WORDS OF SIMILAR EFFECT, REGARDLESS OF WHETHER ANY
PARTICULAR ASSET COMPRISED IN THE COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9
OF THE UCC.
SECTION 2.2
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.
SECTION 2.3
PERFECTION REGARDING CERTAIN TERM PRIORITY
COLLATERAL.
IN THE EVENT THAT THE TERM AGENT (AS DEFINED IN THE INTERCREDITOR
AGREEMENT) SHALL DETERMINE IN ITS REASONABLE DISCRETION THAT THE COST (INCLUDING
ADVERSE TAX CONSEQUENCES) OF PERFECTING A SECURITY INTEREST IN ANY TERM PRIORITY
COLLATERAL WOULD BE EXCESSIVE IN RELATION TO THE VALUE OF THE SECURITY TO BE
AFFORDED THEREBY, THEN THE COLLATERAL AGENT SHALL NOT REQUIRE THE PERFECTION OF
ITS SECURITY INTEREST IN SUCH TERM PRIORITY COLLATERAL.
ARTICLE III
Representations and Warranties
The Grantors jointly and severally represent and warrant to the Collateral Agent
and the Secured Parties that:
SECTION 3.1
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.
SECTION 3.2
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. 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 COLLATERAL AGENT
(FOR THE BENEFIT OF THE SECURED 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 FILINGS REQUIRED TO BE MADE IN THE UNITED STATES
PATENT AND TRADEMARK OFFICE, THE UNITED STATES COPYRIGHT OFFICE, THE CANADIAN
INTELLECTUAL PROPERTY OFFICE AND THE CANADIAN INDUSTRIAL DESIGN OFFICE IN ORDER
TO PERFECT THE SECURITY INTEREST IN COLLATERAL CONSISTING OF UNITED STATES AND
CANADIAN PATENTS, INDUSTRIAL DESIGNS, TRADEMARKS, COPYRIGHTS AND COPYRIGHT
LICENSES, AS THE CASE MAY BE) IS NECESSARY IN ANY SUCH JURISDICTION, EXCEPT AS
PROVIDED UNDER APPLICABLE LAW WITH RESPECT TO THE FILING OF CONTINUATION
STATEMENTS.
A FULLY EXECUTED PATENT, INDUSTRIAL DESIGN AND TRADEMARK SECURITY
AGREEMENT, IN THE FORM ATTACHED AS