AND, UPON FILING OF THE COPYRIGHT SECURITY AGREEMENTS WITH THE UNITED STATES
COPYRIGHT OFFICE AND FILING OF THE PATENT SECURITY AGREEMENTS AND THE TRADEMARK
SECURITY AGREEMENTS WITH THE UNITED STATE PATENT AND TRADEMARK OFFICE, PERFECTED
LIENS IN FAVOR OF AGENT ON EACH GRANTOR' S PATENTS, TRADEMARKS AND COPYRIGHTS
AND SUCH PERFECTED LIENS ARE ENFORCEABLE AS SUCH AS AGAINST ANY AND ALL
CREDITORS OF AND PURCHASERS FROM ANY GRANTOR.
UPON FILING OF THE COPYRIGHT
SECURITY AGREEMENTS WITH THE UNITED STATES COPYRIGHT OFFICE AND FILING OF THE
PATENT SECURITY AGREEMENTS AND THE TRADEMARK SECURITY AGREEMENTS WITH THE UNITED
STATE PATENT AND TRADEMARK OFFICE AND THE FILING OF APPROPRIATE FINANCING
STATEMENTS LISTED ON SCHEDULE I HERETO, ALL ACTION NECESSARY OR DESIRABLE TO
PROTECT AND PERFECT AGENT'S LIEN ON EACH GRANTOR'S PATENTS, TRADEMARKS OR
COPYRIGHTS SHALL HAVE BEEN DULY TAKEN.
(I)
[ALL MOTOR VEHICLES OWNED BY GRANTORS
ARE LISTED ON SCHEDULE V HERETO, BY MODEL, MODEL YEAR AND VEHICLE IDENTIFICATION
NUMBER ("VIN").
GRANTORS SHALL DELIVER TO AGENT MOTOR VEHICLE TITLE
CERTIFICATES FOR ALL MOTOR VEHICLES FROM TIME TO TIME OWNED BY IT
10
AND SHALL CAUSE THOSE TITLE CERTIFICATES TO BE FILED (WITH AGENT'S LIEN NOTED
THEREON) IN THE APPROPRIATE STATE MOTOR VEHICLE FILING OFFICE.]
5.
COVENANTS.
Each Grantor covenants and
agrees with Agent, for the benefit of Agent and Lenders, that from and after the
date of this Security Agreement and until the Termination Date:
(A)
FURTHER ASSURANCES: PLEDGE OF INSTRUMENTS;
CHATTEL PAPER.
(I)
AT ANY TIME AND FROM TIME TO TIME, UPON
THE WRITTEN REQUEST OF AGENT AND AT THE SOLE EXPENSE OF GRANTORS, EACH GRANTOR
SHALL PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL SUCH FURTHER INSTRUMENTS
AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS AGENT MAY DEEM DESIRABLE TO
OBTAIN THE FULL BENEFITS OF THIS SECURITY AGREEMENT AND OF THE RIGHTS AND POWERS
HEREIN GRANTED, INCLUDING (A) USING ITS BEST EFFORTS TO SECURE ALL CONSENTS AND
APPROVALS NECESSARY OR APPROPRIATE FOR THE ASSIGNMENT TO OR FOR THE BENEFIT OF
AGENT OF ANY LICENSE OR CONTRACT HELD BY SUCH GRANTOR AND TO ENFORCE THE
SECURITY INTERESTS GRANTED HEREUNDER; AND (B) FILING ANY FINANCING OR
CONTINUATION STATEMENTS UNDER THE CODE WITH RESPECT TO THE LIENS GRANTED
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT AS TO THOSE JURISDICTIONS THAT ARE
NOT UNIFORM COMMERCIAL CODE JURISDICTIONS.
(II)
UNLESS AGENT SHALL OTHERWISE CONSENT IN
WRITING (WHICH CONSENT MAY BE REVOKED), EACH GRANTOR SHALL DELIVER TO AGENT ALL
COLLATERAL CONSISTING OF NEGOTIABLE DOCUMENTS, CERTIFICATED SECURITIES, CHATTEL
PAPER AND INSTRUMENTS (IN EACH CASE, ACCOMPANIED BY STOCK POWERS, ALLONGES OR
OTHER INSTRUMENTS OF TRANSFER EXECUTED IN BLANK) PROMPTLY AFTER SUCH CREDIT
PARTY RECEIVES THE SAME.
(III)
EACH GRANTOR SHALL, IN ACCORDANCE WITH THE
TERMS OF THE CREDIT AGREEMENT, OBTAIN OR USE ITS BEST EFFORTS TO OBTAIN WAIVERS
OR SUBORDINATIONS OF LIENS FROM LANDLORDS AND MORTGAGEES, AND EACH CREDIT PARTY
SHALL IN ALL INSTANCES OBTAIN SIGNED ACKNOWLEDGEMENTS OF AGENT'S LIENS FROM
BAILEES HAVING POSSESSION OF ANY GRANTOR'S GOODS THAT THEY HOLD FOR THE BENEFIT
OF AGENT.
(IV)