(D)
BORROWER HAS NO KNOWLEDGE OF ANY CLAIM THAT
ANY OF THE COLLATERAL OR THE BORROWER'S USE OF ANY COLLATERAL VIOLATES THE
RIGHTS OF ANY THIRD PARTY.
THERE HAS BEEN NO ADVERSE DECISION OF WHICH THE
BORROWER IS AWARE AS TO THE BORROWER'S EXCLUSIVE (OR NONEXCLUSIVE, AS THE CASE
MAY BE) RIGHTS TO USE THE COLLATERAL IN ANY JURISDICTION, AND, TO THE KNOWLEDGE
OF THE BORROWER THERE IS NO PROCEEDING INVOLVING SAID RIGHTS PENDING OR
THREATENED BEFORE ANY COURT, JUDICIAL BODY, ADMINISTRATIVE OR REGULATORY AGENCY,
ARBITRATOR OR OTHER GOVERNMENTAL AUTHORITY.
(E)
THE BORROWER SHALL AT ALL TIMES MAINTAIN
ITS BOOKS OF ACCOUNT AND RECORDS RELATING TO MATERIAL COLLATERAL AT ITS
PRINCIPAL PLACE OF BUSINESS AND MAY NOT RELOCATE SUCH BOOKS OF ACCOUNT AND
RECORDS UNLESS IT DELIVERS TO EACH OF THE SECURED PARTIES AT LEAST 30 DAYS PRIOR
TO SUCH RELOCATION (I) WRITTEN NOTICE OF SUCH RELOCATION AND THE NEW LOCATION
THEREOF (WHICH MUST BE WITHIN THE UNITED STATES) AND (II) EVIDENCE THAT
APPROPRIATE FINANCING STATEMENTS AND OTHER NECESSARY DOCUMENTS HAVE BEEN FILED
AND RECORDED AND OTHER STEPS HAVE BEEN TAKEN TO PERFECT THE SECURITY INTEREST TO
CREATE IN FAVOR OF EACH OF THE SECURED PARTIES A VALID, PERFECTED AND CONTINUING
FIRST PRIORITY LIEN IN THE COLLATERAL, SUBJECT TO PERMITTED LIENS.
(F)
THIS AGREEMENT CREATES IN FAVOR OF EACH
OF THE SECURED PARTIES A VALID SECURITY INTEREST IN THE COLLATERAL, SECURING THE
PAYMENT AND SATISFACTION OF THE OBLIGATIONS, AND, UPON MAKING THE FILINGS
DESCRIBED IN THE IMMEDIATELY FOLLOWING SENTENCE, A PERFECTED FIRST PRIORITY
SECURITY INTEREST IN SUCH COLLATERAL THAT IS SENIOR TO ALL HEREINAFTER CREATED
SECURITY INTERESTS, OTHER THAN PERMITTED LIENS.
EXCEPT FOR (X) THE FILING OF
THIS AGREEMENT WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE WITH RESPECT
TO THE PATENTS AND TRADEMARKS AND THE FILING OF THIS AGREEMENT WITH THE
UNITED
STATES COPYRIGHTS OFFICE WITH RESPECT TO THE COPYRIGHTS, AND (Y) THE FILING OF
FINANCING STATEMENTS ON FORM UCC-1 UNDER THE UCC WITH THE JURISDICTIONS
INDICATED IN SCHEDULE A, ATTACHED HERETO, AND (Z) MAKING OTHER FILINGS AS MAY BE
REQUIRED UNDER THE APPLICABLE FOREIGN JURIDISCTIONS, NO AUTHORIZATION OR
APPROVAL OF OR FILING WITH OR NOTICE TO ANY GOVERNMENTAL AUTHORITY OR REGULATORY
BODY IS REQUIRED EITHER: (I) FOR THE GRANT BY THE BORROWER OF, OR THE
EFFECTIVENESS OF, THE SECURITY INTEREST GRANTED HEREBY OR FOR THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE BORROWER OR (II) FOR THE
PERFECTION OF OR EXERCISE BY THE SECURED PARTIES OF ITS RIGHTS AND REMEDIES
HEREUNDER.
(G)
ON THE DATE OF EXECUTION OF THIS AGREEMENT,
THE BORROWER AUTHORIZES EACH SECURED PARTY TO: (I) FILE ONE OR MORE FINANCING
STATEMENTS UNDER THE UCC WITH RESPECT TO THE SECURITY INTEREST FOR FILING WITH
THE JURISDICTIONS INDICATED ON SCHEDULE A, ATTACHED HERETO AND (II) RECORD ONE
OR MORE EXECUTED RECORDATION SHEETS RELATING TO THE FILING AND RECORDING OF THIS
AGREEMENT WITH EACH OF THE UNITED STATES PATENT AND TRADEMARK OFFICE AND THE
UNITED STATES COPYRIGHTS OFFICE WITH RESPECT TO THE PATENTS, TRADEMARKS AND
COPYRIGHTS