INVENTORY AND EQUIPMENT.
THE INVENTORY AND
THE EQUIPMENT ARE KEPT AT THE LOCATIONS LISTED IN SCHEDULE 4(E).
(F)
CHIEF EXECUTIVE OFFICE.
THE DEBTOR'S
CHIEF EXECUTIVE OFFICE, CHIEF PLACE OF BUSINESS AND JURISDICTION OF
INCORPORATION ARE AS SET FORTH IN SCHEDULE 4(F).
(G)
INTELLECTUAL PROPERTY.
ALL INTELLECTUAL
PROPERTY OWNED BY THE DEBTOR IN ITS OWN NAME AS OF THE DATE HEREOF IS LISTED ON
SCHEDULE 4(G).
TO THE BEST OF THE DEBTOR'S KNOWLEDGE, ALL THE INTELLECTUAL
PROPERTY IS VALID, SUBSISTING, UNEXPIRED, ENFORCEABLE AND HAS NOT BEEN
ABANDONED.
EXCEPT AS SET FORTH IN SCHEDULE 4(G), NONE OF SUCH INTELLECTUAL
PROPERTY IS THE SUBJECT OF ANY LICENSING OR FRANCHISE AGREEMENT.
NO HOLDING,
DECISION OR JUDGMENT HAS BEEN RENDERED BY ANY GOVERNMENTAL AUTHORITY WHICH WOULD
LIMIT, CANCEL OR QUESTION THE VALIDITY OF ANY INTELLECTUAL PROPERTY.
EXCEPT AS
DISCLOSED IN THE CREDIT AGREEMENT, NO ACTION OR PROCEEDING IS PENDING
(I) SEEKING TO LIMIT, CANCEL OR QUESTION THE VALIDITY OF ANY OF THE INTELLECTUAL
PROPERTY, OR (II) WHICH, IF ADVERSELY DETERMINED, COULD REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
(H)
GOVERNMENTAL OBLIGORS.
NONE OF THE OBLIGORS
ON ANY ACCOUNTS, AND NONE OF THE PARTIES TO ANY CONTRACTS, IS A GOVERNMENTAL
AUTHORITY WITH RESPECT TO WHICH THE FEDERAL ASSIGNMENT OF CLAIMS ACT IS
APPLICABLE.
(I)
DEPOSIT ACCOUNTS.
ALL DEPOSIT, CUSTODY,
MONEY MARKET OR OTHER ACCOUNTS (WHETHER, IN ANY CASE, TIME OR DEMAND OR INTEREST
OR NON-INTEREST BEARING) MAINTAINED BY THE
6
DEBTOR WITH ANY BANK OR ANY OTHER FINANCIAL INSTITUTION ARE DEPOSIT ACCOUNTS AND
ARE LISTED ON SCHEDULE 4(I).
(J)
COMMERCIAL TORT CLAIMS.
ALL COMMERCIAL
TORT CLAIMS TO WHICH THE DEBTOR HAS A RIGHT ARE LISTED ON EXHIBIT A.
5.
COVENANTS.
THE DEBTOR COVENANTS AND
AGREES WITH THE SECURED PARTY THAT, FROM AND AFTER THE DATE OF THIS SECURITY
AGREEMENT UNTIL THE OBLIGATIONS ARE PAID IN FULL AND THE COMMITMENT TERMINATED:
(A)
FURTHER DOCUMENTATION; PLEDGE OF
INSTRUMENTS AND CHATTEL PAPER.
AT ANY TIME AND FROM TIME TO TIME, UPON THE
WRITTEN REQUEST OF THE SECURED PARTY, AND AT THE SOLE EXPENSE OF THE DEBTOR, THE
DEBTOR WILL PROMPTLY AND DULY EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE SUCH FURTHER ACTION AS THE SECURED PARTY MAY REASONABLY
REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE FULL BENEFITS OF THIS
SECURITY AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING,
WITHOUT LIMITATION, THE FILING OF ANY FINANCING OR CONTINUATION STATEMENTS UNDER
THE UCC IN EFFECT IN ANY JURISDICTION WITH RESPECT TO THE LIENS CREATED HEREBY.
THE DEBTOR ALSO HEREBY AUTHORIZES THE SECURED PARTY TO FILE ANY SUCH FINANCING
OR CONTINUATION STATEMENT WITHOUT THE SIGNATURE OF THE DEBTOR TO THE EXTENT
PERMITTED BY APPLICABLE LAW.
A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF
THIS SECURITY AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR FILING
IN ANY JURISDICTION.
IF ANY AMOUNT PAYABLE UNDER OR IN CONNECTION WITH ANY OF
THE COLLATERAL SHALL BE OR BECOME EVIDENCED BY ANY INSTRUMENT OR CHATTEL PAPER
(OTHER THAN CONTRACTS CONSTITUTING CHATTEL PAPER), SUCH INSTRUMENT OR CHATTEL
PAPER