GRANTOR OWNS ITS COLLATERAL FREE AND CLEAR OF ANY LIEN, EXCEPT
FOR THE SECURITY INTEREST CREATED BY THIS AGREEMENT AND PERMITTED LIENS EXISTING
ON THE DATE HEREOF. NO EFFECTIVE FINANCING STATEMENT OR OTHER INSTRUMENT SIMILAR
IN EFFECT COVERING ALL OR ANY PART OF THE
9
COLLATERAL IS ON FILE IN ANY RECORDING OFFICE, EXCEPT (I) FOR FINANCING
STATEMENTS FILED IN FAVOR OF THE SECURED PARTIES RELATING TO THIS AGREEMENT AND
(II) IN CONNECTION WITH PERMITTED LIENS.
(G)
ALL OF SUCH GRANTOR'S EQUIPMENT AND INVENTORY (I) WERE ACQUIRED IN
THE ORDINARY COURSE OF BUSINESS AND (II) ARE LOCATED AT THE PLACES SPECIFIED IN
SCHEDULE I HERETO. THE PRINCIPAL PLACE OF BUSINESS AND CHIEF EXECUTIVE OFFICE OF
SUCH GRANTOR AND THE OFFICE WHERE SUCH GRANTOR KEEPS ITS RECORDS CONCERNING
ACCOUNTS RECEIVABLE AND OTHER COLLATERAL ARE LOCATED AT THE ADDRESS SPECIFIED IN
SCHEDULE I HERETO. ALL ORIGINALS OF ALL CHATTEL PAPER WHICH EVIDENCE ACCOUNTS
RECEIVABLE THAT ARE NOT REQUIRED TO BE DELIVERED TO SILICON AND PHOENIX HAVE
BEEN DELIVERED TO THE SECURED PARTIES. NONE OF THE ACCOUNTS RECEIVABLE IS
EVIDENCED BY A PROMISSORY NOTE OR OTHER INSTRUMENT.
(H)
SUCH GRANTOR CONDUCTS NO BUSINESS UNDER ANY NAME OR TRADE NAME OTHER
THAN ITS PROPER CORPORATE NAME, WHICH IS THE NAME SET FORTH IN THE PREAMBLE
HERETO.
(I)
SUCH GRANTOR HAS EXCLUSIVE POSSESSION AND CONTROL OF ITS EQUIPMENT
AND INVENTORY.
(J)
SCHEDULE II HERETO SETS FORTH A COMPLETE AND CORRECT LIST OF ALL
PATENTS, TRADEMARKS AND COPYRIGHTS OWNED OR APPLIED FOR BY SUCH GRANTOR ON THE
DATE HEREOF. SUCH GRANTOR HAS THE RIGHT TO USE ALL ITS PATENTS, TRADEMARKS, AND
COPYRIGHTS AND ALL COMPUTER PROGRAMS AND OTHER SIMILAR OR RELATED RIGHTS, FREE
FROM RESTRICTIONS, WHICH ARE NECESSARY FOR THE OPERATION OF ITS BUSINESSES AS
PRESENTLY CONDUCTED.
THERE IS NOT PENDING OR, TO THE KNOWLEDGE OF SUCH GRANTOR,
THREATENED, ANY CLAIM OR LITIGATION AGAINST OR AFFECTING SUCH GRANTOR CONTESTING
THE VALIDITY OF ANY OF ITS PATENTS, TRADEMARKS OR COPYRIGHTS OR COMPUTER PROGRAM
OR OTHER RIGHT.
(K)
ALL KNOWN EXISTING COMMERCIAL TORT CLAIMS OWNED BY SUCH GRANTOR ARE
SET FORTH AND DESCRIBED IN SCHEDULE III HERETO.
SECTION 9.
Certain Covenants; Further Assurances. Each of the Grantors hereby
covenants and agrees as follows:
(a)
It shall not change its name or jurisdiction of incorporation or its
corporate structure, or merge or consolidate with or into any other person, or
dissolve or elect to dissolve, or become domesticated under the laws of any
other jurisdiction, or acquire any assets or enter into any transaction outside
of the ordinary course of business, without the prior written consent of the
Secured Parties.
(b)
It shall duly and promptly observe, perform and comply with all
covenants and undertakings on the part of such Grantor contained herein.
(c)
It shall not pledge, assign or transfer any of the Collateral, or
create or permit to exist any Lien upon or with respect to any of the
Collateral, or convey or otherwise dispose any of the Collateral, or attempt or
agree so to do,