OR TAX WITHHOLDING ACCOUNT AND
ADDITIONAL PLEDGED DEPOSIT ACCOUNTS AS TO WHICH SUCH GRANTOR HAS COMPLIED WITH
THE APPLICABLE REQUIREMENTS OF SECTION 5.
(I)
THIS AGREEMENT CREATES IN FAVOR OF THE COLLATERAL AGENT FOR THE
BENEFIT OF THE SECURED PARTIES A VALID FIRST PRIORITY SECURITY INTEREST, EXCEPT
AS OTHERWISE PROVIDED FOR UNDER THE LOAN DOCUMENTS, IN THE COLLATERAL GRANTED BY
SUCH GRANTOR, SECURING THE PAYMENT OF THE SECURED OBLIGATIONS. EACH GRANTOR HAS
AUTHORIZED THE COLLATERAL AGENT TO FILE FINANCING AND CONTINUATION STATEMENTS
UNDER THE
UCC AND RECORD INTELLECTUAL PROPERTY SECURITY AGREEMENTS REFERRED TO IN
SECTION 13(C) WITH THE U.S. PATENT AND TRADEMARK OFFICE AND THE U.S. COPYRIGHT
OFFICE NECESSARY TO PERFECT A FIRST PRIORITY SECURITY INTEREST IN THE RESPECTIVE
COLLATERAL, AS APPLICABLE, SUBJECT TO CERTAIN EXCEPTIONS CONTAINED HEREIN AND IN
THE CREDIT AGREEMENT.
(J)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO
OR FILING WITH, ANY GOVERNMENTAL AUTHORITY OR REGULATORY BODY IS REQUIRED (OTHER
THAN AS OTHERWISE PROVIDED FOR UNDER THE CREDIT AGREEMENT OR THIS AGREEMENT) FOR
(I) THE GRANT BY SUCH GRANTOR OF THE SECURITY INTEREST GRANTED HEREUNDER OR FOR
THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY SUCH GRANTOR, (II)
THE PERFECTION (TO THE EXTENT REQUIRED HEREUNDER AND EXCLUDING ANY SECURITY
INTEREST IN CASH) OR MAINTENANCE 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