BE CANCELED OR MODIFIED EXCEPT AFTER TEN
(10) DAYS PRIOR WRITTEN NOTICE DELIVERED TO EACH OF THE INVESTORS AT ITS ADDRESS
FOR NOTICES HEREIN OR AS SUBSEQUENTLY DIRECTED IN WRITING BY THE INVESTORS"; AND
(III)
ALL POLICIES SHALL BE IN A FORM REASONABLY
ACCEPTABLE TO THE INVESTORS AND SHALL BE ISSUED BY FINANCIALLY SOUND INSURERS
DULY LICENSED AND AUTHORIZED TO CONDUCT THAT TYPE OF INSURANCE BUSINESS IN EACH
STATE WHERE THE COLLATERAL IS LOCATED; AND
(IV)
ALL POLICIES OF INSURANCE AND ENDORSEMENTS
THEREOF, TOGETHER WITH A PAID RECEIPT, SHALL BE DEPOSITED WITH THE INVESTORS
PRIOR TO THE DATE HEREOF.
UPON REQUEST, PRIOR TO THE EXPIRATION OF ANY SUCH
POLICIES, THE COMPANY SHALL FURNISH PAID RECEIPTS AND OTHER EVIDENCE
SATISFACTORY TO THE INVESTORS THAT ALL SUCH POLICIES HAVE BEEN RENEWED OR
REPLACED.
(D)
INSURANCE PROCEEDS.
UNLESS AN EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE COMPANY SHALL RECEIVE
DIRECTLY ALL AWARDS AND PROCEEDS WITH RESPECT TO ANY LOSS.
AFTER THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE INVESTORS SHALL HAVE THE
EXCLUSIVE AUTHORITY TO DO EACH OF THE FOLLOWING IN ITS REASONABLE
10
DISCRETION:
(I)
RECEIVE DIRECTLY ALL AWARDS AND
PROCEEDS;
(II)
SETTLE OR COMPROMISE ALL CLAIMS RELATING
TO ALL AWARDS AND PROCEEDS; AND
(III)
DETERMINE WHETHER TO APPLY ANY AWARDS AND
PROCEEDS TO REDUCE THE NOTES OR ANY OTHER OBLIGATIONS.
(E)
FURTHER ACTIONS.
UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT, EACH OF THE INVESTORS SHALL HAVE THE AUTHORITY ON BEHALF OF
THE COMPANY TO EXECUTE AND DELIVER ANY SUCH INSTRUMENTS, AGREEMENTS AND
DOCUMENTS AS MAY BE NECESSARY TO EFFECT THE PROVISIONS OF THIS SECTION 4.8.
ANY
DEFICIENCY REMAINING IN THE AMOUNTS OWING BY THE COMPANY TO THE INVESTORS AFTER
APPLICATION OF ANY AWARDS AND PROCEEDS SHALL BE PAID BY THE COMPANY TO THE
INVESTORS, ON DEMAND, AND SHALL BE DEEMED OBLIGATIONS AND ADDITIONAL PRINCIPAL
UNDER THE NOTE BEARING INTEREST AT THE RATE SPECIFIED THEREIN UNTIL PAID IN FULL
IN CASH.
4.9.
COVENANTS REGARDING PATENT, TRADEMARK AND
COPYRIGHT COLLATERAL.
(A)
SUBJECT TO ITS REASONABLE JUDGMENT, THE
COMPANY AGREES THAT IT WILL NOT DO ANY ACT, OR OMIT TO DO ANY ACT, WHEREBY ANY
PATENT WOULD REASONABLY BE LIKELY TO BECOME INVALIDATED OR DEDICATED TO THE
PUBLIC, AND AGREES THAT IT SHALL CONTINUE TO MARK ANY PRODUCTS COVERED BY A
PATENT WITH THE RELEVANT PATENT NUMBER AS NECESSARY AND SUFFICIENT TO ESTABLISH
AND PRESERVE ITS MAXIMUM RIGHTS UNDER APPLICABLE PATENT LAWS.
(B)
SUBJECT TO ITS REASONABLE JUDGMENT, THE
COMPANY WILL, FOR EACH TRADEMARK, (I) MAINTAIN SUCH TRADEMARK IN FULL FORCE FREE
FROM ANY CLAIM OF ABANDONMENT OR INVALIDITY FOR NON-USE, (II) MAINTAIN THE
QUALITY OF PRODUCTS AND SERVICES OFFERED UNDER SUCH TRADEMARK, (III) DISPLAY
SUCH TRADEMARK WITH NOTICE OF FEDERAL OR FOREIGN REGISTRATION TO THE EXTENT
NECESSARY AND SUFFICIENT TO ESTABLISH AND PRESERVE ITS MAXIMUM RIGHTS UNDER
APPLICABLE LAW, AND (IV) NOT KNOWINGLY USE OR KNOWINGLY PERMIT THE USE OF SUCH
TRADEMARK IN VIOLATION OF ANY THIRD PARTY RIGHTS UNLESS IT WOULD BE REASONABLY