UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, COLLATERAL AGENT SHALL HAVE THE RIGHT BUT SHALL IN NO WAY BE OBLIGATED
TO BRING SUIT, OR TO TAKE SUCH OTHER ACTION AS COLLATERAL AGENT DEEMS NECESSARY
OR ADVISABLE, IN THE NAME OF DEBTOR OR COLLATERAL AGENT, TO ENFORCE OR PROTECT
ANY OF THE PATENT COLLATERAL, IN WHICH EVENT DEBTOR SHALL, AT THE REASONABLE
REQUEST OF COLLATERAL AGENT, DO ANY AND ALL LAWFUL ACTS AND EXECUTE ANY AND ALL
DOCUMENTS REQUIRED BY COLLATERAL AGENT IN AID OF SUCH ENFORCEMENT.
TO THE
EXTENT THAT COLLATERAL AGENT SHALL ELECT NOT TO BRING SUIT TO ENFORCE SUCH
PATENT COLLATERAL, DEBTOR, IN THE EXERCISE OF ITS REASONABLE BUSINESS JUDGMENT,
AGREES TO USE ALL REASONABLE MEASURES AND ITS DILIGENT EFFORTS, WHETHER BY
ACTION, SUIT, PROCEEDING OR OTHERWISE, TO PREVENT THE INFRINGEMENT,
MISAPPROPRIATION OR VIOLATIONS THEREOF BY OTHERS AND FOR THAT PURPOSE AGREES
DILIGENTLY TO MAINTAIN ANY ACTION, SUIT OR PROCEEDING AGAINST ANY PERSON
NECESSARY TO PREVENT SUCH INFRINGEMENT, MISAPPROPRIATION OR VIOLATION.
NOTHING
HEREIN SHALL PERMIT THE COLLATERAL AGENT TO ASSERT ANY OF THE RIGHTS, CLAIMS OR
CAUSES OF ACTION CONTEMPLATED BY SECTION 2(A)(II), EXCEPT AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.
8.
BINDING EFFECT.
THIS AGREEMENT SHALL BE BINDING UPON, INURE TO
THE BENEFIT OF AND BE ENFORCEABLE BY DEBTOR AND COLLATERAL AGENT FOR THE BENEFIT
OF THE LENDER GROUP AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
NOTICES.
ALL NOTICES AND OTHER COMMUNICATIONS HEREUNDER SHALL BE
IN WRITING AND SHALL BE MAILED, SENT OR DELIVERED IN ACCORDANCE WITH THE
FINANCING AGREEMENT.
10.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO
THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE SECURITY INTERESTS HEREUNDER
IN RESPECT OF THE PATENT COLLATERAL ARE GOVERNED BY FEDERAL LAW, IN WHICH CASE
SUCH CHOICE OF NEW YORK LAW SHALL NOT BE DEEMED TO DEPRIVE COLLATERAL AGENT OF
SUCH RIGHTS AND REMEDIES AS MAY BE AVAILABLE UNDER FEDERAL LAW.
11.
ENTIRE AGREEMENT; AMENDMENT.
THIS AGREEMENT AND THE FINANCING
AGREEMENT, TOGETHER WITH THE SCHEDULES HERETO AND THERETO, CONTAIN THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDES ALL PRIOR DRAFTS AND COMMUNICATIONS RELATING TO SUCH SUBJECT MATTER.
NEITHER THIS AGREEMENT NOR ANY PROVISION
10
HEREOF MAY BE MODIFIED, AMENDED OR WAIVED EXCEPT BY THE WRITTEN AGREEMENT OF THE
PARTIES, AS PROVIDED IN THE FINANCING AGREEMENT.
NOTWITHSTANDING THE FOREGOING,
COLLATERAL AGENT MAY RE-EXECUTE THIS AGREEMENT OR MODIFY, AMEND OR SUPPLEMENT
THE SCHEDULES HERETO AS PROVIDED IN SECTION 6 HEREOF.
12.
SEVERABILITY.
IF ONE OR MORE PROVISIONS CONTAINED IN THIS
AGREEMENT SHALL BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT IN ANY
JURISDICTION OR WITH RESPECT TO ANY PARTY, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY IN SUCH JURISDICTION OR WITH RESPECT TO SUCH PARTY SHALL, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOT INVALIDATE OR RENDER ILLEGAL
OR UNENFORCEABLE ANY SUCH PROVISION IN ANY