any such
limitation described in the foregoing on the security interests granted
hereunder shall only apply to the extent that any such prohibition could not be
rendered ineffective or unenforceable pursuant to the UCC or any other
Applicable Law (including Debtor Relief Laws) or principles of equity and
(ii) in the event of the termination or elimination of any such prohibition or
the requirement for any consent contained in such lease, license or contract or
in any Applicable Law,
to the extent sufficient to permit any such item to
become Collateral hereunder, or upon the granting of any such consent, or
waiving or terminating any requirement for such consent, a security interest in
such lease, license or contract shall be automatically and simultaneously
granted hereunder and shall be included as Collateral hereunder.
Borrowers and the Lender hereby acknowledge and agree that the security interest
created hereby in the Collateral (i) constitutes continuing collateral security
for all of the Obligations, whether now existing or hereafter
7
arising and (ii) is not to be construed as an assignment of any copyrights,
copyright licenses, patents, patent licenses, trademarks or trademark licenses.
3.02
EXTENT OF SECURITY INTERESTS.
THE SECURITY
INTEREST GRANTED IN SECTION 3.01 HEREOF SHALL EXTEND AND ATTACH TO ALL
COLLATERAL WHICH IS PRESENTLY IN EXISTENCE OR HEREAFTER ACQUIRED AND WHICH IS
OWNED BY ANY BORROWER OR IN WHICH ANY BORROWER HAS ANY INTEREST, WHETHER HELD BY
SUCH BORROWER OR BY OTHERS FOR SUCH BORROWER'S ACCOUNT, AND WHEREVER LOCATED,
AND, IF ANY OF THE COLLATERAL IS EQUIPMENT, WHETHER SUCH BORROWER'S INTEREST IN
SUCH EQUIPMENT IS AS OWNER, LESSEE OR CONDITIONAL VENDEE.
3.03
LIEN DOCUMENTS.
AT CLOSING AND THEREAFTER AS
LENDER DEEMS NECESSARY, EACH BORROWER SHALL EXECUTE (IF REQUIRED) AND DELIVER TO
LENDER, OR SHALL HAVE EXECUTED (IF REQUIRED) AND DELIVERED (ALL IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO LENDER):
(A)
FINANCING STATEMENTS.
FINANCING STATEMENTS
PURSUANT TO THE UCC, WHICH LENDER MAY FILE IN THE JURISDICTION WHERE ANY
BORROWER IS ORGANIZED AND IN ANY OTHER JURISDICTION THAT LENDER DEEMS
APPROPRIATE; AND
(B)
OTHER AGREEMENTS.
ANY OTHER AGREEMENTS,
DOCUMENTS, INSTRUMENTS AND WRITINGS, INCLUDING, WITHOUT LIMITATION, SECURITY
AGREEMENTS, DEPOSIT ACCOUNT CONTROL AGREEMENTS, DEEDS OF TRUST, MORTGAGES, AND
ASSIGNMENT AGREEMENTS, REASONABLY REQUIRED BY LENDER TO EVIDENCE, PERFECT OR
PROTECT LENDER'S LIENS AND SECURITY INTEREST IN THE COLLATERAL OR AS LENDER MAY
REASONABLY REQUEST FROM TIME TO TIME, INCLUDING, WITHOUT LIMITATION, A WAIVER
AGREEMENT FROM EACH LANDLORD WITH RESPECT TO ANY REAL PROPERTY OF ANY BORROWER,
IN FORM AND SUBSTANCE SATISFACTORY TO LENDER.
3.04
OTHER ACTIONS.
(A)
IN ADDITION TO THE FOREGOING, EACH BORROWER
SHALL DO ANYTHING FURTHER THAT MAY BE LAWFULLY AND REASONABLY REQUIRED BY LENDER
TO PERFECT ITS SECURITY INTERESTS AND TO EFFECTUATE THE INTENTIONS AND
OBJECTIVES OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE EXECUTION (IF
REQUIRED) AND DELIVERY OF CONTINUATION STATEMENTS, AMENDMENTS TO FINANCING
STATEMENTS, SECURITY AGREEMENTS, CONTRACTS AND ANY OTHER DOCUMENTS REQUIRED
HEREUNDER. AT LENDER'S REQUEST, EACH BORROWER SHALL ALSO IMMEDIATELY DELIVER
(WITH EXECUTION BY SUCH BORROWER OF ALL NECESSARY DOCUMENTS