GRANTOR SHALL MAKE,
EXECUTE, ACKNOWLEDGE AND DELIVER, AND FILE AND RECORD IN THE PROPER FILING AND
RECORDING PLACES, ALL SUCH INSTRUMENTS AND DOCUMENTS, INCLUDING ANY DOCUMENTS
FOR FILING WITH THE PTO, THE
16
Copyright Office or any applicable state office as Lender may reasonably
request. Lender may record this Agreement, an abstract thereof, or any other
document describing Lender's interest in the Collateral with the PTO or the
Copyright Office at the expense of Lender.
5.3
DURATION OF SECURITY INTEREST.
EACH GRANTOR AGREES THAT THIS
AGREEMENT SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL WHICH
SHALL REMAIN IN EFFECT UNTIL THE PAYMENT IN FULL AND THE SATISFACTION OF ALL
OBLIGATIONS, WHEREUPON SUCH SECURITY INTEREST SHALL TERMINATE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THE SECURITY INTEREST CREATED BY THIS AGREEMENT
(INCLUDING ALL REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED HEREIN) SHALL
CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
ANY AMOUNT RECEIVED BY LENDER IN RESPECT OF THE OBLIGATIONS IS RESCINDED OR MUST
OTHERWISE BE RESTORED OR RETURNED BY LENDER OR ITS RESPECTIVE SUCCESSORS,
INDORSEES, TRANSFEREES AND ASSIGNEES AS A PREFERENCE, FRAUDULENT TRANSFER OR
OTHERWISE, OR MUST BE RESTORED OR REDEEMED BY LENDER UPON OR AS A RESULT OF, THE
APPOINTMENT OF A RECEIVER, INTERVENOR OR CONSERVATOR OF, OR TRUSTEE OR SIMILAR
OFFICER FOR ANY GRANTOR OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR OTHERWISE,
ALL AS THOUGH SUCH PAYMENTS HAD NOT BEEN MADE. UPON TERMINATION OF THE SECURITY
INTEREST, LENDER SHALL, AT THE GRANTORS' SOLE COST AND EXPENSE, EXECUTE SUCH
FURTHER DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS MAY BE NECESSARY TO EFFECT
THE RELEASE CONTEMPLATED BY THIS SECTION 5.3, INCLUDING DULY EXECUTING AND
DELIVERING TERMINATION STATEMENTS FOR FILING IN ALL RELEVANT JURISDICTIONS UNDER
THE UCC. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UPON THE FACTORING OF
ANY OF THE GRANTOR'S ACCOUNTS AND RECEIVABLES IN THE ORDINARY COURSE OF BUSINESS
AND CONSISTENT WITH PAST PRACTICES, LENDER'S SECURITY INTEREST IN SUCH ACCOUNTS
AND RECEIVABLES WILL BE AUTOMATICALLY RELEASED AND OF NO FURTHER FORCE AND
EFFECT.
5.4
POSSESSION OF COLLATERAL.
SO LONG AS NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING, EACH GRANTOR SHALL REMAIN IN FULL POSSESSION,
ENJOYMENT AND CONTROL OF ITS COLLATERAL (EXCEPT ONLY AS MAY BE OTHERWISE
REQUIRED BY LENDER FOR PERFECTION OF ITS SECURITY INTEREST THEREIN) AND SHALL BE
ENTITLED TO MANAGE, OPERATE AND USE THE SAME AND EACH PART THEREOF WITH THE
RIGHTS AND FRANCHISES APPERTAINING THERETO; PROVIDED, HOWEVER, THAT THE
POSSESSION, ENJOYMENT, CONTROL AND USE OF THE COLLATERAL SHALL AT ALL TIMES BE
SUBJECT TO THE OBSERVANCE AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT.
5.5
DELIVERY OF ADDITIONAL DOCUMENTATION REQUIRED.
EACH GRANTOR SHALL
FROM TIME TO TIME EXECUTE AND DELIVER TO LENDER, ALL DOCUMENTS LENDER MAY
REASONABLY REQUEST, IN FORM SATISFACTORY TO LENDER, TO PERFECT AND CONTINUE
LENDER'S FIRST PRIORITY, PERFECTED SECURITY INTERESTS IN THE COLLATERAL (SUBJECT
TO PERMITTED LIENS) AND IN ORDER TO CONSUMMATE FULLY ALL OF THE TRANSACTIONS
CONTEMPLATED UNDER THE LOAN DOCUMENTS.
5.6
RIGHT