OFFICE.
C.
LEGAL NAME.
BORROWER'S EXACT LEGAL NAME IS AS SET FORTH IN THE
FIRST PARAGRAPH OF THIS AGREEMENT.
BORROWER SHALL NOT CHANGE ITS LEGAL NAME OR
ITS FORM OF ORGANIZATION WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE TO THE AGENT.
D.
TITLE AND AUTHORITY.
BORROWER HAS (I) RIGHTS IN AND GOOD TITLE
TO THE COLLATERAL IN WHICH IT IS GRANTING A SECURITY INTEREST HEREUNDER AND
(II) THE REQUISITE CORPORATE POWER AND AUTHORITY TO GRANT TO THE AGENT THE
SECURITY INTEREST IN SUCH COLLATERAL PURSUANT HERETO 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 OTHER THAN ANY CONSENT OR APPROVAL
WHICH HAS BEEN OBTAINED.
BORROWER HAS THE SOLE, FULL AND CLEAR TITLE TO EACH OF
THE PATENTS SHOWN ON SCHEDULE A HERETO AND THE REGISTRATIONS THEREOF ARE VALID
AND SUBSISTING AND IN FULL FORCE AND EFFECT.
NONE OF THE PATENTS HAS BEEN
ABANDONED OR DEDICATED, AND, EXCEPT TO THE EXTENT THAT THE AGENT, UPON PRIOR
WRITTEN NOTICE BY BORROWER, SHALL CONSENT, BORROWER WILL NOT DO ANY ACT, OR OMIT
TO DO ANY ACT, WHEREBY THE PATENTS MAY BECOME ABANDONED OR DEDICATED AND SHALL
NOTIFY THE AGENT IMMEDIATELY IF IT KNOWS OF ANY REASON OR HAS REASON TO KNOW
THAT ANY APPLICATION OR REGISTRATION MAY BECOME ABANDONED OR DEDICATED.
BORROWER HEREBY REPRESENTS AND WARRANTS THAT THE PATENTS SHOWN ON SCHEDULE A ARE
THE ONLY ISSUED U.S. PATENTS OWNED BY BORROWER AS OF THE DATE OF THIS AGREEMENT.
E.
FILING.
FULLY EXECUTED UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS CONTAINING A DESCRIPTION OF THE COLLATERAL SHALL HAVE BEEN, OR SHALL
BE DELIVERED TO THE AGENT IN A FORM SUCH THAT THEY CAN BE, FILED OF RECORD IN
EVERY GOVERNMENTAL, MUNICIPAL OR OTHER OFFICE IN EVERY JURISDICTION IN WHICH ANY
PORTION OF THE COLLATERAL IS LOCATED NECESSARY TO PUBLISH NOTICE OF AND PROTECT
THE VALIDITY OF AND TO ESTABLISH A VALID, LEGAL AND PERFECTED SECURITY INTEREST
IN FAVOR OF THE AGENT IN RESPECT OF THE COLLATERAL IN WHICH A SECURITY INTEREST
MAY BE PERFECTED BY FILING IN THE UNITED STATES AND ITS TERRITORIES AND
POSSESSIONS, AND NO FURTHER OR SUBSEQUENT FILING, REFILING, RECORDING,
RERECORDING, REGISTRATION OR REREGISTRATION IS NECESSARY IN ANY SUCH
JURISDICTION, EXCEPT AS PROVIDED UNDER APPLICABLE LAW WITH RESPECT TO THE FILING
OF UNIFORM COMMERCIAL CODE CONTINUATION STATEMENTS.
F.
VALIDITY OF SECURITY INTEREST.
THE SECURITY INTEREST
CONSTITUTES A VALID, LEGAL AND PERFECTED SECURITY INTEREST IN ALL OF THE
COLLATERAL FOR PAYMENT AND PERFORMANCE OF THE OBLIGATIONS SUBJECT ONLY TO
PERMITTED LIENS.
3
G.
LOCATIONS OF COLLATERAL; PLACE OF BUSINESS.
BORROWER HEREBY
REPRESENTS AND WARRANTS THAT ALL THE COLLATERAL IS LOCATED AT THE LOCATIONS
LISTED ON SCHEDULE A HERETO AND THAT ITS FEDERAL EMPLOYER IDENTIFICATION NUMBER
IS AS SET FORTH ON SAID SCHEDULE.
THE BORROWER AGREES NOT TO ESTABLISH, OR
PERMIT TO BE ESTABLISHED, ANY OTHER LOCATION FOR COLLATERAL UNLESS ALL FILINGS
UNDER THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY STATE OR OTHERWISE WHICH
ARE