RESPECT TO EACH MATERIAL IP AGREEMENT,
EXCEPT AS COULD NOT BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT:
(A) SUCH IP AGREEMENT IS VALID AND BINDING AND IN FULL FORCE AND EFFECT WITH
RESPECT TO SUCH GRANTOR, AND TO THE KNOWLEDGE OF ANY SPECIFIED OFFICER OF SUCH
GRANTOR, WITH RESPECT TO ANY OTHER PARTY THERETO, AND REPRESENTS THE ENTIRE
AGREEMENT BETWEEN THE RESPECTIVE PARTIES THERETO WITH RESPECT TO THE SUBJECT
MATTER THEREOF; (B) SUCH IP AGREEMENT WILL NOT CEASE TO BE VALID AND BINDING AND
IN FULL FORCE AND EFFECT ON TERMS IDENTICAL TO THOSE CURRENTLY IN EFFECT AS A
RESULT OF THE RIGHTS AND INTEREST GRANTED HEREIN, NOR WILL THE GRANT OF SUCH
RIGHTS AND INTEREST CONSTITUTE A MATERIAL BREACH OR DEFAULT UNDER SUCH IP
AGREEMENT OR OTHERWISE GIVE ANY PARTY THERETO A RIGHT TO TERMINATE SUCH IP
AGREEMENT; (C) SUCH GRANTOR HAS NOT RECEIVED ANY WRITTEN NOTICE OF TERMINATION
OR CANCELLATION UNDER SUCH IP AGREEMENT; (D) SUCH GRANTOR HAS NOT RECEIVED ANY
NOTICE OF A BREACH OR DEFAULT UNDER SUCH IP AGREEMENT, WHICH BREACH OR DEFAULT
HAS NOT BEEN CURED; AND (E) NEITHER SUCH GRANTOR NOR, TO THE KNOWLEDGE OF ANY
SPECIFIED OFFICER OF SUCH GRANTOR, IS ANY OTHER PARTY TO SUCH IP AGREEMENT IS IN
BREACH OR DEFAULT THEREOF IN ANY MATERIAL RESPECT, AND, TO THE KNOWLEDGE OF ANY
SPECIFIED OFFICER OF SUCH GRANTOR NO EVENT HAS OCCURRED THAT, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE SUCH A BREACH OR DEFAULT OR PERMIT
TERMINATION, MODIFICATION OR ACCELERATION UNDER SUCH IP AGREEMENT.
(L)
SUCH GRANTOR HAS NO COMMERCIAL TORT
CLAIMS IN EXCESS OF $2,500,000 OTHER THAN THOSE LISTED IN SCHEDULE V HERETO AND
ADDITIONAL COMMERCIAL TORT CLAIMS AS TO WHICH SUCH GRANTOR HAS COMPLIED WITH THE
REQUIREMENTS OF SECTION 14.
SECTION 9.
Further Assurances.
(a)
Each Grantor agrees that from time to
time, at the expense of such Grantor, such Grantor will promptly execute and
deliver, or otherwise authenticate, all further instruments and documents, and
take all further commercially reasonable action that is necessary, or that the
Collateral Agent may reasonably request, in order to perfect and protect any
pledge or security interest granted or purported to be granted by such Grantor
hereunder or to enable the Collateral Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral of such Grantor.
Each
GRANTOR FURTHER AGREES THAT IT SHALL, AT THE EXPENSE OF SUCH GRANTOR, TAKE ANY
AND ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY TO DEFEND TITLE TO THE
COLLATERAL AGAINST ALL PERSONS AND TO DEFEND THE SECURITY INTEREST CREATED
HEREUNDER AND THE PRIORITY THEREOF AGAINST ANY LIEN PROHIBITED UNDER THE CREDIT
AGREEMENT.
(B)
EACH GRANTOR HEREBY AUTHORIZES THE
COLLATERAL AGENT TO FILE ONE OR MORE FINANCING OR CONTINUATION STATEMENTS, AND
AMENDMENTS THERETO, INCLUDING, WITHOUT LIMITATION, ONE OR MORE FINANCING
STATEMENTS INDICATING THAT SUCH FINANCING STATEMENTS COVER ALL ASSETS OR ALL
PERSONAL PROPERTY (OR WORDS OF SIMILAR EFFECT) OF SUCH GRANTOR, REGARDLESS OF
WHETHER ANY PARTICULAR ASSET DESCRIBED IN SUCH