Security Interest granted by each Grantor, without the signature
of any Grantor, and naming any Grantor or the Grantors as debtors and the
Collateral Agent as secured party.
Notwithstanding anything to the contrary contained herein, the Collateral Agent
shall have no responsibility for the preparing, recording, filing, re-recording
or re-filing of any financing statement, continuation statement or other
instrument in any public office.
12
(C)
THE SECURITY INTEREST IS GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE
COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO, OR IN ANY WAY ALTER OR MODIFY,
ANY OBLIGATION OR LIABILITY OF ANY GRANTOR WITH RESPECT TO OR ARISING OUT OF THE
ARTICLE 9 COLLATERAL.
(D)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE
SECURITY INTEREST GRANTED HEREUNDER ATTACH TO ANY CONTRACT OR AGREEMENT TO WHICH
ANY GRANTOR IS A PARTY OR ANY OF ITS RIGHTS OR INTERESTS THEREUNDER IF AND FOR
SO LONG AS THE GRANT OF SUCH SECURITY INTEREST SHALL CONSTITUTE OR RESULT IN
(I) THE UNENFORCEABILITY OF ANY RIGHT OF SUCH GRANTOR THEREUNDER OR (II) A
BREACH OR TERMINATION UNDER THE TERMS OF, OR A DEFAULT UNDER, ANY SUCH CONTRACT
OR AGREEMENT (OTHER THAN TO THE EXTENT THAT ANY SUCH TERM WOULD BE RENDERED
INEFFECTIVE PURSUANT TO SECTIONS 9-406, 9-407, 9-408 OR 9-409 OF THE NEW YORK
UCC OR ANY OTHER APPLICABLE LAW OR PRINCIPLES OF EQUITY); PROVIDED, THAT SUCH
SECURITY INTEREST SHALL ATTACH IMMEDIATELY AT SUCH TIME AS THE CONDITION CAUSING
SUCH UNENFORCEABILITY, BREACH OR TERMINATION SHALL BE REMEDIED OR SHALL
OTHERWISE CEASE TO EXIST AND, TO THE EXTENT SEVERABLE, SHALL ATTACH IMMEDIATELY
TO ANY PORTION OF SUCH CONTRACT OR AGREEMENT THAT DOES NOT RESULT IN ANY OF THE
CONSEQUENCES SPECIFIED IN THIS PARAGRAPH, INCLUDING ANY PROCEEDS OF SUCH
CONTRACT OR AGREEMENT.
SECTION 3.02. REPRESENTATIONS AND WARRANTIES. THE GRANTORS JOINTLY AND SEVERALLY
REPRESENT AND WARRANT TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED
PARTIES, THAT:
(A) EACH GRANTOR HAS GOOD AND VALID RIGHTS IN AND TITLE TO THE ARTICLE 9
COLLATERAL WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT A SECURITY INTEREST
HEREUNDER AND HAS FULL POWER AND AUTHORITY TO GRANT TO THE COLLATERAL AGENT THE
SECURITY INTEREST IN SUCH ARTICLE 9 COLLATERAL PURSUANT HERETO AND TO EXECUTE,
DELIVER AND PERFORM ITS OBLIGATIONS IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, WITHOUT THE CONSENT OR APPROVAL OF ANY OTHER PERSON (OTHER THAN ANY
CONSENT OR APPROVAL THAT HAS BEEN OBTAINED).
(B) THE PERFECTION CERTIFICATE HAS BEEN DULY PREPARED, COMPLETED AND EXECUTED,
AND THE INFORMATION SET FORTH THEREIN, INCLUDING THE EXACT LEGAL NAME OF EACH
GRANTOR, IS CORRECT AND COMPLETE AS OF THE ISSUE DATE.
(C) SCHEDULE III HERETO SETS FORTH, AS OF THE DATE HEREOF, FOR EACH GRANTOR,
(I) ALL UNITED STATES REGISTERED PATENTS AND PATENT APPLICATIONS OWNED BY SUCH
GRANTOR, INCLUDING THE NAME OF THE REGISTERED OWNER, TYPE, REGISTRATION OR
APPLICATION NUMBER AND THE EXPIRATION DATE (IF ALREADY REGISTERED) THEREOF,
(II) ALL UNITED STATES REGISTERED TRADEMARKS AND TRADEMARK APPLICATIONS OWNED BY
SUCH