TO WHICH THE GRANTOR IS A PARTY OR TO WHICH SUCH PROPERTY
IS SUBJECT.
6
3.10.
INTELLECTUAL PROPERTY. THIS SECURITY AGREEMENT IS EFFECTIVE TO
CREATE A VALID AND CONTINUING LIEN AND, UPON FILING OF APPROPRIATE FINANCING
STATEMENTS IN THE OFFICES LISTED ON EXHIBIT H, FULLY PERFECTED FIRST PRIORITY
SECURITY INTERESTS IN FAVOR OF THE LENDER ON THE GRANTOR'S PATENTS, TRADEMARKS
AND COPYRIGHTS, SUCH PERFECTED SECURITY INTERESTS ARE ENFORCEABLE AS SUCH AS
AGAINST ANY AND ALL CREDITORS OF AND PURCHASERS FROM THE GRANTOR; AND ALL ACTION
NECESSARY OR DESIRABLE TO PROTECT AND PERFECT THE LENDER'S LIEN ON THE GRANTOR'S
PATENTS, TRADEMARKS OR COPYRIGHTS SHALL HAVE BEEN DULY TAKEN.
WITHOUT LIMITING
THE FOREGOING, GRANTOR WILL TAKE SUCH ACTIONS AS THE LENDER MAY REQUIRE FOR THE
PURPOSE OF RECORDING ITS INTEREST IN THE GRANTOR'S PATENTS AND TRADEMARKS WITH
THE UNITED STATES PATENT AND TRADEMARK OFFICE FROM TIME TO TIME UPON LENDER'S
RECEIPT OF THE INITIAL SCHEDULE OF BORROWER'S PATENTS AND TRADEMARKS, AND ANY
UPDATES THERETO, EACH AS REQUIRED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.
3.11.
FILING REQUIREMENTS.
NONE OF THE EQUIPMENT IS COVERED BY ANY
CERTIFICATE OF TITLE, EXCEPT FOR THE VEHICLES DESCRIBED IN PART I OF EXHIBIT E.
NONE OF THE COLLATERAL IS OF A TYPE FOR WHICH SECURITY INTERESTS OR LIENS MAY BE
PERFECTED BY FILING UNDER ANY FEDERAL STATUTE OR ANY STATE STATUTE OTHER THAN
ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE RELEVANT STATE
EXCEPT FOR THE VEHICLES DESCRIBED IN PART II OF EXHIBIT E.
THE LEGAL
DESCRIPTION, COUNTY AND STREET ADDRESS OF EACH PROPERTY ON WHICH ANY FIXTURES
ARE LOCATED IS SET FORTH IN EXHIBIT F TOGETHER WITH THE NAME AND ADDRESS OF THE
RECORD OWNER OF EACH SUCH PROPERTY.
3.12.
NO FINANCING STATEMENTS, SECURITY AGREEMENTS.
NO FINANCING
STATEMENT OR SECURITY AGREEMENT DESCRIBING ALL OR ANY PORTION OF THE COLLATERAL
WHICH HAS NOT LAPSED OR BEEN TERMINATED NAMING THE GRANTOR AS DEBTOR HAS BEEN
FILED OR IS OF RECORD IN ANY JURISDICTION EXCEPT (A) FOR FINANCING STATEMENTS OR
SECURITY AGREEMENTS NAMING THE LENDER AS THE SECURED PARTY AND (B) AS PERMITTED
BY SECTION 4.1(E).
3.13.
PLEDGED COLLATERAL.
(A)
EXHIBIT G SETS FORTH A COMPLETE AND ACCURATE LIST OF ALL OF THE
PLEDGED COLLATERAL.
THE GRANTOR IS THE DIRECT, SOLE BENEFICIAL OWNER AND SOLE
HOLDER OF RECORD OF THE PLEDGED COLLATERAL LISTED ON EXHIBIT G AS BEING OWNED BY
IT, FREE AND CLEAR OF ANY LIENS, EXCEPT FOR THE SECURITY INTEREST GRANTED TO THE
LENDER HEREUNDER AND AS OTHERWISE PERMITTED BY SECTION 6.02 OF THE CREDIT
AGREEMENT.
THE GRANTOR FURTHER REPRESENTS AND WARRANTS THAT (I) ALL PLEDGED
COLLATERAL CONSTITUTING AN EQUITY INTEREST HAS BEEN (TO THE EXTENT SUCH CONCEPTS
ARE RELEVANT WITH RESPECT TO SUCH PLEDGED COLLATERAL) DULY AUTHORIZED, VALIDLY
ISSUED, ARE FULLY PAID AND NON-ASSESSABLE, (II) WITH RESPECT TO ANY CERTIFICATES
DELIVERED TO THE LENDER REPRESENTING AN EQUITY INTEREST, EITHER SUCH
CERTIFICATES ARE SECURITIES AS DEFINED IN ARTICLE 8 OF THE UCC AS A RESULT OF
ACTIONS BY THE ISSUER OR