SECURITY AGREEMENT

Exhibit 4.4

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) dated as of June ___, 2008, is made by Z TRIM HOLDINGS, INC. , an Illinois corporation, with an address at 1011 Campus Drive, Mundelein, Illinois 60060 (“ Debtor ”) in favor of [_________________] ,   as collateral agent for the benefit of the Secured Parties (as defined below), with an address of [_________________] (in such capacity, the “ Collateral Agent ”).

R E C I T A L S

A .           Pursuant to the terms of an 8% Senior Secured Convertible Note by and between the Debtor and each Holder (as amended, restated, supplemented or otherwise modified, the “ Note ” and collectively, the “ Notes ”; capitalized terms used in this Agreement shall have the meanings set forth in the Note unless specifically defined herein), the Holders have agreed to make loans to the Debtor (the “ Loans ”), as offered by that certain Private Placement Memorandum dated _______________, 2008 (the “ Offering ”).

B .           Each Holder hereby designates and appoints [_____________] as the Collateral Agent for the benefit of the Holders or any subsequent holders of the Notes (collectively, the “ Secured Parties ”).

C.            In order to induce the Secured Parties to make the Loans, the Debtor has agreed to execute and deliver this Agreement granting a security interest in all of the Debtor’s assets to the Collateral Agent for the benefit of the Secured Parties.

A G R E E M E N T

NOW THEREFORE , in consideration of the foregoing recitals, the mutual agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

1.             Definitions .   The following additional terms, when used in this Agreement, shall have the following meanings:

 

“ Account Debtor ” shall mean any Person who is obligated under an Account.

“ Accounts ” shall mean, for any Person, all “accounts” (as defined in the UCC), now or hereafter owned or acquired by such Person or in which such Person now or hereafter has or acquires   any rights and, in any event, shall mean and include, without limitation, (a) all accounts receivable, contract rights, book debts, notes, drafts and other obligations or indebtedness owing to such Person arising from the sale or lease of goods or other property by such Person or the performance of services by such Person (including, without limitation, any such obligation which might be characterized as an account or general intangible under the Uniform Commercial Code in effect in any jurisdiction), (b) all of such Person’s rights in, to and under all purchase and sales orders for goods, services or other property, and all of such Person’s rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers’ rights of rescission, replevin, reclamation and rights to stoppage in transit), (c) all monies due to or to become due to such Person under all contracts for the sale, lease or exchange of goods or other property or the performance of services by such Person (whether or not yet earned by performance on the part of such Person), and (d) all collateral security and guarantees of any kind given to such Person with respect to any of the foregoing.

 

“ Chattel Paper ” shall mean all “chattel paper” (as defined in the UCC) now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights, or other receipts of the Debtor, evidencing or representing rights or interest in such chattel paper.

“ Collateral ” shall mean, collectively, all of the following:

 

 

 

“ Collateral Agent ” shall have the meaning given to that term in the introductory paragraph hereof.

“ Copyright License ” shall mean any and all rights of the Debtor under any written agreement granting any right to use any Copyright or Copyright registration.

“ Copyrights ” shall mean all of the following now owned or hereafter acquired by the Debtor or in which the Debtor now has or hereafter acquires   any rights: (a) all copyrights and general intangibles of like nature (whether registered or unregistered), all registrations and recordings thereof, and all applications in connection therewith, including all registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any state or territory thereof, or any other country or any political subdivision thereof, and (b) all reissues, extensions or renewals thereof.

“ Debtor ” shall have the meaning given to that term in the introductory paragraph hereof.

“ Deposit Accounts ” shall mean all “deposit accounts” (as defined in the UCC) now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights, or other receipts, of the Debtor covering, evidencing or representing rights or interest in such deposit accounts.

“ Documents ” shall mean all “documents” (as defined in the UCC) now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights, or other receipts, of the Debtor covering, evidencing or representing goods.

