THE UNIFORM COMMERCIAL CODE OF EACH APPLICABLE JURISDICTION FOR THE FILING OF
ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING WHETHER SUCH GRANTOR IS AN
ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY ORGANIZATIONAL IDENTIFICATION
NUMBER ISSUED TO SUCH GRANTOR.
EACH GRANTOR AGREES TO PROVIDE SUCH INFORMATION
TO THE COLLATERAL AGENT PROMPTLY UPON REQUEST.
Each Grantor also ratifies its authorization for the Collateral Agent to file in
any relevant jurisdiction any initial financing statements or amendments thereto
if filed prior to the date hereof.
9
The Collateral Agent is further authorized to file with the United States Patent
and Trademark Office or United States Copyright Office (or any successor office
or any similar office in Canada) such documents as may be necessary or advisable
for the purpose of perfecting, confirming, continuing, enforcing or protecting
the Security Interest granted by each Grantor, without the signature of any
Grantor (but, prior to the occurrence of any Event of Default or Default, the
Collateral Agent shall provide notice of such filing to such Grantor), and
naming any Grantor or the Grantors as debtors and the Collateral Agent as
secured party.
SECTION 2.02.
NO ASSUMPTION OF LIABILITY.
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 COLLATERAL.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantors jointly and severally represent and warrant to the Collateral Agent
and the Secured 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
COLLATERAL 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 OR THE FAILURE OF WHICH TO
OBTAIN COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 3.02.
FILINGS.
(A)
THE PERFECTION CERTIFICATE HAS BEEN DULY
PREPARED, COMPLETED AND EXECUTED AND THE INFORMATION SET FORTH THEREIN IS
CORRECT AND COMPLETE.
UNIFORM COMMERCIAL CODE FINANCING STATEMENTS, AS
APPLICABLE, OR OTHER APPROPRIATE FILINGS, RECORDINGS OR REGISTRATIONS CONTAINING
A DESCRIPTION OF THE COLLATERAL HAVE BEEN DELIVERED TO THE COLLATERAL AGENT FOR
FILING IN EACH GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE SPECIFIED IN SCHEDULE 6
TO THE PERFECTION CERTIFICATE, WHICH ARE ALL THE FILINGS, RECORDINGS AND
REGISTRATIONS (OTHER THAN FILINGS, RECORDINGS AND REGISTRATIONS REQUIRED TO BE
MADE IN THE UNITED STATES PATENT AND TRADEMARK OFFICE AND THE UNITED STATES
COPYRIGHT OFFICE (OR ANY SIMILAR OFFICE IN CANADA) IN ORDER TO PERFECT THE
SECURITY INTEREST IN COLLATERAL CONSISTING OF UNITED STATES (OR CANADIAN)
PATENTS, UNITED STATES TRADEMARKS AND UNITED STATES COPYRIGHTS) THAT ARE
NECESSARY TO PUBLISH NOTICE OF AND PROTECT THE