for the Administrative Agent to
file in any relevant jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof.
The Administrative 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 Administrative Agent as secured party.
(D)
THE SECURITY INTEREST IS GRANTED AS SECURITY ONLY AND SHALL NOT SUBJECT THE
ADMINISTRATIVE 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.
(E)
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
16
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 4.02. REPRESENTATIONS AND WARRANTIES. THE GRANTORS JOINTLY AND SEVERALLY
REPRESENT AND WARRANT TO THE ADMINISTRATIVE AGENT AND 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 ADMINISTRATIVE 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 EFFECTIVE DATE.
(C) SCHEDULE III HERETO SETS FORTH, AS OF THE DATE HEREOF, FOR EACH US GRANTOR,
(I) ALL UNITED STATES REGISTERED PATENTS