ANY PART
THEREOF AND AMENDMENTS THERETO THAT (I) INDICATE THE COLLATERAL AS ALL ASSETS OF
SUCH GRANTOR OR WORDS OF SIMILAR EFFECT AS BEING OF AN EQUAL OR LESSER SCOPE OR
WITH GREATER DETAIL, AND (II) CONTAIN THE INFORMATION REQUIRED BY ARTICLE 9 OF
THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW OF EACH APPLICABLE
JURISDICTION FOR THE FILING OF ANY FINANCING STATEMENT OR AMENDMENT, INCLUDING
(A) WHETHER SUCH GRANTOR IS AN ORGANIZATION, THE TYPE OF ORGANIZATION AND ANY
ORGANIZATIONAL IDENTIFICATION NUMBER ISSUED TO SUCH GRANTOR AND (B) IN THE CASE
OF A FINANCING STATEMENT FILED AS A FIXTURE FILING OR COVERING ARTICLE 9
COLLATERAL CONSTITUTING MINERALS OR THE LIKE TO BE EXTRACTED OR TIMBER TO BE
CUT, A SUFFICIENT DESCRIPTION OF THE REAL PROPERTY TO WHICH SUCH ARTICLE 9
COLLATERAL RELATES.
EACH GRANTOR AGREES TO PROVIDE SUCH INFORMATION TO THE
SECURITY AGENT PROMPTLY UPON REQUEST.
Each Grantor also ratifies its authorization for the Security Agent to file in
any relevant jurisdiction any financing statements or amendments thereto if
filed prior to the date hereof.
The Security 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 any other country) 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, and naming any Grantor or the Grantors as debtors and the
Security Agent as secured party.
Each Grantor will pay any applicable filing
fees, recordation taxes and related expenses relating to its Collateral.
17
(C)
THE SECURITY INTEREST IS GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE
SECURITY 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 (I) ANY SHARES OF CAPITAL STOCK OR
OTHER EQUITY INTERESTS (OTHER THAN THOSE SUBJECT TO ARTICLE III) HELD BY ANY
GRANTOR WITH RESPECT TO WHICH A GRANT OF A SECURITY INTEREST IS PROHIBITED OR
SHALL CONSTITUTE OR RESULT IN A BREACH OR TERMINATION UNDER THE TERMS OF, OR A
DEFAULT UNDER, ANY CONTRACT OR AGREEMENT RELATING TO SUCH CAPITAL STOCK OR
EQUITY INTERESTS, (II) ANY CONTRACT OR OTHER AGREEMENT TO WHICH ANY GRANTOR IS A
PARTY OR TO ANY OF ITS RIGHTS, TITLE OR INTEREST ARISING THEREUNDER IF AND FOR
SO LONG AS THE GRANT OF SUCH SECURITY INTEREST IS PROHIBITED OR SHALL CONSTITUTE
OR RESULT IN 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 SECTION 9-406, 9-407, 9-408 OR 9-409 OF THE NEW
YORK UCC OR ANY OTHER APPLICABLE LAW OR PRINCIPLES OF EQUITY), (III) ANY