SECURED PARTIES AT LEAST 30 DAYS PRIOR TO SUCH
RELOCATION (I) WRITTEN NOTICE OF SUCH RELOCATION AND THE NEW LOCATION THEREOF
(WHICH MUST BE WITHIN THE UNITED STATES) AND (II) EVIDENCE THAT APPROPRIATE
FINANCING STATEMENTS AND OTHER NECESSARY DOCUMENTS HAVE BEEN FILED AND RECORDED
AND OTHER STEPS HAVE BEEN TAKEN TO PERFECT THE SECURITY INTEREST TO CREATE IN
FAVOR OF EACH OF THE SECURED PARTIES A VALID, PERFECTED AND CONTINUING FIRST
PRIORITY LIEN IN THE COLLATERAL, SUBJECT TO PERMITTED LIENS.
(F)
THIS AGREEMENT CREATES IN FAVOR OF EACH
OF THE SECURED PARTIES A VALID SECURITY INTEREST IN THE COLLATERAL, SECURING THE
PAYMENT AND SATISFACTION OF THE OBLIGATIONS, AND, UPON MAKING THE FILINGS
DESCRIBED IN THE IMMEDIATELY FOLLOWING SENTENCE, A PERFECTED FIRST PRIORITY
SECURITY INTEREST IN SUCH COLLATERAL THAT IS SENIOR TO ALL HEREINAFTER CREATED
SECURITY INTERESTS, OTHER THAN PERMITTED LIENS.
EXCEPT FOR THE FILING OF
FINANCING STATEMENTS ON FORM UCC-1 UNDER THE UCC WITH THE JURISDICTIONS
INDICATED IN SCHEDULE A, ATTACHED HERETO, AND REGISTRATION OF SECURITY INTEREST
IN COPYRIGHTS WITH THE REGISTER OF COPYRIGHTS AT THE UNITED STATES COPYRIGHT
OFFICE AND, AS TO THE BORROWER'S FOREIGN INTELLECTUAL PROPERTY, MAKING OTHER
FILINGS AS MAY BE REQUIRED UNDER THE APPLICABLE FOREIGN JURIDISCTIONS, NO
AUTHORIZATION OR APPROVAL OF OR FILING WITH OR NOTICE TO ANY GOVERNMENTAL
AUTHORITY OR REGULATORY BODY IS REQUIRED EITHER: (I) FOR THE GRANT BY THE
BORROWER OF, OR THE EFFECTIVENESS OF, THE SECURITY INTEREST GRANTED HEREBY OR
FOR THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE BORROWER OR
(II) FOR THE PERFECTION OF OR EXERCISE BY THE SECURED PARTIES OF ITS RIGHTS AND
REMEDIES HEREUNDER.
(G)
ON THE DATE OF EXECUTION OF THIS AGREEMENT,
THE BORROWER AUTHORIZES EACH SECURED PARTY TO FILE ONE OR MORE FINANCING
STATEMENTS UNDER THE UCC WITH RESPECT TO THE SECURITY INTEREST FOR FILING WITH
THE JURISDICTIONS INDICATED ON SCHEDULE A, ATTACHED HERETO AND IN SUCH OTHER
JURISDICTIONS AS THE SECURED PARTIES DEEM NECESSARY.
(H)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT DOES NOT CONFLICT WITH OR CAUSE A BREACH OR DEFAULT, OR AN EVENT
THAT WITH OR WITHOUT THE PASSAGE OF TIME OR NOTICE, SHALL CONSTITUTE A BREACH OR
DEFAULT, UNDER ANY AGREEMENT TO WHICH THE BORROWER IS A PARTY OR BY WHICH THE
BORROWER IS BOUND.
NO CONSENT (INCLUDING, WITHOUT LIMITATION, FROM STOCK
HOLDERS OR CREDITORS OF THE BORROWER) IS REQUIRED FOR THE BORROWER TO ENTER INTO
AND PERFORM ITS OBLIGATIONS HEREUNDER, OTHER THAN CONSENTS ALREADY OBTAINED BY
THE BORROWER.
(I)
THE BORROWER SHALL AT ALL TIMES MAINTAIN
THE LIENS AND SECURITY INTEREST PROVIDED FOR HEREUNDER AS VALID AND PERFECTED
FIRST PRIORITY LIENS AND SECURITY INTERESTS IN THE COLLATERAL (SUBJECT TO
PERMITTED LIENS) IN FAVOR OF EACH OF THE SECURED PARTIES AND INSURE THAT SUCH
LIENS AND SECURITY INTERESTS ARE AND REMAIN SENIOR TO ALL NOT EXISTING AND
HEREAFTER CREATED SECURITY INTERESTS AND LIENS, OTHER THAN PERMITTED LIENS.
THE
BORROWER SHALL SAFEGUARD AND PROTECT ALL COLLATERAL.
THE BORROWER HEREBY AGREES
TO DEFEND THE SAME AGAINST ANY AND ALL PERSONS.
AT