“ Equipment ” shall mean all “equipment” (as defined in the UCC) now owned or hereafter acquired by the Debtor and wherever located, and, in any event, shall include all machinery, equipment, furniture, furnishings, processing equipment, conveyors, machine tools, engineering processing equipment, manufacturing equipment, materials handling equipment, trade fixtures, trucks, trailers, forklifts, vehicles, computers and other electronic data processing and other office equipment of the Debtor, and any and all additions, substitutions and replacements of any of the foregoing, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto, all leasehold improvements, all fuel therefor and all manuals, drawings, instructions, warranties and rights with respect thereto.

 

 

 

“ Event of Default ” shall have the meaning set forth for such term in Section 8 hereof.

“ Fixtures ” shall mean all “fixtures” (as defined in the UCC) now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights, or other receipts, of the Debtor covering, evidencing or representing rights or interest in such fixtures.

“ GAAP ” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accounts and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of determination.

“ General Intangibles ” shall mean all “general intangibles” (as defined in the UCC) now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights and, in any event, shall include all right, title and interest in or under all contracts, all customer lists, Licenses, Copyrights, Trademarks, Patents, and all applications therefor and reissues, extensions or renewals thereof, rights in Intellectual Property, interests in partnerships, joint ventures and other business associations, licenses, permits, copyrights, trade secrets, proprietary or confidential information, inventions (whether or not patented or patentable), technical information, procedures, designs, knowledge, know-how, software, data bases, data, skill, expertise, experience, processes, models, drawings, materials and records, goodwill (including the goodwill associated with any Trademark or Trademark License), all rights and claims in or under insurance policies (including insurance for fire, damage, loss and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key man and business interruption insurance, and all unearned premiums), un-certificated securities, choses in action, deposit, checking and other bank accounts, rights to receive tax refunds and other payments, rights of indemnification, all books and records, correspondence, credit files, invoices, tapes, cards, computer runs, domain names, prospect lists, customer lists and other papers and documents.

 

“ Instruments ” shall mean all “instruments” (as defined in the UCC) now owned or hereafter acquired   by the Debtor or in which the Debtor has or acquires any rights and, in any event, shall include all promissory notes, all certificates of deposit and all letters of credit evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts or other obligations owed to the Debtor.

“ Intellectual Property ” shall mean all of the following now owned or hereafter acquired   by the Debtor or in which the Debtor has or acquires any rights: (a) all Patents, patent rights and patent applications, Copyrights and copyright applications, Trademarks, trademark rights, trade names, trade name rights, service marks, service mark rights, applications for registration of trademarks, trade names and service marks, fictitious names registrations and trademark, trade name and service mark registrations, and all derivations thereof; and (b) Patent Licenses, Trademark Licenses, Copyright Licenses and other licenses to use any of the items described in the preceding clause (a), and any other items necessary to conduct or operate the business of the Debtor.

“ Inventory ” shall mean all “inventory” (as defined in the UCC) now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights and, in any event, shall include all goods owned or held for sale or lease to any other Persons.

 

“ Investment Property ” shall mean all “investment property” (as defined in the UCC) now owned [or hereafter acquired] by the Debtor or in which the Debtor has or acquires any rights and, in any event, shall include all “certificated securities”, “uncertificated securities”, “security entitlements”, “securities accounts”, “commodity contracts” and “commodity accounts” (as all such terms are defined in the UCC) of the Debtor.

 

“ Letter-of-Credit Rights ” shall mean “letter-of-credit rights” (as defined in the UCC), now owned or hereafter acquired by the Debtor, including rights to payment or performance under a letter of credit, whether or not the Debtor, as beneficiary, has demanded or is entitled to demand payment or performance.

“ License ” shall mean any Copyright License, Patent License, Trademark License or other license of rights or interests of the Debtor in Intellectual Property or authorization by any Person or political entity entitling the Debtor to sell products or perform services.

“ Lien ” shall have the meaning given that term in Section 5(d) hereof.

“ Patent License ” shall mean any written agreement now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights granting any right with respect to any property, process or other invention on which a Patent is in existence.

