ENFORCEABILITY.
THIS AGREEMENT IS THE LEGALLY VALID AND BINDING
OBLIGATION OF BORROWER, ENFORCEABLE AGAINST BORROWER IN ACCORDANCE WITH ITS
TERMS, SUBJECT, AS TO ENFORCEMENT OF REMEDIES, TO BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
OR GENERAL EQUITABLE PRINCIPLES.
(C)
OTHER REPRESENTATIONS AND WARRANTIES.
AS OF THE DATE HEREOF AND
AS OF THE EARLIER OF THE DATE ON WHICH THE BUSINESS REPORT IS DELIVERED OR THE
DATE ON WHICH SUCH BUSINESS REPORT IS DUE IN EACH FISCAL YEAR:
(I)
SCHEDULES.
(I) (A) SCHEDULE 2(B)(I) SHALL SET FORTH ALL OF THE LFRP
PATENTS, (B) SCHEDULE 2(B)(II) SHALL SET FORTH A DESCRIPTION OF THE LFRP
KNOW-HOW; (C) SCHEDULE 11(C)(I) SHALL SET FORTH ALL OF THE EXCLUDED AGREEMENTS;
(D) SCHEDULE 2(C) SHALL SET FORTH ALL OF THE LICENSE AGREEMENTS; (E) [RESERVED];
(F) SCHEDULE 2(E) SHALL SET FORTH ALL OF THE IN LICENSES; (G) [RESERVED]; AND
(H) SCHEDULE 2(J)(I) AND (II) SHALL SET FORTH DETAILS OF THE PLEDGED DEPOSIT
ACCOUNTS; AND
(II)
PERFECTION CERTIFICATE.
(A) BORROWER'S EXACT LEGAL NAME IS THAT
INDICATED ON THE PERFECTION CERTIFICATE AND ON THE SIGNATURE PAGE THEREOF;
(B) BORROWER IS AN ORGANIZATION OF THE TYPE AND ORGANIZED IN THE JURISDICTION
SET FORTH IN THE PERFECTION CERTIFICATE; (C) THE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH BORROWER'S ORGANIZATIONAL IDENTIFICATION NUMBER OR
ACCURATELY STATES THAT BORROWER HAS NONE; (D) THE PERFECTION CERTIFICATE
ACCURATELY SETS FORTH EACH PLACE OF BORROWER'S BUSINESS OR, IF MORE THAN ONE,
ITS CHIEF EXECUTIVE OFFICE AS WELL AS ITS MAILING ADDRESS (IF DIFFERENT) AND
WHERE COLLATERAL IS LOCATED; (E) BORROWER'S FEIN IS ACCURATELY SET FORTH IN THE
PERFECTION CERTIFICATE; AND, (F) ALL OTHER INFORMATION SET FORTH ON THE
PERFECTION CERTIFICATE IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS.
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
6
Section 12.
Further Assurances.
Borrower
agrees that, from time to time, at its cost and expense, Borrower will promptly
execute and deliver all further instruments and documents, and take all further
action that may be necessary or desirable, or that Investor may reasonably
request, in order to perfect and protect any security interest granted or
purported to be granted hereby or to enable Investor to exercise and enforce its
rights and remedies hereunder with respect to any Collateral.
Without limiting
the generality of the foregoing, Borrower will:
(a) (i) execute and file such
financing or continuation statements, or amendments thereto, as well as
documents for filing in the Unites States Patent Office and United States
Copyright Office (ii) execute and deliver, and cause to be executed and
delivered, agreements establishing that Investor has control of specified items
of Collateral, including the Lockbox Agreement, and (iii) deliver such other
instruments or notices, in each case, as may be necessary or desirable, or as
Investor may reasonably request, in order to perfect and preserve the security
interests granted or purported to be granted hereby; (b) furnish to Investor
from time to time statements and schedules further identifying and describing
the Collateral and