SET FORTH IN SCHEDULES V, VI
OR VII, NONE OF SUCH COPYRIGHTS, PATENTS AND TRADEMARKS 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 COPYRIGHT, PATENT OR TRADEMARK.
EXCEPT AS DISCLOSED ON
SCHEDULES V, VI OR VII, NO ACTION OR PROCEEDING IS PENDING (I) SEEKING TO LIMIT,
CANCEL OR QUESTION THE VALIDITY OF ANY COPYRIGHT, PATENT OR TRADEMARK, OR (II)
WHICH, IF ADVERSELY DETERMINED, WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE
VALUE OF ANY COPYRIGHT, PATENT OR TRADEMARK.
6
(K)
GOVERNMENTAL OBLIGORS.
NONE OF THE OBLIGORS ON ANY RECEIVABLES IS
A GOVERNMENTAL AUTHORITY.
(L)
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS.
ALL DEPOSIT ACCOUNTS
AND SECURITIES ACCOUNTS WITH RESPECT TO EACH GRANTOR ARE LISTED ON SCHEDULE III,
INCLUDING THE INSTITUTION AT WHICH SUCH DEPOSIT ACCOUNT OR SECURITIES ACCOUNT IS
ESTABLISHED, THE PURPOSE THEREOF, THE NAME THEREON, AND THE ACCOUNT NUMBER
THEREOF.
EACH GRANTOR AGREES THAT AT NO TIME AFTER THE DATE THAT IS FIFTEEN
(15) DAYS AFTER THE CLOSING DATE, MAY THE AGGREGATE AMOUNT OF FUNDS HELD IN SUCH
DEPOSIT ACCOUNTS OF THE GRANTORS AND INVESTMENT PROPERTY HELD IN SECURITIES
ACCOUNTS WHICH ARE NOT SUBJECT TO ACCOUNT CONTROL AGREEMENTS EXCEED $100,000;
PROVIDED THAT THIS REQUIREMENT SHALL NOT APPLY TO AMOUNTS HELD IN THE PAYROLL
ACCOUNT TO THE EXTENT SUCH AMOUNTS ARE HELD THEREIN SOLELY FOR THE PURPOSES OF
DISBURSING PAYROLL IN A MANNER CONSISTENT WITH PAST PRACTICES (IT BEING
UNDERSTOOD THAT ANY CASH AND/OR INVESTMENT PROPERTY HELD THEREIN IN EXCESS OF
THE AMOUNT REQUIRED SHALL BE TRANSFERRED TO A DEPOSIT ACCOUNT AND/OR SECURITIES
ACCOUNT WHICH IS SUBJECT TO AN ACCOUNT CONTROL AGREEMENT).
EACH GRANTOR AGREES
THAT IT WILL NOT TRANSFER ASSETS OUT OF ANY SECURITIES ACCOUNT, OR TRANSFER ANY
SECURITIES ACCOUNT TO ANOTHER SECURITIES INTERMEDIARY, UNLESS SUCH GRANTOR, THE
LENDER, AND THE SUBSTITUTE SECURITIES INTERMEDIARY HAVE ENTERED INTO AN ACCOUNT
CONTROL AGREEMENT.
NO ARRANGEMENT CONTEMPLATED HEREBY OR BY ANY ACCOUNT CONTROL
AGREEMENT IN RESPECT OF ANY SECURITIES ACCOUNT OR OTHER INVESTMENT PROPERTY
SHALL BE MODIFIED BY ANY GRANTOR WITHOUT THE PRIOR WRITTEN CONSENT OF THE
LENDER.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
THE LENDER MAY NOTIFY ANY SECURITIES INTERMEDIARY TO LIQUIDATE THE APPLICABLE
SECURITIES ACCOUNT OR ANY RELATED INVESTMENT PROPERTY MAINTAINED OR HELD THEREBY
AND REMIT THE PROCEEDS THEREOF TO AN ACCOUNT SPECIFIED BY THE LENDER (INCLUDING
ANY COLLATERAL ACCOUNT).
Each of the foregoing representations and warranties set forth in this Section 4
apply only to the extent that they are applicable to Collateral.
5.
COVENANTS.
EACH GRANTOR COVENANTS AND AGREES WITH THE SECURED
PARTY THAT, FROM AND AFTER THE DATE OF THIS AGREEMENT UNTIL THE OBLIGATIONS ARE
PAID IN FULL:
(A)
MAINTENANCE OF PERFECTED SECURITY INTERESTS; FURTHER
DOCUMENTATION; PLEDGE OF INSTRUMENTS AND CHATTEL PAPER.
EACH GRANTOR SHALL
MAINTAIN THE SECURITY INTEREST CREATED BY THIS AGREEMENT AS A PERFECTED SECURITY
INTEREST HAVING AT LEAST THE PRIORITY DESCRIBED IN SECTION 4(B) HEREOF AND