15
4.9
LIMITATION ON GUARANTOR LIABILITY.
EACH GUARANTOR, AND BY ITS
ACCEPTANCE OF THE NOTE, LENDER, HEREBY CONFIRMS THAT IT IS THE INTENTION OF ALL
SUCH PARTIES THAT THE SUBSIDIARY GUARANTEE OF SUCH GUARANTOR NOT CONSTITUTE A
FRAUDULENT TRANSFER OR CONVEYANCE FOR PURPOSES OF ANY LAW OR STATUTE RELATING TO
BANKRUPTCY, THE UNIFORM FRAUDULENT CONVEYANCE ACT, THE UNIFORM FRAUDULENT
TRANSFER ACT OR ANY SIMILAR FEDERAL OR STATE LAW TO THE EXTENT APPLICABLE TO ANY
SUBSIDIARY GUARANTEE. TO EFFECTUATE THE FOREGOING INTENTION, LENDER AND THE
GUARANTORS HEREBY IRREVOCABLY AGREE THAT THE OBLIGATIONS OF SUCH GUARANTOR SHALL
BE LIMITED TO THE MAXIMUM AMOUNT THAT SHALL, AFTER GIVING EFFECT TO SUCH MAXIMUM
AMOUNT AND ALL OTHER CONTINGENT AND FIXED LIABILITIES OF SUCH GUARANTOR THAT ARE
RELEVANT UNDER SUCH LAWS, AND AFTER GIVING EFFECT TO ANY COLLECTIONS FROM,
RIGHTS TO RECEIVE CONTRIBUTION FROM OR PAYMENTS MADE BY OR ON BEHALF OF ANY
OTHER GUARANTOR IN RESPECT OF THE OBLIGATIONS OF SUCH OTHER GUARANTOR UNDER THIS
ARTICLE 3, RESULT IN THE OBLIGATIONS OF SUCH GUARANTOR UNDER ITS SUBSIDIARY
GUARANTEE NOT CONSTITUTING A FRAUDULENT TRANSFER OR CONVEYANCE.
4.10
ADDITIONAL SUBSIDIARY GUARANTEES.
IN THE EVENT THAT BORROWER CREATES
OR ACQUIRES ANY SUBSIDIARY AFTER THE DATE OF THIS AGREEMENT, THEN THAT NEWLY
ACQUIRED OR CREATED SUBSIDIARY SHALL BECOME A GUARANTOR, AND EXECUTE A
COUNTERPART SIGNATURE PAGE TO THIS AGREEMENT TO SECURE THE SUBSIDIARY GUARANTEE.
SUCH NEWLY ACQUIRED OR CREATED SUBSIDIARY SHALL ALSO EXECUTE ALL SECURITY
AGREEMENTS (INCLUDING AN INTELLECTUAL PROPERTY SECURITY AGREEMENT) REASONABLY
REQUESTED BY LENDER TO SECURE ITS INTEREST IN THE COLLATERAL, AND SUCH DOCUMENTS
AND FILINGS AS REASONABLY REQUESTED BY LENDER TO EVIDENCE THE PERFECTION AND
FIRST PRIORITY OF THE SECURITY INTERESTS IN THE COLLATERAL SUBJECT TO PERMITTED
LIENS. BORROWER SHALL CAUSE SUCH SUBSIDIARY TO COMPLY WITH THE PROVISIONS OF
THIS SECTION 4.10 AND THIS ARTICLE 4, TO THE EXTENT APPLICABLE.
5.
CREATION OF SECURITY INTEREST
5.1
CREATION OF SECURITY INTEREST.
THIS AGREEMENT CONSTITUTES A
"SECURITY AGREEMENT" WITHIN THE MEANING OF THE UCC. IN ORDER TO SECURE THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, EACH GRANTOR HEREBY GRANTS, ASSIGNS,
TRANSFERS, PLEDGES, AND SETS OVER TO LENDER, SUBJECT TO THE PERMITTED LIENS, A
FIRST-PRIORITY SECURITY INTEREST IN AND LIEN ON ALL OF THAT GRANTOR'S RIGHT,
TITLE AND INTEREST IN AND TO THE COLLATERAL, IN EACH CASE WHETHER NOW OWNED OR
HEREAFTER AT ANY TIME ACQUIRED BY THE GRANTOR AND WHEREVER LOCATED.
5.2
Perfection of Security Interests.
(A)
FILING OF FINANCING STATEMENTS.
WITHOUT LIMITING ANY RIGHTS OF
LENDER UNDER THE UCC, EACH GRANTOR HEREBY AUTHORIZES LENDER TO FILE ONE OR MORE
FINANCING OR CONTINUATION STATEMENTS, AND AMENDMENTS THERETO, INCLUDING ONE OR
MORE FINANCING STATEMENTS INDICATING THAT SUCH FINANCING STATEMENTS COVER ALL
ASSETS OR ALL PERSONAL PROPERTY (OR WORDS OF SIMILAR EFFECT) OF SUCH GRANTOR, IN
EACH CASE WITHOUT THE SIGNATURE OF SUCH GRANTOR, AND 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.
(B)
PTO FILINGS.
ON A CONTINUING BASIS, EACH