THE SECURITY INTEREST HAS NOT (BUT ONLY FOR SO LONG AS
IT HAS NOT) ATTACHED PURSUANT TO THIS PARAGRAPH (D).
SECTION 3.02.
REPRESENTATIONS AND WARRANTIES.
THE GRANTORS JOINTLY AND
SEVERALLY REPRESENT AND WARRANT TO THE ADMINISTRATIVE AGENT AND THE SECURED
PARTIES THAT:
(A)
EACH GRANTOR HAS RIGHTS IN OR 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, FOR THE BENEFIT
OF THE SECURED PARTIES, 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 DOMESTIC 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 RESTATEMENT EFFECTIVE DATE.
THE UNIFORM COMMERCIAL CODE FINANCING STATEMENTS (INCLUDING FIXTURE FILINGS, AS
APPLICABLE) OR OTHER APPROPRIATE FILINGS, RECORDINGS OR REGISTRATIONS PREPARED
BY THE ADMINISTRATIVE AGENT BASED UPON THE INFORMATION PROVIDED TO THE
ADMINISTRATIVE AGENT IN THE DOMESTIC PERFECTION CERTIFICATE FOR FILING IN EACH
GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE SPECIFIED IN SCHEDULE 2 TO THE DOMESTIC
PERFECTION CERTIFICATE (OR SPECIFIED BY NOTICE FROM THE PARENT BORROWER TO THE
ADMINISTRATIVE AGENT AFTER THE RESTATEMENT EFFECTIVE DATE IN THE CASE OF
FILINGS, RECORDINGS OR REGISTRATIONS REQUIRED BY SECTION 5.11 OF THE CREDIT
AGREEMENT OR SECTION 3.03 HEREOF), ARE ALL THE FILINGS, RECORDINGS AND
REGISTRATIONS (OTHER THAN FILINGS REQUIRED TO BE MADE IN THE UNITED STATES
PATENT AND TRADEMARK OFFICE AND THE UNITED STATES COPYRIGHT OFFICE IN ORDER TO
PERFECT THE SECURITY INTEREST IN ARTICLE 9 COLLATERAL CONSISTING OF UNITED
STATES PATENTS, TRADEMARKS AND COPYRIGHTS) THAT ARE NECESSARY TO PUBLISH NOTICE
OF AND PROTECT THE VALIDITY OF AND TO ESTABLISH A LEGAL, VALID AND PERFECTED
SECURITY INTEREST IN FAVOR OF THE ADMINISTRATIVE AGENT (FOR THE BENEFIT OF THE
SECURED PARTIES) IN RESPECT OF ALL ARTICLE 9 COLLATERAL IN WHICH THE SECURITY
INTEREST MAY BE PERFECTED BY FILING, RECORDING OR REGISTRATION 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 IS NECESSARY IN ANY SUCH
JURISDICTION, EXCEPT AS PROVIDED UNDER APPLICABLE LAW WITH RESPECT TO THE FILING
OF CONTINUATION STATEMENTS.
EACH GRANTOR SHALL ENSURE THAT A FULLY EXECUTED
AGREEMENT IN A
13
FORM REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT (A "SHORT FORM SECURITY
AGREEMENT") THAT CONTAINS A DESCRIPTION OF ALL ARTICLE 9 COLLATERAL CONSISTING
OF THE APPLICABLE TYPE OF INTELLECTUAL PROPERTY SHALL HAVE BEEN RECEIVED BY THE
ADMINISTRATIVE AGENT (I) WITHIN THREE MONTHS AFTER THE EXECUTION OF THIS
AGREEMENT WITH RESPECT TO UNITED STATES PATENTS AND UNITED STATES REGISTERED
TRADEMARKS (AND TRADEMARKS FOR WHICH THE UNITED STATES REGISTRATION APPLICATIONS
ARE PENDING) FOR RECORDING BY THE UNITED STATES PATENT AND TRADEMARK OFFICE