TRUE
AND LAWFUL ATTORNEY, EXERCISABLE BY THE ADMINISTRATIVE AGENT WHETHER OR NOT AN
EVENT OF DEFAULT EXISTS, WITH FULL POWER OF SUBSTITUTION, AT THE ADMINISTRATIVE
AGENT'S OPTION, TO FILE ONE OR MORE FINANCING STATEMENTS OR CONTINUATION
STATEMENTS, TO FILE WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE, UNITED
STATES COPYRIGHT OFFICE, CANADIAN INTELLECTUAL PROPERTY OFFICE OR CANADIAN
INDUSTRIAL DESIGN OFFICE (OR ANY SUCCESSOR OFFICE OR ANY SIMILAR OFFICE IN ANY
OTHER COUNTRY) SUCH DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE, OR TO SIGN OTHER
DOCUMENTS FOR THE PURPOSE OF PERFECTING, CONFIRMING, CONTINUING OR PROTECTING
THE SECURITY INTEREST GRANTED BY EACH GRANTOR, WITHOUT THE SIGNATURE OF ANY
GRANTOR (EACH GRANTOR HEREBY APPOINTING THE ADMINISTRATIVE AGENT AS SUCH
PERSON'S ATTORNEY TO SIGN SUCH PERSON'S NAME TO ANY SUCH DOCUMENT, WHETHER OR
NOT AN EVENT OF DEFAULT EXISTS), AND NAMING ANY GRANTOR OR THE GRANTORS AS
DEBTORS AND THE ADMINISTRATIVE AGENT AS SECURED PARTY, PROVIDED THAT THE
ADMINISTRATIVE AGENT SHALL HAVE THE SAME RIGHTS AS THE APPLICABLE GRANTOR'S TRUE
AND LAWFUL ATTORNEY REFERRED TO ABOVE TO
7
ENFORCE THE SECURITY INTEREST GRANTED BY EACH GRANTOR, BUT ONLY IF AN EVENT OF
DEFAULT EXISTS.
SECTION 2.02.
NO ASSUMPTION OF LIABILITY.
THE SECURITY INTEREST IS GRANTED AS
SECURITY ONLY AND SHALL NOT SUBJECT THE ADMINISTRATIVE AGENT OR ANY OTHER CREDIT
PARTY TO, OR IN ANY WAY ALTER OR MODIFY, ANY OBLIGATION OR LIABILITY OF ANY
GRANTOR WITH RESPECT TO OR ARISING OUT OF THE COLLATERAL.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantors jointly and severally represent and warrant to the Administrative
Agent and the Credit Parties that:
SECTION 3.01.
TITLE AND AUTHORITY.
EACH GRANTOR HAS GOOD AND VALID RIGHTS IN,
AND TITLE TO, THE COLLATERAL WITH RESPECT TO WHICH IT HAS PURPORTED TO GRANT A
SECURITY INTEREST HEREUNDER AND HAS FULL POWER AND AUTHORITY TO GRANT TO THE
ADMINISTRATIVE AGENT THE SECURITY INTEREST IN SUCH 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 WHICH HAS BEEN OBTAINED.
SECTION 3.02.
FILINGS.
THE PERFECTION CERTIFICATE HAS BEEN DULY PREPARED,
COMPLETED AND EXECUTED, AND THE INFORMATION SET FORTH THEREIN IS CORRECT AND
COMPLETE IN ALL MATERIAL RESPECTS.
FULLY EXECUTED UCC AND PRUCC FINANCING
STATEMENTS, OTHER THAN FIXTURE FILINGS, OR OTHER APPROPRIATE FILINGS, RECORDINGS
OR REGISTRATIONS CONTAINING A DESCRIPTION OF THE COLLATERAL HAVE BEEN, OR WILL
BE, FILED IN EACH GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE AS IS NECESSARY TO
PUBLISH NOTICE AND PROTECT THE VALIDITY OF, AND TO ESTABLISH A LEGAL, VALID AND
PERFECTED SECURITY INTEREST IN FAVOR OF THE ADMINISTRATIVE AGENT (FOR THE
BENEFIT OF THE CREDIT PARTIES) WITH RESPECT TO ALL COLLATERAL IN WHICH THE
SECURITY INTEREST MAY BE PERFECTED BY FILING, RECORDING OR REGISTRATION PURSUANT
TO THE UCC OR THE PRUCC IN THE UNITED STATES (OR ANY POLITICAL SUBDIVISION
THEREOF) AND ITS TERRITORIES AND POSSESSIONS, AND NO FURTHER OR SUBSEQUENT
FILING, REFILING, RECORDING, RERECORDING, REGISTRATION OR REREGISTRATION (OTHER
THAN