TO OR REMOVED BY
LAURUS, BE KEPT BY SUCH COMPANY IN TRUST FOR LAURUS UNTIL ALL OBLIGATIONS HAVE
BEEN PAID IN FULL.
EACH CONFIRMATORY ASSIGNMENT SCHEDULE OR OTHER FORM OF
ASSIGNMENT HEREAFTER EXECUTED BY EACH COMPANY SHALL BE DEEMED TO INCLUDE THE
FOREGOING GRANT, WHETHER OR NOT THE SAME APPEARS THEREIN.
(B)
EACH COMPANY HEREBY (I) AUTHORIZES LAURUS TO FILE ANY FINANCING
STATEMENTS, CONTINUATION STATEMENTS OR AMENDMENTS THERETO THAT (X) INDICATE THE
COLLATERAL (1) AS ALL ASSETS AND PERSONAL PROPERTY OF SUCH COMPANY OR WORDS OF
SIMILAR EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE
COLLATERAL FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE UCC OF SUCH JURISDICTION,
OR (2) AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER DETAIL, AND (Y)
CONTAIN ANY OTHER INFORMATION REQUIRED BY PART 5 OF ARTICLE 9 OF THE UCC FOR THE
SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT, CONTINUATION
STATEMENT OR AMENDMENT AND (II) RATIFIES ITS AUTHORIZATION FOR LAURUS TO HAVE
FILED ANY INITIAL FINANCIAL STATEMENTS, OR AMENDMENTS THERETO IF FILED PRIOR TO
THE DATE HEREOF.
EACH COMPANY ACKNOWLEDGES THAT IT IS NOT AUTHORIZED TO FILE
ANY FINANCING STATEMENT OR AMENDMENT OR TERMINATION STATEMENT WITH RESPECT TO
ANY FINANCING STATEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS AND AGREES
THAT IT WILL NOT DO SO WITHOUT THE PRIOR WRITTEN CONSENT OF LAURUS, SUBJECT TO
SUCH COMPANY'S RIGHTS UNDER SECTION 9-509(D)(2) OF THE UCC.
(C)
EACH COMPANY HEREBY GRANTS TO LAURUS AN IRREVOCABLE, NON-EXCLUSIVE
LICENSE (EXERCISABLE UPON THE TERMINATION OF THIS AGREEMENT DUE TO AN OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT WITHOUT PAYMENT OF ROYALTY OR
OTHER COMPENSATION TO SUCH
6
COMPANY) TO USE, TRANSFER, LICENSE OR SUBLICENSE ANY INTELLECTUAL PROPERTY NOW
OWNED, LICENSED TO, OR HEREAFTER ACQUIRED BY SUCH COMPANY, AND WHEREVER THE SAME
MAY BE LOCATED, AND INCLUDING IN SUCH LICENSE ACCESS TO ALL MEDIA IN WHICH ANY
OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO ALL COMPUTER AND
AUTOMATIC MACHINERY SOFTWARE AND PROGRAMS USED FOR THE COMPILATION OR PRINTOUT
THEREOF, AND REPRESENTS, PROMISES AND AGREES THAT ANY SUCH LICENSE OR SUBLICENSE
IS NOT AND WILL NOT BE IN CONFLICT WITH THE CONTRACTUAL OR COMMERCIAL RIGHTS OF
ANY THIRD PERSON; PROVIDED, THAT SUCH LICENSE WILL TERMINATE ON THE TERMINATION
OF THIS AGREEMENT AND THE PAYMENT IN FULL OF ALL OBLIGATIONS.
7.
REPRESENTATIONS, WARRANTIES AND COVENANTS CONCERNING THE
COLLATERAL.
EACH COMPANY REPRESENTS, WARRANTS (EACH OF WHICH SUCH
REPRESENTATIONS AND WARRANTIES SHALL BE DEEMED REPEATED UPON THE MAKING OF EACH
REQUEST FOR A REVOLVING LOAN AND MADE AS OF THE TIME OF EACH AND EVERY REVOLVING
LOAN HEREUNDER) AND COVENANTS AS FOLLOWS:
(A)
ALL OF THE COLLATERAL (I) IS OWNED BY IT FREE AND CLEAR OF ALL
LIENS (INCLUDING ANY CLAIMS OF INFRINGEMENT) EXCEPT THOSE IN LAURUS' FAVOR AND
PERMITTED LIENS AND (II) IS NOT SUBJECT TO ANY AGREEMENT PROHIBITING THE
GRANTING OF A LIEN OR REQUIRING NOTICE OF OR CONSENT TO THE GRANTING OF A LIEN.
(B)
IT