OR ARISING OUT OF ANY OF
THE AFOREMENTIONED PROPERTIES AND ASSETS AND NOT OTHERWISE DESCRIBED ABOVE,
INCLUDING ALL LICENSE PAYMENTS AND PAYMENTS UNDER INSURANCE (WHETHER OR NOT
SECURED PARTY IS THE LOSS PAYEE THEREOF) OR ANY INDEMNITY, WARRANTY OR GUARANTY
PAYABLE BY REASON OF LOSS OR DAMAGE TO OR OTHERWISE WITH RESPECT TO THE
FOREGOING COLLATERAL; AND
(VI)
ALL PRODUCTS, PROCEEDS AND SUPPORTING OBLIGATIONS OF OR WITH
RESPECT TO ANY AND ALL OF THE FOREGOING COLLATERAL.
(B)
CONTINUING SECURITY INTEREST. DEBTOR AGREES THAT THIS AGREEMENT
SHALL CREATE A CONTINUING SECURITY INTEREST IN THE COLLATERAL WHICH SHALL REMAIN
IN EFFECT UNTIL TERMINATED IN ACCORDANCE WITH SECTION 12.
SECTION 3.
SUPPLEMENT TO SECURITY AGREEMENT. THIS AGREEMENT HAS BEEN GRANTED
IN CONJUNCTION WITH THE SECURITY INTERESTS GRANTED TO SECURED PARTY UNDER THE
SECURITY AGREEMENT. THE RIGHTS AND REMEDIES OF SECURED PARTY WITH RESPECT TO THE
SECURITY INTERESTS GRANTED HEREIN ARE WITHOUT PREJUDICE TO, AND ARE IN ADDITION
TO THOSE SET FORTH IN THE SECURITY AGREEMENT, ALL TERMS AND PROVISIONS OF WHICH
ARE INCORPORATED HEREIN BY REFERENCE.
SECTION 4.
REPRESENTATIONS AND WARRANTIES. DEBTOR REPRESENTS AND WARRANTS TO
SECURED PARTY THAT:
(A)
PATENTS. A TRUE AND CORRECT LIST OF ALL OF THE EXISTING COLLATERAL
CONSISTING OF U.S. PATENTS AND PATENT APPLICATIONS AND/OR REGISTRATIONS OWNED BY
DEBTOR, IN WHOLE OR IN PART, IS SET FORTH IN SCHEDULE A.
(B)
TRADEMARKS. A TRUE AND CORRECT LIST OF ALL OF THE EXISTING
COLLATERAL CONSISTING OF U.S. TRADEMARKS, TRADEMARK REGISTRATIONS AND/OR
APPLICATIONS OWNED BY DEBTOR, IN WHOLE OR IN PART, IS SET FORTH IN SCHEDULE B.
2
SECTION 5.
FURTHER ACTS. ON A CONTINUING BASIS, DEBTOR SHALL MAKE, EXECUTE,
ACKNOWLEDGE AND DELIVER, AND FILE AND RECORD IN THE PROPER FILING AND RECORDING
PLACES, ALL SUCH INSTRUMENTS AND DOCUMENTS, AND TAKE ALL SUCH ACTION AS MAY BE
NECESSARY OR ADVISABLE OR MAY BE REASONABLY REQUESTED BY SECURED PARTY TO CARRY
OUT THE INTENT AND PURPOSES OF THIS AGREEMENT, OR FOR ASSURING, CONFIRMING OR
PROTECTING THE GRANT OR PERFECTION OF THE SECURITY INTEREST GRANTED OR PURPORTED
TO BE GRANTED HEREBY, TO ENSURE DEBTOR'S COMPLIANCE WITH THIS AGREEMENT OR TO
ENABLE SECURED PARTY TO EXERCISE AND ENFORCE ITS RIGHTS AND REMEDIES HEREUNDER
WITH RESPECT TO THE COLLATERAL, INCLUDING ANY DOCUMENTS FOR FILING WITH THE PTO
AND/OR ANY APPLICABLE STATE OFFICE. SECURED PARTY MAY RECORD THIS AGREEMENT, AN
ABSTRACT THEREOF, OR ANY OTHER DOCUMENT DESCRIBING SECURED PARTY'S INTEREST IN
THE COLLATERAL WITH THE PTO, AT THE EXPENSE OF DEBTOR.
SECTION 6.
AUTHORIZATION TO SUPPLEMENT. IF DEBTOR SHALL OBTAIN RIGHTS AS OWNER
TO ANY NEW, OR APPLY FOR REGISTRATION OF, ANY U.S. TRADEMARKS OR SERVICE MARKS,
OR ANY U.S. PATENTS, THE PROVISIONS OF THIS AGREEMENT SHALL AUTOMATICALLY APPLY
THERETO. DEBTOR SHALL GIVE PROMPT NOTICE IN WRITING TO SECURED PARTY WITH
RESPECT TO THE FOREGOING. WITHOUT LIMITING DEBTOR'S OBLIGATIONS UNDER THIS
SECTION 6, DEBTOR AUTHORIZES SECURED PARTY TO MODIFY THIS AGREEMENT BY AMENDING
SCHEDULES A OR B TO INCLUDE ANY SUCH NEW PATENT OR TRADEMARK AND SERVICE MARK
REGISTRATION OR SUCH APPLICATION. NOTWITHSTANDING THE