NO
EFFECTIVE SECURITY AGREEMENT, FINANCING STATEMENT, EQUIVALENT SECURITY OR LIEN
INSTRUMENT OR CONTINUATION STATEMENT COVERING ALL OR ANY PART OF THE COLLATERAL
EXISTS, EXCEPT SUCH AS MAY HAVE BEEN FILED BY EITHER GRANTOR IN FAVOR OF THE
SECURED PARTIES PURSUANT TO THIS SECURITY AGREEMENT AND EXCEPT FOR PERMITTED
LIENS.
(C) GRANTOR'S TAXPAYER IDENTIFICATION NUMBER IS, AND CHIEF EXECUTIVE OFFICE,
PRINCIPAL PLACE OF BUSINESS, AND THE PLACE WHERE GRANTOR MAINTAINS ITS RECORDS
CONCERNING THE COLLATERAL ARE PRESENTLY LOCATED AT THE ADDRESS SET FORTH ON THE
SIGNATURE PAGE HEREOF. THE COLLATERAL, OTHER THAN DEPOSIT ACCOUNTS, SECURITIES
ACCOUNTS, COMMODITY ACCOUNTS AND MOTOR VEHICLES AND OTHER MOBILE GOODS OF THE
TYPE CONTEMPLATED IN SECTION 9103(3)(A) OF THE UCC, IS PRESENTLY LOCATED AT SUCH
ADDRESS AND AT SUCH ADDITIONAL ADDRESSES SET FORTH ON SCHEDULE B ATTACHED
HERETO.
6
(D) THE NAME AND ADDRESS OF EACH DEPOSITORY INSTITUTION AT WHICH GRANTOR
MAINTAINS ANY DEPOSIT ACCOUNT AND THE ACCOUNT NUMBER AND ACCOUNT NAME OF EACH
SUCH DEPOSIT ACCOUNT IS LISTED ON SCHEDULE C ATTACHED HERETO. THE NAME AND
ADDRESS OF EACH SECURITIES INTERMEDIARY OR COMMODITY INTERMEDIARY AT WHICH
GRANTOR MAINTAINS ANY SECURITIES ACCOUNT OR COMMODITY ACCOUNT AND THE ACCOUNT
NUMBER AND ACCOUNT NAME IS LISTED ON SCHEDULE C ATTACHED HERETO. GRANTOR AGREES
TO AMEND SCHEDULE C UPON REQUIRED LENDERS' REQUEST TO REFLECT THE OPENING OF ANY
ADDITIONAL DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITY ACCOUNT, OR CLOSING
OR CHANGING THE ACCOUNT NAME OR NUMBER ON ANY EXISTING DEPOSIT ACCOUNT,
SECURITIES ACCOUNT, OR COMMODITY ACCOUNT.
(E) ALL COPYRIGHTS, COPYRIGHT LICENSES, PATENTS, PATENT LICENSES, TRADEMARKS AND
TRADEMARK LICENSES NOW OWNED OR HELD BY EACH GRANTOR ARE LISTED ON SCHEDULE D
ATTACHED HERETO.
5.
COVENANTS. UNLESS A PURCHASER MAJORITY INTEREST OTHERWISE CONSENTS (WHICH
CONSENT SHALL NOT BE UNREASONABLY WITHHELD), GRANTOR COVENANTS AND AGREES WITH
THE SECURED PARTIES THAT FROM AND AFTER THE DATE OF THIS SECURITY AGREEMENT AND
UNTIL THE SECURED OBLIGATIONS HAVE BEEN PERFORMED AND PAID IN FULL:
5.1 DISPOSITION OF COLLATERAL. EXCEPT AS PERMITTED UNDER SECTION 8.2 OF THE
PURCHASE AGREEMENT, NEITHER GRANTOR SHALL SELL, LEASE, TRANSFER OR OTHERWISE
DISPOSE OF ANY OF THE COLLATERAL (EACH, A "TRANSFER"), OR CONTRACT TO DO SO,
INCLUDING, WITHOUT LIMITATION, THE GRANTING OF LICENSES OR OTHER INTERESTS IN
ANY OF ANY GRANTOR'S COPYRIGHTS, COPYRIGHT LICENSES, PATENTS, PATENT LICENSES,
TRADEMARKS AND TRADEMARK LICENSES OTHER THAN (A) THE SALE OF INVENTORY IN THE
ORDINARY COURSE OF BUSINESS, (B) THE DISPOSAL OF WORN-OUT OR OBSOLETE EQUIPMENT
AND (C) TRANSFERS OF COLLATERAL FOR FAIR MARKET VALUE AS DETERMINED BY BJT IN
ITS GOOD FAITH JUDGMENT, NOT EXCEEDING $100,000 IN THE AGGREGATE IN ANY FISCAL
YEAR.
5.2 CHANGE OF JURISDICTION OF ORGANIZATION, RELOCATION OF BUSINESS. NEITHER
GRANTOR SHALL CHANGE ITS JURISDICTION OF ORGANIZATION OR RELOCATE ITS CHIEF
EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS OR ITS RECORDS FROM SUCH
ADDRESS(ES) PROVIDED TO THE SECURED PARTIES PURSUANT TO SECTION 4(C) ABOVE
WITHOUT AT LEAST THIRTY (30) DAYS PRIOR NOTICE TO THE SECURED PARTIES.
5.3 LIMITATION ON LIENS ON COLLATERAL. NEITHER GRANTOR SHALL, DIRECTLY OR
INDIRECTLY, CREATE, PERMIT OR SUFFER