SHALL NOT ENTER INTO ANY AGREEMENT THAT WOULD MATERIALLY
IMPAIR OR CONFLICT WITH GRANTOR'S OBLIGATIONS HEREUNDER WITHOUT LENDER'S PRIOR
WRITTEN CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
GRANTOR
SHALL NOT PERMIT THE INCLUSION IN ANY MATERIAL CONTRACT TO WHICH IT BECOMES A
PARTY OF ANY PROVISIONS THAT COULD OR MIGHT IN ANY WAY PREVENT THE CREATION OF A
SECURITY INTEREST IN GRANTOR'S RIGHTS AND INTEREST IN ANY PROPERTY INCLUDED
WITHIN THE DEFINITION OF THE INTELLECTUAL PROPERTY COLLATERAL ACQUIRED UNDER
SUCH CONTRACTS, EXCEPT THAT CERTAIN CONTRACTS MAY CONTAIN ANTI-ASSIGNMENT
PROVISIONS THAT COULD IN EFFECT PROHIBIT THE CREATION OF A SECURITY INTEREST IN
SUCH CONTRACTS.
(L)
UPON ANY EXECUTIVE OFFICER OF GRANTOR OBTAINING ACTUAL KNOWLEDGE
THEREOF, GRANTOR WILL PROMPTLY NOTIFY LENDER IN WRITING OF ANY EVENT THAT
MATERIALLY ADVERSELY AFFECTS THE VALUE OF ANY MATERIAL INTELLECTUAL PROPERTY
COLLATERAL, THE ABILITY OF GRANTOR TO DISPOSE OF ANY MATERIAL INTELLECTUAL
PROPERTY COLLATERAL OF THE RIGHTS AND REMEDIES OF LENDER IN RELATION THERETO,
INCLUDING THE LEVY OF ANY LEGAL PROCESS AGAINST ANY OF THE INTELLECTUAL PROPERTY
COLLATERAL.
4.
­LENDER'S RIGHTS.
LENDER SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO TAKE, AT GRANTOR'S SOLE EXPENSE, ANY ACTIONS THAT GRANTOR IS
REQUIRED UNDER THIS IP AGREEMENT TO TAKE BUT WHICH GRANTOR FAILS TO TAKE, AFTER
FIFTEEN (15) DAYS' NOTICE TO GRANTOR.
GRANTOR SHALL REIMBURSE AND INDEMNIFY
LENDER FOR ALL REASONABLE COSTS AND REASONABLE EXPENSES INCURRED IN THE
REASONABLE EXERCISE OF ITS RIGHTS UNDER THIS SECTION 4.
5.
­INSPECTION RIGHTS.
GRANTOR HEREBY GRANTS TO LENDER AND ITS
EMPLOYEES, REPRESENTATIVES AND AGENTS THE RIGHT TO VISIT, DURING REASONABLE
HOURS UPON PRIOR REASONABLE WRITTEN NOTICE TO GRANTOR, ANY OF GRANTOR'S PLANTS
AND FACILITIES THAT MANUFACTURE, INSTALL OR STORE PRODUCTS (OR THAT HAVE DONE SO
DURING THE PRIOR SIX-MONTH PERIOD) THAT ARE SOLD UTILIZING ANY OF THE
INTELLECTUAL PROPERTY COLLATERAL, AND TO INSPECT THE PRODUCTS AND QUALITY
CONTROL RECORDS RELATING THERETO UPON REASONABLE WRITTEN NOTICE TO GRANTOR AND
AS OFTEN AS MAY BE REASONABLY REQUESTED, BUT NOT MORE THAN ONCE IN EVERY SIX (6)
MONTHS; PROVIDED, HOWEVER, NOTHING HEREIN SHALL ENTITLE LENDER ACCESS TO
GRANTOR'S TRADE SECRETS AND OTHER PROPRIETARY INFORMATION.
3
6.
­FURTHER ASSURANCES; ATTORNEY IN FACT.
(A)
ON A CONTINUING BASIS, GRANTOR WILL, SUBJECT TO ANY PRIOR
LICENSES, ENCUMBRANCES AND RESTRICTIONS AND PROSPECTIVE LICENSES, MAKE, EXECUTE,
ACKNOWLEDGE AND DELIVER, AND FILE AND RECORD IN THE PROPER FILING AND RECORDING
PLACES IN THE UNITED STATES, ALL SUCH INSTRUMENTS, INCLUDING APPROPRIATE
FINANCING AND CONTINUATION STATEMENTS AND COLLATERAL AGREEMENTS AND FILINGS WITH
THE UNITED STATES PATENT AND TRADEMARKS OFFICE AND THE REGISTER OF COPYRIGHTS,
AND TAKE ALL SUCH ACTION AS MAY REASONABLY BE DEEMED NECESSARY OR ADVISABLE, OR
AS REQUESTED BY LENDER, TO PERFECT LENDER'S SECURITY INTEREST IN ALL COPYRIGHTS,
PATENTS, TRADEMARKS, AND MASK WORKS AND OTHERWISE TO CARRY OUT THE INTENT AND
PURPOSES OF THIS IP AGREEMENT, OR FOR ASSURING AND CONFIRMING TO LENDER THE
GRANT OR PERFECTION OF A SECURITY INTEREST IN ALL INTELLECTUAL PROPERTY
COLLATERAL.
(B)
GRANTOR HEREBY IRREVOCABLY APPOINTS LENDER AS GRANTOR'S
ATTORNEY-IN-FACT, WITH FULL