AND IN FULL FORCE AND EFFECT ON
TERMS IDENTICAL TO THOSE CURRENTLY IN EFFECT AS A RESULT OF THE RIGHTS AND
INTEREST GRANTED HEREIN, NOR WILL THE GRANT OF SUCH RIGHTS AND INTEREST
CONSTITUTE A MATERIAL BREACH OR DEFAULT UNDER SUCH IP AGREEMENT OR OTHERWISE
GIVE ANY PARTY THERETO A RIGHT TO TERMINATE SUCH IP AGREEMENT; (C) SUCH GRANTOR
HAS NOT RECEIVED ANY NOTICE OF TERMINATION OR CANCELLATION UNDER SUCH IP
AGREEMENT; (D) SUCH GRANTOR HAS NOT RECEIVED ANY NOTICE OF A BREACH OR DEFAULT
UNDER SUCH IP AGREEMENT, WHICH BREACH OR DEFAULT HAS NOT BEEN CURED; AND (E)
NEITHER SUCH GRANTOR NOR, TO THE KNOWLEDGE OF ANY SPECIFIED OFFICER OF SUCH
GRANTOR, IS ANY OTHER PARTY TO SUCH IP AGREEMENT IS IN BREACH OR DEFAULT THEREOF
IN ANY MATERIAL RESPECT, AND, TO THE KNOWLEDGE OF ANY SPECIFIED OFFICER OF SUCH
GRANTOR NO EVENT HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE SUCH A BREACH OR DEFAULT OR PERMIT TERMINATION, MODIFICATION OR
ACCELERATION UNDER SUCH IP AGREEMENT.
(L)
SUCH GRANTOR HAS NO COMMERCIAL TORT CLAIMS IN EXCESS OF
$2,500,000 OTHER THAN THOSE LISTED IN SCHEDULE V HERETO AND ADDITIONAL
COMMERCIAL TORT CLAIMS AS TO WHICH SUCH GRANTOR HAS COMPLIED WITH THE
REQUIREMENTS OF SECTION 15.
SECTION 10. Further Assurances. (a)
Each Grantor agrees that from time to time,
at the expense of such Grantor, such Grantor will promptly execute and deliver,
or otherwise authenticate and file, all further instruments and documents, and
take all further commercially reasonable action that is necessary, or that the
Collateral Agent may reasonably request, in order to perfect and protect any
pledge or security interest granted or purported to be granted by such Grantor
hereunder or to enable the Collateral Agent to exercise and enforce its rights
and remedies hereunder with respect to any Collateral of such Grantor. Each
Grantor further agrees that it shall, at the expense of such Grantor, take any
and all commercially reasonable actions necessary to defend title to the
Collateral against all Persons and to defend the security interest created
hereunder and the priority thereof against any Lien prohibited under the
Indenture.
(B)
EACH GRANTOR HEREBY AUTHORIZES THE COLLATERAL AGENT TO FILE ONE OR
MORE FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, INCLUDING,
WITHOUT LIMITATION, ONE OR MORE
9
FINANCING STATEMENTS INDICATING THAT SUCH FINANCING STATEMENTS COVER ALL ASSETS
OR ALL PERSONAL PROPERTY (OR WORDS OF SIMILAR EFFECT) OF SUCH GRANTOR,
REGARDLESS OF WHETHER ANY PARTICULAR ASSET DESCRIBED IN SUCH FINANCING
STATEMENTS FALLS WITHIN THE SCOPE OF THE UCC OR THE GRANTING CLAUSE OF THIS
AGREEMENT. A PHOTOCOPY OR OTHER REPRODUCTION OF THIS AGREEMENT SHALL BE
SUFFICIENT AS A FINANCING STATEMENT WHERE PERMITTED BY LAW.
(C)
EACH GRANTOR WILL FURNISH TO THE COLLATERAL AGENT FROM TIME TO
TIME STATEMENTS AND SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE COLLATERAL
OF SUCH GRANTOR AND SUCH OTHER REPORTS IN CONNECTION WITH SUCH COLLATERAL AS THE
COLLATERAL AGENT MAY REASONABLY REQUEST, ALL IN REASONABLE DETAIL.
(D)
UPON NOTICE BY