OR
SERVICE MARK APPLICATIONS WILL BECOME PART OF THE COLLATERAL.
THE AGENT AGREES
THAT, AT ANY PLEDGOR'S REASONABLE REQUEST AND EXPENSE, IT WILL PROVIDE SUCH
PLEDGOR CONFIRMATION THAT THE ASSETS DESCRIBED IN THIS PARAGRAPH ARE IN FACT
EXCLUDED FROM THE COLLATERAL DURING SUCH LIMITED PERIOD ONLY.
3.
EACH PLEDGOR COVENANTS AND WARRANTS THAT:
(A)
TO THE KNOWLEDGE OF SUCH PLEDGOR, ON THE DATE HEREOF, ALL MATERIAL
INTELLECTUAL PROPERTY OWNED BY SUCH PLEDGOR IS VALID, SUBSISTING AND UNEXPIRED,
HAS NOT BEEN ABANDONED AND DOES NOT, TO THE KNOWLEDGE OF SUCH PLEDGOR, INFRINGE
THE INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON;
(B)
SUCH PLEDGOR IS THE OWNER OF EACH ITEM OF INTELLECTUAL PROPERTY,
FREE AND CLEAR OF ANY AND ALL LIENS OR CLAIMS OF OTHERS EXCEPT FOR THE PERMITTED
LIENS PERMITTED TO EXIST ON THE COLLATERAL BY THE SECURED NOTE INDENTURE (THE
"PERMITTED ENCUMBRANCES").
NO FINANCING STATEMENT OR OTHER PUBLIC NOTICE WITH
RESPECT TO ALL OR ANY PART OF THE COLLATERAL IS ON FILE OR OF RECORD IN ANY
PUBLIC OFFICE, EXCEPT WITH RESPECT TO PERMITTED ENCUMBRANCES;
(C)
SUCH PLEDGOR WILL WITHIN THIRTY (30) CALENDAR DAYS AFTER ANY
CHANGE IN ITS JURISDICTION OF ORGANIZATION, OR CHANGE IN ITS LEGAL NAME, PROVIDE
WRITTEN NOTICE THEREOF TO THE AGENT; AND
3
(D)
SUCH PLEDGOR SHALL EXECUTE AND DELIVER, AND HAVE RECORDED, ANY AND
ALL AGREEMENTS, INSTRUMENTS, DOCUMENTS AND PAPERS AS THE AGENT MAY REASONABLY
REQUEST TO EVIDENCE THE AGENT'S AND THE SECURED PARTIES' SECURITY INTEREST IN
SUCH INTELLECTUAL PROPERTY AND THE GOODWILL OF SUCH PLEDGORS RELATING THERETO OR
REPRESENTED THEREBY.
4.
EACH OF THE OBLIGATIONS OF EACH PLEDGOR UNDER THIS AGREEMENT IS
JOINT AND SEVERAL.
SUBJECT TO THE INTERCREDITOR AGREEMENT, THE AGENT AND THE
OTHER SECURED PARTIES, OR ANY OF THE THEM, MAY, IN THEIR SOLE DISCRETION, ELECT
TO ENFORCE THIS AGREEMENT AGAINST ANY PLEDGOR WITHOUT ANY DUTY OR RESPONSIBILITY
TO PURSUE ANY OTHER PLEDGOR AND SUCH AN ELECTION BY THE AGENT AND THE OTHER
SECURED PARTIES, OR ANY OF THEM, SHALL NOT BE A DEFENSE TO ANY ACTION THE AGENT
AND THE OTHER SECURED PARTIES, OR ANY OF THEM, MAY ELECT TO TAKE AGAINST ANY
PLEDGOR.
EACH OF THE AGENT AND THE OTHER SECURED PARTIES HEREBY RESERVE ALL
RIGHT AGAINST EACH PLEDGOR.
5.
PLEDGOR AGREES THAT, UNTIL ALL OF THE SECURED OBLIGATIONS SHALL
HAVE BEEN INDEFEASIBLY SATISFIED IN FULL, IT WILL NOT ENTER INTO ANY AGREEMENT
(FOR EXAMPLE, A LICENSE AGREEMENT) WHICH IS INCONSISTENT WITH PLEDGOR'S
OBLIGATIONS UNDER THIS AGREEMENT, WITHOUT AGENT'S PRIOR WRITTEN CONSENT WHICH
SHALL NOT BE UNREASONABLY WITHHELD EXCEPT PLEDGOR MAY LICENSE TECHNOLOGY IN THE
ORDINARY COURSE OF BUSINESS WITHOUT THE AGENT'S CONSENT TO SUPPLIERS AND
CUSTOMERS TO FACILITATE THE MANUFACTURE AND USE OF SUCH PLEDGOR'S PRODUCTS.
6.
PRIOR TO THE DISCHARGE OF SENIOR LENDER CLAIMS, EACH PLEDGOR, IF
REQUESTED TO DO SO WITH RESPECT TO THE SENIOR LENDER CLAIMS BY THE
ADMINISTRATIVE AGENT PURSUANT TO SECTION 4.4 OF THE FIRST LIEN SECURITY
AGREEMENT, SHALL EXECUTE AND DELIVER TO AGENT, AND HAVE RECORDED, ANY AND ALL
AGREEMENTS, INSTRUMENTS, DOCUMENTS,