OF THE SECURITY INTEREST CREATED HEREUNDER (INCLUDING THE FIRST
PRIORITY NATURE OF SUCH SECURITY INTEREST), EXCEPT FOR THE FILING OF FINANCING
AND CONTINUATION STATEMENTS UNDER THE UCC, WHICH, UPON FILING OF THE FINANCING
STATEMENTS DELIVERED PURSUANT TO SECTION 4.01(A)(IV)(B) OF THE CREDIT AGREEMENT,
HAVE BEEN DULY FILED AND ARE IN FULL FORCE AND EFFECT, UPON THE RECORDATION OF
THE INTELLECTUAL PROPERTY SECURITY AGREEMENTS REFERRED TO IN SECTION 13(D) WITH
THE U.S. PATENT AND TRADEMARK OFFICE AND THE U.S. COPYRIGHT OFFICE, ANY FILINGS
OUTSIDE THE UNITED STATES REQUIRED TO PERFECT A SECURITY INTEREST IN
INTELLECTUAL PROPERTY COLLATERAL, AND THE ACTIONS DESCRIBED IN SECTION 4 WITH
RESPECT TO THE SECURITY COLLATERAL, WHICH ACTIONS, UPON FILING OF THE
INTELLECTUAL PROPERTY SECURITY AGREEMENT EXECUTED BY THE LOAN PARTIES ON THE
CLOSING DATE, HAVE BEEN TAKEN AND ARE IN FULL FORCE AND EFFECT, OR (III) THE
EXERCISE BY THE COLLATERAL AGENT OF ITS VOTING OR OTHER RIGHTS PROVIDED FOR IN
THIS AGREEMENT OR THE REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THIS
AGREEMENT, EXCEPT AS MAY BE REQUIRED IN CONNECTION WITH THE DISPOSITION OF ANY
PORTION OF THE SECURITY COLLATERAL BY LAWS AFFECTING THE OFFERING AND SALE OF
SECURITIES GENERALLY.
(K)
AS TO ITSELF AND ITS INTELLECTUAL PROPERTY
COLLATERAL:
(I)
EXCEPT AS COULD NOT BE REASONABLY
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, THE OPERATION OF SUCH GRANTOR'S
BUSINESS AS CURRENTLY CONDUCTED AND THE USE OF THE MATERIAL INTELLECTUAL
PROPERTY COLLATERAL (AS DEFINED BELOW) IN CONNECTION THEREWITH DOES NOT
INFRINGE,
MISAPPROPRIATE, DILUTE, MISUSE OR OTHERWISE VIOLATE THE INTELLECTUAL PROPERTY
RIGHTS OF ANY THIRD PARTY.
(II)
SUCH GRANTOR IS THE EXCLUSIVE OWNER OR
JOINT OWNER OF ALL RIGHT, TITLE AND INTEREST IN AND TO THE MATERIAL INTELLECTUAL
PROPERTY COLLATERAL, OR IS ENTITLED TO USE THE MATERIAL INTELLECTUAL PROPERTY
COLLATERAL SUBJECT ONLY TO THE TERMS OF THE RELATED IP AGREEMENTS.
(III)
THE INTELLECTUAL PROPERTY COLLATERAL SET
FORTH ON SCHEDULE IV HERETO INCLUDES ALL PATENTS, PATENT APPLICATIONS, DOMAIN
NAMES, TRADEMARK REGISTRATIONS AND APPLICATIONS, COPYRIGHT REGISTRATIONS AND
APPLICATIONS THAT ARE OWNED BY AND MATERIAL TO THE BUSINESS OF SUCH GRANTOR IN
EACH CASE WHICH ARE REASONABLY NECESSARY TO THE OPERATION OF SUCH GRANTOR'S
RESPECTIVE BUSINESS.
(IV)
THE MATERIAL INTELLECTUAL PROPERTY COLLATERAL
OWNED BY SUCH GRANTOR IS SUBSISTING AND HAS NOT BEEN ADJUDGED INVALID OR
UNENFORCEABLE IN WHOLE OR PART, AND IS VALID AND ENFORCEABLE.
(V)
EXCEPT AS SET FORTH ON SCHEDULE IV HERETO,
SUCH GRANTOR HAS NOT GRANTED ANY MATERIAL LICENSE, RELEASE, COVENANT NOT TO SUE,
NON-ASSERTION ASSURANCE, OR OTHER MATERIAL RIGHT TO ANY PERSON WITH RESPECT TO
ANY PART OF THE MATERIAL INTELLECTUAL PROPERTY COLLATERAL (OTHER THAN
(A) LICENSES GRANTED TO SUCH GRANTOR'S CUSTOMERS IN THE ORDINARY COURSE OF
BUSINESS), THE EFFECT OF WHICH WOULD CREATE A MATERIAL IMPAIRMENT OF SUCH
GRANTOR'S USE OF SUCH MATERIAL INTELLECTUAL PROPERTY COLLATERAL AS INTENDED IN
THE OPERATION OF ITS RESPECTIVE BUSINESS. THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS WILL NOT RESULT IN THE TERMINATION OR
IMPAIRMENT OF ANY OF THE MATERIAL INTELLECTUAL PROPERTY COLLATERAL.
(VI)
WITH