“ Patents ” shall mean all of the following now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any rights: (a) all letters patent of the United States or any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or any other country, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State or Territory thereof, or any other country; and (b) all reissues, continuations, continuations-in-part and extensions thereof.

“ Permitted Liens ” shall have the meaning given that term in Section 5(d) hereof.

“ Person ” shall mean an individual, corporation, partnership, limited liability company, association, trust or unincorporated organization, or a government or any agency or political subdivision thereof.

 

 

“ Proceeds ” shall mean all “proceeds” (as defined in the UCC) of, and all other profits, rentals or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or realization upon, the Collateral, and, in any event, shall mean and include all claims against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of any Collateral, and any condemnation or requisition payments with respect to any Collateral and the following types of property acquired with cash proceeds:  Accounts, Inventory, General Intangibles, Documents, Instruments and Equipment.

“ Requisite Holders ” shall mean, as of any date, Secured Parties holding more than 50% of the aggregate outstanding principal amount of the Loans.

“ Secured Obligations ” shall mean (i) the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations under the Notes and this Agreement and all other indebtedness, liabilities, or other obligations of the Debtor to the Collateral Agent, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, or due or to become due (the “ Additional Obligations ”) (including obligations under the Notes and this Agreement and the Additional Obligations which, but for the automatic stay under Section 362(a) of Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto, would become due), indebtedness and liabil­ities (including, without limitation, indemnities, fees and interest thereon and all interest that accrues after the commencement of any case, proceed­ing or other action relating to the bank­ruptcy, insolvency, reorganization or similar proceeding of the Debtor at the rate provided for in the Notes or with respect to the Additional Obligations, as applicable, whether or not a claim for post-petition interest is allowed in any such case, proceeding or other action) of the Debtor owing to the Collateral Agent, now exist­ing or hereafter incurred under, arising out of or in connection with the Notes and this Agreement and with respect to the Additional Obligations and the due performance and compliance by the Debtor with the terms, conditions and agreements of the Notes, this Agreement and any agreements with respect to the Additional Obligations; (ii) any and all sums paid by the Collateral Agent in order to preserve the Collateral or preserve its Security Interest (as defined below) in the Collateral; and (iii) in the event of any proceeding for the col­lection or enforcement of any indebtedness, obliga­tions or liabilities of the Debtor referred to in the preceding clause (i) after an Event of Default (as defined hereinafter) shall have occurred and be continuing, the expenses of re-taking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral (as defined below), or of any exercise by the Collateral Agent of its rights here­under, together with attorneys’ fees actually incurred and court costs.

“ Security Interests ” shall mean the security interests granted to the Collateral Agent pursuant to Section 3 , as well as all other security interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement.

 

“ Software ” shall mean all “software” (as defined in the UCC), now owned or hereafter acquired by the Debtor, including all computer programs, computer programming source code, and all supporting information provided in connection with a transaction related to any program.

“ Supporting Obligations ” means all “supporting obligations” (as defined in the UCC), including letters of credit and guaranties issued in support of Accounts, Chattel Paper, Documents, General Intangibles, Instruments, or Investment Property.

“ Trademark License ” shall mean any written agreement now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any such rights granting to the Debtor any right to use any Trademark.

“ Trademarks ” shall mean all of the following now owned or hereafter acquired by the Debtor or in which the Debtor has or acquires any such rights: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, web addresses/url’s, trade styles, service marks, logos, other source or business identifiers, prints and labels on which any of the foregoing have appeared or appear, designs and general intangibles of like nature (whether registered or unregistered), now owned or existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, (ii) all reissues, extensions or renewals thereof and (iii) all goodwill associated with or symbolized by any of the foregoing.

“ UCC ” shall mean the Uniform Commercial Code as in effect, from time to time, in the State of Delaware; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the Security Interests in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than Delaware, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.

“ United States ” shall mean the United States of America, any of the fifty states thereof, and the District of Columbia.

