OF BANK'S RIGHTS HEREUNDER, INCLUDING
WITHOUT LIMITATION ANY EXPENSE INCURRED IN DISPOSING OF THE INTELLECTUAL
PROPERTY COLLATERAL.
ALL OF BANK'S RIGHTS AND REMEDIES WITH RESPECT TO THE
INTELLECTUAL PROPERTY COLLATERAL SHALL BE CUMULATIVE.
9.
INDEMNITY.
GRANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
BANK AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST:
(A) ALL OBLIGATIONS,
DEMANDS, CLAIMS, AND LIABILITIES CLAIMED OR ASSERTED BY ANY OTHER PARTY IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS IP AGREEMENT, AND (B) ALL
LOSSES OR EXPENSES IN ANY WAY SUFFERED, INCURRED, OR PAID BY BANK AS A RESULT OF
OR IN ANY WAY ARISING OUT OF, FOLLOWING OR CONSEQUENTIAL TO TRANSACTIONS BETWEEN
BANK AND GRANTOR, WHETHER UNDER THIS IP AGREEMENT OR OTHERWISE (INCLUDING
WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES AND REASONABLE EXPENSES), EXCEPT
FOR LOSSES ARISING FROM OR OUT OF BANK'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10.
TERMINATION.
AT SUCH TIME AS GRANTOR SHALL COMPLETELY SATISFY ALL
OF THE OBLIGATIONS SECURED HEREUNDER, BANK SHALL EXECUTE AND DELIVER TO GRANTOR
ALL RELEASES, TERMINATIONS, AND OTHER INSTRUMENTS AS MAY BE NECESSARY OR PROPER
TO RELEASE THE SECURITY INTEREST HEREUNDER.
11.
COURSE OF DEALING.
NO COURSE OF DEALING, NOR ANY FAILURE TO
EXERCISE, NOR ANY DELAY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF.
12.
AMENDMENTS.
THIS IP AGREEMENT MAY BE AMENDED ONLY BY A WRITTEN
INSTRUMENT SIGNED BY BOTH PARTIES HERETO.
13.
COUNTERPARTS.
THIS IP AGREEMENT MAY BE EXECUTED IN TWO OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE THE SAME INSTRUMENT.
14.
LAW AND JURISDICTION.
MASSACHUSETTS LAW GOVERNS THIS IP AGREEMENT
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
GRANTOR AND BANK EACH SUBMIT
TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE
COMMONWEALTH OF MASSACHUSETTS; PROVIDED, HOWEVER, THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED TO OPERATE TO PRECLUDE BANK FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF BANK.
GRANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND GRANTOR
HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL
JURISDICTION, IMPROPER VENUE, OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.
GRANTOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINTS, AND
OTHER PROCESS ISSUED IN SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS, AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER TO
OCCUR OF GRANTOR'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE
U.S. MAILS, PROPER POSTAGE PREPAID. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET
FORTH HEREINABOVE, BANK SHALL SPECIFICALLY HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING