THE INTERCREDITOR
AGREEMENT, AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY RELEVANT
JURISDICTION ANY INITIAL FINANCING STATEMENTS WITH RESPECT TO THE COLLATERAL OR
ANY PART THEREOF AND AMENDMENTS THERETO THAT INDICATE THE COLLATERAL AS ALL
ASSETS OF SUCH GRANTOR, OR WORDS OF SIMILAR EFFECT, OR AS BEING OF AN EQUAL OR
LESSER SCOPE OR WITH GREATER DETAIL, AND THAT CONTAIN THE INFORMATION REQUIRED
BY ARTICLE 9 OF 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.
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.
10
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,