HEREBY IRREVOCABLY AUTHORIZES THE COLLATERAL AGENT, IN
ACCORDANCE WITH, AND TO THE EXTENT CONSISTENT WITH, THE INTERCREDITOR AGREEMENT,
AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY RELEVANT JURISDICTION ANY
FINANCING STATEMENTS WITH RESPECT TO THE COLLATERAL OR ANY PART THEREOF AND
AMENDMENTS THERETO.
EACH GRANTOR ALSO RATIFIES ITS AUTHORIZATION FOR THE
COLLATERAL AGENT TO FILE IN ANY RELEVANT JURISDICTION ANY 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, the United States Copyright Office or the Canadian
Intellectual Property Office such documents as may be necessary or advisable for
the purpose of perfecting, confirming, continuing, enforcing or protecting the
Security Interest in and to the Intellectual Property granted by each Grantor,
without the signature of any Grantor (but, prior to the occurrence of any Event
of Default or Default, the
9
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.
Each Grantor further represents and warrants that all Intellectual Property
owned by such Grantor, and all rights of the Grantor pursuant to any Trademark
License, Patent License or Copyright License to use any Intellectual Property
(collectively, "Intellectual Property Rights"), are described in the attached
schedules and the Perfection Certificate.
To the best of the Grantor's
knowledge, each such Intellectual Property Right is valid, subsisting,
unexpired, enforceable and has not been abandoned.
Except as set out in the
Perfection Certificate and the schedules hereto, none of such Intellectual
Property Rights has been licensed or franchised by the Grantor to any Person.
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.
PERSONAL PROPERTY SECURITY ACT FINANCING STATEMENTS IN
EACH RELEVANT JURISDICTION ARE ALL THE FILINGS, RECORDINGS AND REGISTRATIONS
(OTHER