MEMBER OF THE LENDER GROUP AS FOLLOWS:
(A)
NO OTHER PATENTS.
A TRUE AND CORRECT LIST OF ALL MATERIAL PATENTS
OWNED, HELD (WHETHER PURSUANT TO A LICENSE OR OTHERWISE), OR USED BY DEBTOR, IN
WHOLE OR IN PART, AS OF THE DATE HEREOF, IS SET FORTH IN SCHEDULE A AND SCHEDULE
B; PROVIDED, THAT SCHEDULE B ONLY LISTS THOSE PATENTS PENDING AS OF THE DATE
HEREOF.
(B)
VALIDITY.
EACH OF THE PATENTS LISTED ON SCHEDULE A AND SCHEDULE B
IS SUBSISTING AND HAS NOT BEEN ADJUDGED INVALID OR UNENFORCEABLE, IN WHOLE OR IN
PART, ALL MAINTENANCE FEES REQUIRED TO BE PAID ON ACCOUNT OF ANY SUCH PATENTS
HAVE BEEN PAID FOR MAINTAINING SUCH PATENTS IN FORCE, AND, TO DEBTOR'S
KNOWLEDGE, EACH OF SUCH PATENTS IS VALID AND ENFORCEABLE, EXCEPT SUCH NONPAYMENT
OF MAINTENANCE FEES AS REASONABLY COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(C)
TITLE.
(I) DEBTOR HAS RIGHTS IN AND GOOD TITLE TO THE EXISTING
PATENT COLLATERAL, (II) WITH RESPECT TO THE PATENT COLLATERAL SHOWN ON SCHEDULE
A AND SCHEDULE B HERETO AS OWNED BY IT, DEBTOR IS THE SOLE AND EXCLUSIVE OWNER
THEREOF, FREE AND CLEAR OF ANY LIENS AND RIGHTS OF OTHERS (OTHER THAN (A) LIENS
IN FAVOR OF COLLATERAL AGENT, FOR THE BENEFIT OF THE LENDER GROUP, AND (B)
PERMITTED LIENS), (III) WITH RESPECT TO ANY PATENT SET FORTH IN SCHEDULE A AND
SCHEDULE B FOR WHICH DEBTOR IS EITHER A LICENSOR OR A LICENSEE PURSUANT TO A
LICENSE OR LICENSEE AGREEMENT REGARDING PATENT, EACH SUCH LICENSE OR LICENSING
AGREEMENT IS IN FULL FORCE AND EFFECT, DEBTOR IS NOT IN DEFAULT OF ANY OF ITS
MATERIAL OBLIGATIONS THEREUNDER AND, OTHER THAN (A) THE PARTIES TO SUCH LICENSES
OR LICENSING AGREEMENTS, OR (B) IN THE CASE OF ANY NON-EXCLUSIVE LICENSE OR
LICENSE AGREEMENT ENTERED INTO BY DEBTOR OR ANY SUCH LICENSOR REGARDING SUCH
PATENT COLLATERAL, THE PARTIES TO ANY OTHER SUCH NON-EXCLUSIVE LICENSES OR
LICENSE AGREEMENTS ENTERED INTO BY DEBTOR OR ANY SUCH LICENSOR WITH ANY OTHER
PERSON, NO OTHER PERSON IS KNOWN BY DEBTOR TO HAVE ANY RIGHTS IN OR TO ANY SUCH
PATENT COLLATERAL.
(D)
NO INFRINGEMENT.
TO DEBTOR'S KNOWLEDGE, (I) NO MATERIAL
INFRINGEMENT OR UNAUTHORIZED USE PRESENTLY IS BEING MADE OF ANY OF THE PATENT
COLLATERAL BY ANY PERSON, AND (II) THE PAST, PRESENT AND CONTEMPLATED FUTURE USE
OF ANY MATERIAL ITEM OF THE PATENT COLLATERAL BY DEBTOR HAS NOT, DOES NOT AND
WILL NOT INFRINGE UPON OR VIOLATE ANY RIGHT, PRIVILEGE OR LICENSE AGREEMENT OF
OR WITH ANY OTHER PERSON.
(E)
POWERS.
DEBTOR HAS THE UNQUALIFIED RIGHT, POWER AND AUTHORITY TO
PLEDGE AND TO GRANT TO COLLATERAL AGENT SECURITY INTERESTS IN ALL OF THE PATENT
COLLATERAL
7
PURSUANT TO THIS AGREEMENT, AND TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, WITHOUT THE CONSENT OR APPROVAL
OF ANY OTHER PERSON EXCEPT AS ALREADY OBTAINED.
5.
COVENANTS.
DEBTOR COVENANTS THAT SO LONG AS THIS AGREEMENT SHALL
BE IN EFFECT,