FORM OF
ANNEX A ATTACHED HERETO, UPON COMPLETION OF SUCH MERGER OR OTHER CHANGE IN
CORPORATE STRUCTURE CONFIRMING THE GRANT OF THE SECURITY INTEREST HEREUNDER.
6.2
Collateral Identification; Special Collateral.
(A)
IN THE EVENT THAT IT HEREAFTER ACQUIRES ANY
COLLATERAL OF A TYPE DESCRIBED IN SECTION 5.2(B) HEREOF, IT SHALL PROMPTLY
NOTIFY THE COLLATERAL AGENT THEREOF IN WRITING AND TAKE SUCH ACTIONS AND EXECUTE
SUCH DOCUMENTS AND MAKE SUCH FILINGS ALL AT GRANTOR'S EXPENSE AS THE COLLATERAL
AGENT MAY REASONABLY REQUEST IN ORDER TO ENSURE THAT THE COLLATERAL AGENT HAS A
VALID, PERFECTED, FIRST PRIORITY SECURITY INTEREST IN SUCH COLLATERAL, SUBJECT
IN THE CASE OF PRIORITY ONLY, TO ANY PERMITTED LIENS.
NOTWITHSTANDING THE
FOREGOING, NO GRANTOR SHALL BE REQUIRED TO NOTIFY THE COLLATERAL AGENT OR TAKE
ANY SUCH ACTION UNLESS SUCH COLLATERAL IS MATERIAL TO SUCH GRANTOR'S BUSINESS.
(B)
IN THE EVENT THAT IT HEREAFTER ACQUIRES OR
HAS ANY COMMERCIAL TORT CLAIMS IN EXCESS OF $500,000 INDIVIDUALLY OR $1,000,000
IN THE AGGREGATE IT SHALL DELIVER TO THE COLLATERAL AGENT A COMPLETED PLEDGE
SUPPLEMENT, SUBSTANTIALLY IN THE FORM OF EXHIBIT A ATTACHED HERETO, TOGETHER
WITH ALL SUPPLEMENTS TO SCHEDULES THERETO, IDENTIFYING SUCH NEW COMMERCIAL TORT
CLAIMS.
6.3
Ownership of Collateral and Absence of Other
Liens.
(A)
EXCEPT FOR THE SECURITY INTEREST CREATED BY
THIS AGREEMENT, IT SHALL NOT CREATE OR SUFFER TO EXIST ANY LIEN UPON OR WITH
RESPECT TO ANY OF THE COLLATERAL, OTHER THAN PERMITTED LIENS, AND SUCH GRANTOR
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO DEFEND THE COLLATERAL AGAINST ALL
PERSONS AT ANY TIME CLAIMING ANY LIEN THEREON OTHER THAN A PERMITTED LIEN; AND
(B)
IT SHALL NOT SELL, TRANSFER OR ASSIGN (BY
OPERATION OF LAW OR OTHERWISE) ANY COLLATERAL TO ANOTHER PERSON OR PROVIDE AN
EXCLUSIVE IP LICENSE (AS SUCH TERM IS DEFINED IN THE CREDIT AGREEMENT) TO
ANOTHER PERSON EXCEPT AS OTHERWISE PERMITTED BY THE CREDIT AGREEMENT.
18
6.4
Status of Security Interest.
(A)
SUBJECT TO THE LIMITATIONS SET FORTH IN
SUBSECTION (B) OF THIS SECTION 6.4 AND SUBJECT TO RIGHTS TO SELL, TRANSFER OR
ASSIGN PERMITTED UNDER SECTION 6.5(B), EACH GRANTOR SHALL MAINTAIN THE SECURITY
INTEREST OF THE COLLATERAL AGENT HEREUNDER IN ALL COLLATERAL AS VALID,
PERFECTED, FIRST PRIORITY LIENS (SUBJECT, IN THE CASE OF PRIORITY ONLY, TO
PERMITTED LIENS).
(B)
NOTWITHSTANDING THE FOREGOING, NO GRANTOR
SHALL BE REQUIRED TO TAKE ANY ACTION TO PERFECT ANY COLLATERAL THAT CAN ONLY BE
PERFECTED BY (I) CONTROL, (II) FEDERAL OR FOREIGN FILINGS WITH RESPECT TO
INTELLECTUAL PROPERTY, (III) FILINGS WITH REGISTRARS OF MOTOR VEHICLES OR
SIMILAR GOVERNMENTAL AUTHORITIES WITH RESPECT TO GOODS COVERED BY A CERTIFICATE
OF TITLE, OR (IV) ANY METHOD OTHER THAN FILING OF A UCC FILING OR DELIVERY TO
THE COLLATERAL AGENT, IN EACH CASE EXCEPT AS AND TO THE EXTENT SPECIFIED IN
SECTION 4 HEREOF.
6.5
Goods & Receivables.
(A)
IT SHALL NOT DELIVER ANY DOCUMENT
EVIDENCING ANY EQUIPMENT AND INVENTORY TO ANY PERSON OTHER THAN THE ISSUER OF
SUCH DOCUMENT TO CLAIM THE GOODS EVIDENCED THEREFOR OR THE COLLATERAL AGENT, ANY
ISSUER