ORDER TO GIVE
THE SECURED PARTY CONTROL OF THE LETTER-OF-CREDIT RIGHTS TO SUCH LETTER OF
CREDIT.
4.9.
FEDERAL, STATE OR MUNICIPAL CLAIMS.
THE
GRANTOR WILL NOTIFY THE SECURED PARTY OF ANY COLLATERAL OWNED BY THE GRANTOR
WHICH CONSTITUTES A CLAIM AGAINST THE UNITED STATES GOVERNMENT OR ANY STATE OR
LOCAL GOVERNMENT OR ANY INSTRUMENTALITY OR AGENCY THEREOF, THE ASSIGNMENT OF
WHICH CLAIM IS RESTRICTED BY FEDERAL, STATE OR MUNICIPAL LAW.
4.10.
INTELLECTUAL PROPERTY.
4.10.1
IF, AFTER THE DATE HEREOF, THE GRANTOR OBTAINS RIGHTS TO, INCLUDING, BUT
NOT LIMITED TO FILING AND ACCEPTANCE OF A STATEMENT OF USE OR AN AMENDMENT TO
ALLEGE USE WITH THE U.S. PATENT AND TRADEMARK OFFICE, OR APPLIES FOR OR SEEKS
REGISTRATION OF, ANY NEW PATENTABLE INVENTION, TRADEMARK OR COPYRIGHT IN
ADDITION TO THE PATENTS, TRADEMARKS AND COPYRIGHTS DESCRIBED IN PART C OF
EXHIBIT "B", WHICH ARE ALL OF THE GRANTOR'S PATENTS, TRADEMARKS AND REGISTERED
COPYRIGHTS AS OF THE DATE HEREOF, THEN THE GRANTOR SHALL GIVE THE SECURED PARTY
PROMPT NOTICE THEREOF.
THE GRANTOR AGREES PROMPTLY UPON REQUEST BY THE SECURED
PARTY TO EXECUTE AND DELIVER TO THE SECURED PARTY ANY SUPPLEMENT TO THIS
SECURITY AGREEMENT OR ANY OTHER DOCUMENT REASONABLY REQUESTED BY THE SECURED
PARTY TO EVIDENCE SUCH SECURITY INTEREST IN A FORM APPROPRIATE FOR RECORDING IN
THE APPLICABLE FEDERAL OFFICE.
THE GRANTOR ALSO HEREBY AUTHORIZES THE SECURED
PARTY TO MODIFY THIS SECURITY AGREEMENT UNILATERALLY (I) BY AMENDING PART C OF
EXHIBIT "B" TO INCLUDE ANY FUTURE PATENTS, TRADEMARKS AND/OR COPYRIGHTS OF WHICH
THE SECURED PARTY RECEIVES NOTIFICATION FROM THE GRANTOR PURSUANT HERETO AND
(II) BY RECORDING, IN ADDITION TO AND NOT IN SUBSTITUTION FOR THIS SECURITY
AGREEMENT, A DUPLICATE ORIGINAL OF THIS SECURITY AGREEMENT CONTAINING IN PART C
OF EXHIBIT "B" A DESCRIPTION OF SUCH FUTURE PATENTS, TRADEMARKS AND/OR
COPYRIGHTS.
4.10.2
AS OF THE DATE HEREOF, THE GRANTOR HAS NO INTEREST IN, OR TITLE TO, ANY
INTELLECTUAL PROPERTY LICENSES, PATENTS, TRADEMARKS, INDUSTRIAL DESIGN OR
REGISTERED COPYRIGHTS EXCEPT AS SET FORTH IN EXHIBIT "B".
THIS AGREEMENT IS
EFFECTIVE TO CREATE A VALID AND CONTINUING LIEN ON SUCH COPYRIGHTS, INTELLECTUAL
PROPERTY LICENSES, PATENTS, TRADEMARKS AND INDUSTRIAL DESIGNS AND, UPON FILING
OF THE CONFIRMATORY GRANT OF SECURITY INTEREST IN COPYRIGHTS WITH THE UNITED
STATES COPYRIGHT OFFICE AND FILING OF THE CONFIRMATORY GRANT OF SECURITY
INTEREST IN PATENTS WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE, AND THE
FILING OF APPROPRIATE FINANCING STATEMENTS IN THE JURISDICTIONS LISTED IN
EXHIBIT "E" HERETO, ALL ACTION NECESSARY OR DESIRABLE TO PROTECT AND PERFECT THE
SECURITY INTEREST IN, TO AND ON THE GRANTOR'S PATENTS, TRADEMARKS, COPYRIGHTS OR
INDUSTRIAL
14
DESIGNS HAS BEEN TAKEN AND SUCH PERFECTED SECURITY INTEREST IS ENFORCEABLE AS
SUCH AS AGAINST ANY AND ALL CREDITORS OF AND PURCHASERS FROM THE GRANTOR.
THE
GRANTOR HAS NO INTEREST IN ANY COPYRIGHT THAT IS NECESSARY IN CONNECTION WITH
THE OPERATION OF THE GRANTOR'S BUSINESS, EXCEPT FOR THOSE COPYRIGHTS IDENTIFIED
IN EXHIBIT "B" ATTACHED HERETO WHICH HAVE BEEN REGISTERED WITH THE UNITED STATES
COPYRIGHT OFFICE.
4.11.
COMMERCIAL TORT CLAIMS.
IF, AFTER THE