IN THE
COLLATERAL GRANTED BY SUCH GRANTOR HAVE BEEN DULY MADE OR TAKEN AND ARE IN FULL
FORCE AND EFFECT; AND, SUBJECT TO PERMITTED PRIORITY LIENS, SUCH SECURITY
INTEREST IS FIRST PRIORITY.
(J)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO
NOTICE TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY OR ANY
OTHER THIRD PARTY IS REQUIRED FOR (I) THE GRANT BY SUCH GRANTOR OF THE SECURITY
INTEREST GRANTED HEREUNDER OR FOR THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
SECURITY AGREEMENT BY SUCH GRANTOR, (II) THE PERFECTION OR MAINTENANCE OF THE
SECURITY INTEREST CREATED HEREUNDER (INCLUDING THE FIRST PRIORITY NATURE OF SUCH
SECURITY INTEREST), EXCEPT FOR THE EXECUTION AND DELIVERY OF THE ACCOUNT CONTROL
AGREEMENTS, THE FILING OF FINANCING AND CONTINUATION STATEMENTS UNDER THE UCC,
WHICH FINANCING STATEMENTS HAVE BEEN (OR WILL BE PROMPTLY AFTER THE FUNDING
DATE) DULY FILED AND ARE (OR WILL BE) IN FULL FORCE AND EFFECT, AND THE ACTIONS
DESCRIBED IN SECTION 4 WITH RESPECT TO THE SECURITY COLLATERAL, WHICH ACTIONS
HAVE BEEN TAKEN AND ARE IN FULL FORCE AND EFFECT, OR (III) THE EXERCISE BY THE
COLLATERAL AGENT OF ITS RIGHTS PROVIDED FOR IN THIS SECURITY AGREEMENT OR THE
REMEDIES IN RESPECT OF THE
7
COLLATERAL PURSUANT TO THIS SECURITY AGREEMENT, EXCEPT AS MAY BE REQUIRED UNDER
THIS SECURITY AGREEMENT TO THE EXTENT AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING.
(K)
AS TO ITSELF AND ITS INTELLECTUAL PROPERTY COLLATERAL (IF
ANY):
(I)
TO THE KNOWLEDGE OF SUCH GRANTOR, THE OPERATION OF SUCH
GRANTOR'S BUSINESS AS CURRENTLY CONDUCTED OR AS CONTEMPLATED TO BE CONDUCTED AND
THE USE OF THE INTELLECTUAL PROPERTY COLLATERAL IN CONNECTION THEREWITH DO NOT
CONFLICT WITH, INFRINGE, MISAPPROPRIATE, DILUTE, MISUSE OR OTHERWISE VIOLATE THE
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
(II)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, SUCH GRANTOR IS THE EXCLUSIVE OWNER OF ALL RIGHT, TITLE
AND INTEREST IN AND TO THE INTELLECTUAL PROPERTY COLLATERAL, AND IS ENTITLED TO
USE ALL INTELLECTUAL PROPERTY COLLATERAL SUBJECT ONLY TO THE TERMS OF THE IP
AGREEMENTS.
(III)
ALL MATERIAL INTELLECTUAL PROPERTY COLLATERAL USED IN THE
OPERATION OF ITS BUSINESS IS SUBSISTING AND HAS NOT BEEN ADJUDGED INVALID OR
UNENFORCEABLE IN WHOLE OR PART, AND TO THE BEST OF SUCH GRANTOR'S KNOWLEDGE, IS
VALID AND ENFORCEABLE.
SUCH GRANTOR IS NOT AWARE OF ANY USES OF ANY ITEM OF
INTELLECTUAL PROPERTY COLLATERAL THAT COULD BE EXPECTED TO LEAD TO SUCH ITEM
BECOMING INVALID OR UNENFORCEABLE.
(IV)
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, SUCH GRANTOR HAS (I) MADE OR PERFORMED ALL FILINGS,
RECORDINGS AND OTHER ACTS AND HAS PAID ALL REQUIRED FEES AND TAXES TO MAINTAIN
AND PROTECT ITS INTEREST IN EACH AND EVERY ITEM OF INTELLECTUAL PROPERTY
COLLATERAL IN FULL FORCE AND EFFECT, AND TO PROTECT AND MAINTAIN ITS INTEREST
THEREIN, INCLUDING, WITHOUT LIMITATION, RECORDATIONS OF ANY OF ITS INTERESTS IN
THE PATENTS AND TRADEMARKS WITH THE U.S. PATENT AND TRADEMARK OFFICE, AND