FROM ANY SUCH LICENSE, ASSIGNMENT, SALE OR OTHER DISPOSITION
IN ACCORDANCE WITH PARAGRAPH (D) OF THIS SECTION 2; AND EACH BORROWER SHALL
REMAIN LIABLE AND WILL PAY AGENT ON DEMAND ANY DEFICIENCY REMAINING, TOGETHER
WITH INTEREST THEREON AT A RATE EQUAL TO THE RATE THEN PAYABLE ON THE
OBLIGATIONS AND THE BALANCE OF ANY EXPENSES UNPAID.
NOTHING HEREIN CONTAINED
SHALL BE CONSTRUED AS REQUIRING AGENT TO TAKE ANY SUCH ACTION AT ANY TIME; AND
(D)
EXCEPT AS OTHERWISE HEREIN EXPRESSLY
PROVIDED, THE PROCEEDS OF ANY COLLECTION, SALE OR OTHER REALIZATION OF ALL OR
ANY PART OF THE INTELLECTUAL PROPERTY COLLATERAL
7
PURSUANT HERETO, SHALL BE APPLIED TO THE OBLIGATIONS UNTIL THE OBLIGATIONS SHALL
HAVE BEEN PAID IN FULL IN CASH.
THE APPLICATION OF PROCEEDS HEREUNDER TO THE
OBLIGATIONS SHALL BE MADE PRO-RATA TO THE HOLDERS OF SUCH OBLIGATIONS BASED ON
THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF SUCH OBLIGATIONS HELD BY SUCH
HOLDERS OR AS OTHERWISE PROVIDED IN THE LOAN AGREEMENT.
3.
THE FOLLOWING DOCUMENTS WILL BE
CONCURRENTLY EXECUTED AND DELIVERED TO AGENT AS CONDITIONS PRECEDENT TO THE
EXECUTION AND DELIVERY OF THIS AGREEMENT:
THREE ORIGINAL POWERS OF ATTORNEY,
IN THE FORM OF EXHIBIT A, EXHIBIT B, AND EXHIBIT C HERETO, RESPECTIVELY,
EXECUTED BY BORROWERS, FOR THE IMPLEMENTATION OF ANY ASSIGNMENT, SALE OR OTHER
DISPOSITION OF THE TRADEMARKS, PATENTS OR COPYRIGHTS, RESPECTIVELY, PURSUANT TO
PARAGRAPHS 2(A) AND (B) HEREOF.
4.
NO PROVISION HEREOF SHALL BE MODIFIED,
ALTERED OR LIMITED EXCEPT BY A WRITTEN INSTRUMENT EXPRESSLY REFERRING TO THIS
AGREEMENT AND EXECUTED BY THE PARTY TO BE CHARGED.
THE EXECUTION AND DELIVERY
OF THIS AGREEMENT HAS BEEN PROPERLY AUTHORIZED BY THE BOARD OF DIRECTORS OF EACH
BORROWER AND BY ANY NECESSARY VOTE OR CONSENT OF STOCKHOLDERS THEREOF.
THIS
AGREEMENT SHALL BE BINDING UPON THE SUCCESSORS, PERMITTED ASSIGNS OR OTHER LEGAL
REPRESENTATIVES OF EACH BORROWER, AND SHALL, TOGETHER WITH THE RIGHTS AND
REMEDIES OF THE LENDER GROUP HEREUNDER INURE TO THE BENEFIT OF THE LENDER GROUP,
ITS SUCCESSORS, PERMITTED ASSIGNS OR OTHER LEGAL REPRESENTATIVES.
THIS
AGREEMENT, THE OBLIGATIONS AND THE INTELLECTUAL PROPERTY COLLATERAL SHALL BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE UNITED STATES AND THE LAWS OF THE
STATE OF CALIFORNIA.
IF ANY TERM OF THIS AGREEMENT SHALL BE HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE, THE VALIDITY OF ALL OTHER TERMS HEREOF SHALL IN NO WAY
BE AFFECTED THEREBY.
THE OBLIGATIONS OF BORROWERS HEREUNDER ARE JOINT AND
SEVERAL.
5.
THIS AGREEMENT SHALL CONTINUE TO BE
EFFECTIVE AND SHALL BE REINSTATED IN THE EVENT THAT AT ANY TIME AFTER THE
OBLIGATIONS HAVE BEEN PAID IN FULL, ANY PAYMENT OF THE OBLIGATIONS IS RESCINDED
OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE LENDER GROUP.
6.
UPON PAYMENT AND PERFORMANCE IN FULL IN
CASH BY BORROWERS OF ALL OF THE OBLIGATIONS (OTHER THAN INDEMNIFICATION
OBLIGATIONS FOR WHICH NO CLAIM HAS BEEN MADE) AND UPON THE TERMINATION OF THE
LOAN AGREEMENT, THIS AGREEMENT SHALL TERMINATE AND AGENT SHALL EXECUTE, FILE AND
RECORD IN EACH OFFICE IN WHICH ANY FINANCING STATEMENT OR