(a)           Each Secured Party appoints and authorizes the Collateral Agent to take such action as collateral agent on its behalf and to exercise such powers and discretion under this Agreement as are delegated to the Collateral Agent by the terms hereof, together with such powers and discretion as are reasonably incidental thereto.  The Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any of the Secured Parties, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise be deemed to exist for, be undertaken by, or apply to or against the Collateral Agent.  Nothing in this Agreement shall be interpreted as giving the Collateral Agent responsibility for or any duty concerning the validity, perfection, priority or enforceability of any Lien or security interest in any Collateral or giving the Collateral Agent any obligation to take any action to procure or maintain such validity, perfection, priority or enforceability.

 

 

 

(b)           Whenever pursuant to the provisions hereof it is required that any party hereto obtain the consent or approval of the Collateral Agent, or that any matter prove satisfactory to the Collateral Agent, or that any action be taken at the request, discretion, option or determination of the Collateral Agent, the Collateral Agent, prior to giving any such consent or approval or request, or exercising any such option, discretion or determination, or indicating its satisfaction with any such matter, shall (except where the failure to do so, in its good faith judgment, could imperil the Collateral or the Liens thereon) be required to consult with the Secured Parties in a manner deemed reasonable by the Collateral Agent, and the Collateral Agent shall be protected in following any direction of the Requisite Holders.

(c)           The Collateral Agent shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Agreement at the request or direction of any Person hereunder unless such Person shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request or direction.  The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

(d)           Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, except for its or their own gross negligence or willful misconduct.  The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) reasonably believed by it to be genuine or to be signed by the proper party or parties.

(e)           The Debtor agrees to reimburse the Collateral Agent for all its expenses, including reasonable attorney’s fees, incurred in connection with this Agreement.  The Debtor and Secured Parties agree to indemnify the Collateral Agent and its directors, officers, agents and employees for, and to hold them harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on their part, arising out of or in connection with this Agreement, including the costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

 

(f)           The Collateral Agent may at any time resign by giving at least thirty (30) days prior written notice thereof to each Secured Party, provided that no resignation shall be effective until a successor for the Collateral Agent is appointed.  Upon such resignation, the Requisite Holders shall have the right to appoint a successor Collateral Agent.  If no successor Collateral Agent shall have been so appointed by the Requisite Holders and shall have accepted such appointment within thirty (30) days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Secured Parties, appoint a successor Collateral Agent.  Upon the acceptance of any appointment as Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder.  After any retiring Collateral Agent’s resignation, the provisions of this Agreement shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Collateral Agent.

(g)           All notices and other communications provided for hereunder shall be in writing (i) with respect to the Collateral Agent, sent to the address set forth in introductory paragraph hereof and (ii) with respect to each Secured Party, sent to the address set forth in the Note, and delivered in the manner required by each Note.

As security for the prompt and complete payment and performance when due of the Secured Obligations, Debtor hereby collaterally assigns and pledges to the Collateral Agent for the benefit of the Secured Parties and grants a continuing security interest to the Collateral Agent for the benefit of the Secured Parties in and to all of the Debtor’s right, title and interest in to and under all of the Collateral (and all rights therein), or in which or to which the Debtor has any rights, in each case, whether now existing or hereafter from time to time acquired.

4.             Authorization to File Financing Statement and other Actions .

(a)           Debtor hereby authorizes the Collateral Agent or its counsel at any time and from time to time to file one or more financing statements, continuation statements or other documents in any Uniform Commercial Code jurisdiction as Collateral Agent may deem necessary or desirable, which financing statements, continuation statements or other documents (a) indicate the Collateral (i) as all assets of the Debtor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC, or (ii) as being of an equal or lesser scope or with greater detail, and (b) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment.  The Debtor agrees to furnish any such information to the Collateral Agent promptly upon request.

(b)           If the Debtor shall at any time hold or acquire a commercial tort claim, the Debtor shall immediately notify the Collateral Agent in a writing signed by the Debtor of the brief details thereof and grant to the Collateral Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement.

(c)           The Debtor agrees to take any other action reasonably requested by the Collateral Agent, including, without limitation, delivery of certain Collateral or a control agreement granting control of certain Collateral to the Collateral Agent, to insure the attachment, perfection and priority of, and the ability of the Collateral Agent to maintain or enforce, the Security Interest in any and all of the Collateral.

