NECESSARY TO PERFECT AND PROTECT THE
SECURITY INTERESTS IN SUCH BORROWER'S COLLATERAL, UPON THE FILING OF A FINANCING
STATEMENT ON FORM UCC-1 WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE NO
LATER THAN THE CLOSE OF BUSINESS ON THE FIFTH DAY FOLLOWING THE INITIAL CLOSING,
WILL HAVE BEEN DULY TAKEN, EXCEPT WITH RESPECT TO SUCH BORROWER'S PATENTS,
TRADEMARKS AND REGISTERED COPYRIGHTS, WHICH SHALL BE PREPARED NO LATER THAN THE
CLOSE OF BUSINESS ON THE THIRTIETH (30TH) DAY FOLLOWING THE INITIAL CLOSING AND
FILED WITHIN TEN (10) DAYS FOLLOWING THE REQUEST OF THE COLLATERAL AGENT.
(G)
SUCH BORROWER HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS SECURITY AGREEMENT AND TO GRANT THE SECURITY INTERESTS
GRANTED HEREBY.
(H)
NO AUTHORIZATION, APPROVAL OR OTHER ACTION BY, AND NO NOTICE TO OR
FILING WITH, ANY GOVERNMENTAL OR REGULATORY AGENCY OR AUTHORITY IS REQUIRED
EITHER (1) FOR THE GRANT BY SUCH BORROWER OF THE SECURITY INTEREST GRANTED
HEREBY OR FOR THE EXECUTION, DELIVERY
8
OR PERFORMANCE OF THIS SECURITY AGREEMENT BY SUCH BORROWER OR (2) OTHER THAN THE
FILING OF A FINANCING STATEMENT ON FORM UCC-1 WITH THE SECRETARY OF STATE OF THE
STATE OF DELAWARE AND WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE
("PTO"), FOR THE PERFECTION OF SUCH SECURITY INTEREST OR THE EXERCISE BY THE
COLLATERAL AGENT OF ITS RESPECTIVE RIGHTS AND REMEDIES HEREUNDER.
(I)
ALL KNOWN EXISTING COMMERCIAL TORT CLAIMS OWNED BY SUCH BORROWER ARE
SET FORTH AND DESCRIBED IN SCHEDULE III HERETO.
(J)
THE SECURITY INTEREST IN AND LIENS ON THE COLLATERAL GRANTED HEREBY
REPRESENTS A FIRST PRIORITY SECURITY INTEREST IN SUCH COLLATERAL, SUBJECT TO
PERMITTED LIENS.
SECTION 6.
FURTHER ASSURANCES; LIMITATIONS ON CHANGES TO CORPORATE
STRUCTURE, NAME, ETC.
(A)
EACH BORROWER AGREES THAT FROM TIME TO TIME, AT THE EXPENSE OF
SUCH BORROWER, SUCH BORROWER WILL PROMPTLY EXECUTE OR OTHERWISE AUTHENTICATE AND
DELIVER ALL FURTHER INSTRUMENTS, DOCUMENTS AND OTHER RECORDS AND TAKE ALL
FURTHER ACTION, THAT MAY BE NECESSARY OR DESIRABLE, OR THAT THE COLLATERAL AGENT
MAY REASONABLY REQUEST, IN ORDER TO PERFECT AND PROTECT ANY SECURITY INTEREST
GRANTED OR PURPORTED TO BE GRANTED HEREBY OR TO ENABLE THE COLLATERAL AGENT TO
EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER WITH RESPECT TO SUCH
BORROWER'S COLLATERAL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH
BORROWER WILL: (1) FOLLOWING AN EVENT OF DEFAULT, MARK CONSPICUOUSLY EACH
DOCUMENT AND AGREEMENT INCLUDED IN SUCH BORROWER'S COLLATERAL AND, AT THE
REQUEST OF THE COLLATERAL AGENT, EACH OF ITS RECORDS PERTAINING TO THE
COLLATERAL WITH A LEGEND, IN FORM AND SUBSTANCE SATISFACTORY TO THE COLLATERAL
AGENT, INDICATING THAT SUCH COLLATERAL IS SUBJECT TO THE SECURITY INTEREST
GRANTED HEREBY; (2) SUBJECT TO THE RIGHTS OF THE SENIOR LENDERS, IF ANY ACCOUNT
RECEIVABLE SHALL BE EVIDENCED BY A PROMISSORY NOTE OR OTHER INSTRUMENT OR
CHATTEL PAPER, DELIVER SUCH TO THE COLLATERAL AGENT DULY ENDORSED AND
ACCOMPANIED BY DULY EXECUTED INSTRUMENTS OF TRANSFER OR ASSIGNMENT, ALL IN FORM
AND SUBSTANCE SATISFACTORY TO THE COLLATERAL AGENT; AND (3) AUTHENTICATE (IF
NECESSARY)