BE GIVEN TO ONE OR MORE OF THE GRANTORS
AT THE SAME OR DIFFERENT TIMES AND (III) MAY SUSPEND THE RIGHTS OF THE GRANTORS
UNDER PARAGRAPH (A)(I) OR PARAGRAPH (A)(III) IN PART WITHOUT SUSPENDING ALL SUCH
RIGHTS (AS SPECIFIED BY THE COLLATERAL AGENT IN ITS SOLE AND ABSOLUTE
DISCRETION) AND WITHOUT WAIVING OR OTHERWISE AFFECTING THE COLLATERAL AGENT'S
RIGHTS TO GIVE ADDITIONAL NOTICES FROM TIME TO TIME SUSPENDING OTHER RIGHTS SO
LONG AS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
11
ARTICLE III
SECURITY INTERESTS IN PERSONAL PROPERTY
SECTION 3.01. SECURITY INTEREST. (A)
AS SECURITY FOR THE PAYMENT OR
PERFORMANCE, AS THE CASE MAY BE, IN FULL OF THE NOTES OBLIGATIONS, EACH GRANTOR
HEREBY ASSIGNS AND PLEDGES TO THE COLLATERAL AGENT, ITS SUCCESSORS AND ASSIGNS,
FOR THE BENEFIT OF THE SECURED PARTIES, AND HEREBY GRANTS TO THE COLLATERAL
AGENT, ITS SUCCESSORS AND ASSIGNS, FOR THE BENEFIT OF THE SECURED PARTIES, A
SECURITY INTEREST IN, ALL RIGHT, TITLE AND INTEREST IN, TO OR UNDER ANY AND ALL
OF THE ARTICLE 9 COLLATERAL NOW OWNED OR AT ANY TIME HEREAFTER ACQUIRED BY SUCH
GRANTOR OR IN WHICH SUCH GRANTOR NOW HAS OR AT ANY TIME IN THE FUTURE MAY
ACQUIRE ANY RIGHT, TITLE OR INTEREST, OTHER THAN ANY PORTION THEREOF
CONSTITUTING THE EXCLUDED CAPITAL STOCK.
(B)
EACH GRANTOR HEREBY IRREVOCABLY AUTHORIZES THE COLLATERAL AGENT AT ANY TIME
AND FROM TIME TO TIME TO FILE IN ANY RELEVANT JURISDICTION ANY INITIAL FINANCING
STATEMENTS (INCLUDING FIXTURE FILINGS) WITH RESPECT TO THE ARTICLE 9 COLLATERAL
IN WHICH A SECURITY INTEREST IS CREATED BY SUCH GRANTOR HEREUNDER OR ANY PART
THEREOF AND AMENDMENTS THERETO THAT (I) IDENTIFY THE APPLICABLE COLLATERAL
(INCLUDING BY INDICATING THE COLLATERAL TO BE "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 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 any other country) such documents as may be necessary
or advisable for the purpose of perfecting, confirming, continuing, enforcing or
protecting the