 

(d)           The Debtor hereby irrevocably makes, constitutes and appoints the Collateral Agent as the Debtor’s true and lawful attorney-in-fact (with full power of substitution or re-substitution, in the name of the Debtor, the Collateral Agent or otherwise) upon an Event of Default with the power (i) to do any and every act that the Debtor is obligated by this Agreement to do, (ii) to do all things necessary to preserve and protect the Collateral, and to preserve, protect, and keep perfected the Collateral Agent’s security interest in the Collateral, (iii) to demand, sue for, collect, receive and give acquittance for any and all monies due or to become due with respect to any Collateral, (iv) to settle, compromise, compound, prosecute or defend any action or proceeding with respect to any Collateral, (v) to sell, transfer, assign or otherwise deal in or with the collateral or the proceeds or avails thereof, as fully and effectually as if the Collateral Agent were the absolute owner thereof, and (vi) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference to the Collateral.  The Debtor acknowledges and agrees that the power of attorney granted herein is a power coupled with an interest and shall be irrevocable.  The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers.  The Collateral Agent shall be accountable only for the amounts it actually receives as a result of the exercise of such powers and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtor for any act or failure to act pursuant to the foregoing power of attorney.

(a)           Debtor has full power and authority to enter into this Agreement;

(b)           All corporate action on the part of the Debtor, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Debtor has been taken.  This Agreement shall constitute the valid and binding obligation of the Debtor enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors;

(c)           All material consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings required on the part of the Debtor in connection with the valid execution and delivery of this Agreement have been obtained and are effective, other than such filings to be made or to become effective after the date hereof with respect to the Security Interests.  The Debtor has the right to pledge and grant the Security Interests or otherwise transfer the Collateral free and clear of any liens, claims, encumbrances or other security interests, other than the Permitted Liens (as defined below);

(d)           The Debtor is the owner of the Collateral, free from any lien, mortgage, pledge, charge, security interest, hypothecation or encumbrance of any kind (“ Liens ”) except (i) Liens imposed by law for taxes not yet due which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP, (iii) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations, (iv) Liens constituting encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, detract from the value of such property or impair the use thereof in the ordinary conduct of business, (v) purchase money Liens incurred prior to [the date of the offering memo] upon or in any fixed or capital assets to secure the purchase price or the cost of construction or improvement of such fixed or capital assets or to secure indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of such fixed or capital assets (including Liens securing any capital lease obligations); provided , that (x) such Lien attached to such asset concurrently or within 90 days after the acquisition, improvement or completion of the construction thereof; (y) such Lien does not extend to any other asset; and (z) the debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets and (vi) Liens in favor of the Collateral Agent for the benefit of the Secured Parties granted pursuant to this Agreement (the Liens described in the preceding clauses (i) – (vi) collectively, “ Permitted Liens ”)

(e)           None of the account debtors or other persons obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or like federal, state or local statute or rule in respect of such Collateral;

(f)           The exact legal name of the Debtor and its state of incorporation is set forth below:

Z Trim Holdings, Inc.                          Illinois

(g)           The Debtor has at all times operated its business in compliance in all material respects with all applicable provisions of federal, state and local statutes and ordinances, including, without limitation, those dealing with the control, shipment, storage or disposal of hazardous materials or substances;

(h)           When the UCC financing statement in appropriate form is filed in the Office of the Secretary of State of the State of Illinois, the Security Interests shall constitute valid and perfected security interests in the Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, to the extent that a security interest therein may be perfected by filing pursuant to the UCC, assuming the proper filing and indexing thereof; and

(i)             Except as set forth on Schedule I attached hereto, the Debtor does not have any interest in, or title to, any registration or pending application for any Patent, Trademark or Copyright.  This Security Agreement is effective to create a valid and continuing Lien on Debtor’s Intellectual Property.  Upon filing of the Patent Security Agreement in the form attached hereto as Exhibit A and the Trademark Security Agreement in t