AND THE TRADEMARK SECURITY AGREEMENTS WITH THE UNITED STATES
PATENT AND TRADEMARK OFFICE, PERFECTED LIENS IN FAVOR OF AGENT ON GRANTOR'S
FEDERALLY REGISTERED PATENTS, TRADEMARKS
AND COPYRIGHTS AND SUCH PERFECTED
LIENS ARE ENFORCEABLE AS SUCH AS AGAINST ANY AND ALL CREDITORS OF AND PURCHASERS
FROM GRANTOR.
UPON FILING OF THE COPYRIGHT SECURITY AGREEMENTS WITH THE UNITED
STATES COPYRIGHT OFFICE AND FILING OF THE PATENT SECURITY AGREEMENTS AND THE
TRADEMARK SECURITY AGREEMENTS WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE
AND THE FILING OF APPROPRIATE FINANCING STATEMENTS LISTED ON SCHEDULE I HERETO,
ALL ACTION NECESSARY OR DESIRABLE TO PROTECT AND PERFECT AGENT'S LIEN ON
GRANTOR'S FEDERALLY REGISTERED PATENTS, TRADEMARKS OR COPYRIGHTS SHALL HAVE BEEN
DULY TAKEN.
(I)
ALL MOTOR VEHICLES (OTHER THAN MOTOR
VEHICLES NOT HAVING A MARKET VALUE IN EXCESS OF $50,000 IN THE AGGREGATE) OWNED
BY GRANTOR AS OF THE DATE HEREOF ARE LISTED ON SCHEDULE IV HERETO, BY MODEL,
MODEL YEAR AND VEHICLE IDENTIFICATION NUMBER ("VIN").
IF REASONABLY REQUESTED
BY AGENT (OTHER THAN WITH RESPECT TO THE VEHICLE LISTED ON SCHEDULE IV AS OF THE
DATE HEREOF), GRANTOR SHALL DELIVER TO AGENT MOTOR VEHICLE TITLE CERTIFICATES
FOR ALL MOTOR VEHICLES HAVING A MARKET VALUE IN EXCESS OF $50,000 IN THE
AGGREGATE FROM TIME TO TIME OWNED BY IT AND SHALL CAUSE THOSE TITLE CERTIFICATES
TO BE FILED (WITH AGENT'S LIEN NOTED THEREON) IN THE APPROPRIATE STATE MOTOR
VEHICLE FILING OFFICE.
(J)
EXCEPT AS SET FORTH ON SCHEDULE II
HERETO, GRANTOR HAS NO INTEREST IN ANY COMMERCIAL TORT CLAIMS.
5.
COVENANTS.
WITHOUT LIMITING GRANTOR'S
COVENANTS AND AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS, GRANTOR COVENANTS AND AGREES WITH AGENT, FOR THE BENEFIT OF AGENT AND
LENDERS, THAT FROM AND AFTER THE DATE OF THIS SECURITY AGREEMENT AND UNTIL THE
TERMINATION DATE:
(A)
FURTHER ASSURANCES; PLEDGE OF INSTRUMENTS;
CHATTEL PAPER.
(I)
AT ANY TIME AND FROM TIME TO TIME, UPON
THE WRITTEN REQUEST OF AGENT AND AT THE SOLE EXPENSE OF GRANTOR, GRANTOR SHALL
PROMPTLY AND DULY EXECUTE AND DELIVER ANY AND ALL SUCH FURTHER INSTRUMENTS AND
DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS AGENT
7
MAY REASONABLY DEEM DESIRABLE TO OBTAIN THE FULL BENEFITS OF THIS SECURITY
AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED, INCLUDING (A) USING ITS
BEST EFFORTS TO SECURE ALL CONSENTS AND APPROVALS NECESSARY OR APPROPRIATE FOR
THE ASSIGNMENT TO OR FOR THE BENEFIT OF AGENT TO ENFORCE THE SECURITY INTERESTS
GRANTED HEREUNDER; AND (B) FILING ANY FINANCING OR CONTINUATION STATEMENTS UNDER
THE CODE WITH RESPECT TO THE LIENS GRANTED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT.
(II)
UNLESS AGENT SHALL OTHERWISE CONSENT IN
WRITING (WHICH CONSENT MAY BE REVOKED), GRANTOR SHALL DELIVER TO AGENT ALL
COLLATERAL CONSISTING OF NEGOTIABLE DOCUMENTS, CERTIFICATED STOCK, CHATTEL PAPER
AND INSTRUMENTS HAVING A VALUE IN EXCESS OF $250,000, INDIVIDUALLY OR IN THE
AGGREGATE, (IN EACH CASE, ACCOMPANIED BY STOCK POWERS, ALLONGES OR OTHER
INSTRUMENTS OF TRANSFER EXECUTED IN BLANK) PROMPTLY AFTER SUCH CREDIT PARTY
RECEIVES THE SAME.
UPON ACQUIRING ANY NEGOTIABLE DOCUMENT, CERTIFICATED