RIGHTS OF ANY THIRD PARTY.
THERE HAS BEEN NO ADVERSE DECISION OF WHICH THE
BORROWER IS AWARE AS TO THE BORROWER'S EXCLUSIVE (OR NONEXCLUSIVE, AS THE CASE
MAY BE) RIGHTS TO USE THE COLLATERAL IN ANY JURISDICTION, AND, TO THE KNOWLEDGE
OF THE BORROWER THERE IS NO PROCEEDING INVOLVING SAID RIGHTS PENDING OR
THREATENED
5
BEFORE ANY COURT, JUDICIAL BODY, ADMINISTRATIVE OR REGULATORY AGENCY, ARBITRATOR
OR OTHER GOVERNMENTAL AUTHORITY.
(E)
THE BORROWER SHALL AT ALL TIMES MAINTAIN
ITS BOOKS OF ACCOUNT AND RECORDS RELATING TO THE COLLATERAL AT ITS PRINCIPAL
PLACE OF BUSINESS AND ITS COLLATERAL AT THE LOCATIONS SET FORTH ON SCHEDULE A
ATTACHED HERETO AND MAY NOT RELOCATE SUCH BOOKS OF ACCOUNT AND RECORDS UNLESS IT
DELIVERS TO EACH OF THE 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 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 JURISDICTIONS, 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