ANY OF THE REPRESENTATIONS OR
WARRANTIES CONTAINED IN SECTION 3 SHALL PROVE TO HAVE BEEN INCORRECT IN ANY
MATERIAL RESPECT WHEN MADE.
6.
REMEDIES. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT AND AT ANY
TIME THEREAFTER, THE SECURED PARTY MAY, AT ITS OPTION, TAKE ANY OR ALL OF THE
FOLLOWING ACTIONS:
4
(A)
THE SECURED PARTY MAY EXERCISE ANY OR ALL REMEDIES AVAILABLE UNDER
THE CREDIT AGREEMENT.
(B)
THE SECURED PARTY MAY SELL, ASSIGN, TRANSFER, PLEDGE, ENCUMBER OR
OTHERWISE DISPOSE OF THE PATENTS AND TRADEMARKS.
(C)
THE SECURED PARTY MAY ENFORCE THE PATENTS AND TRADEMARKS AND ANY
LICENSES THEREUNDER, AND IF SECURED PARTY SHALL COMMENCE ANY SUIT FOR SUCH
ENFORCEMENT, THE DEBTOR SHALL, AT THE REQUEST OF SECURED PARTY, DO ANY AND ALL
LAWFUL ACTS AND EXECUTE ANY AND ALL PROPER DOCUMENTS REQUIRED BY SECURED PARTY
IN AID OF SUCH ENFORCEMENT.
7.
MISCELLANEOUS. THIS AGREEMENT CAN BE WAIVED, MODIFIED, AMENDED,
TERMINATED OR DISCHARGED, AND THE SECURITY INTEREST CAN BE RELEASED, ONLY
EXPLICITLY IN A WRITING SIGNED BY THE SECURED PARTY. A WAIVER SIGNED BY THE
SECURED PARTY SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE GIVEN. MERE DELAY OR FAILURE TO ACT SHALL NOT PRECLUDE THE
EXERCISE OR ENFORCEMENT OF ANY OF THE SECURED PARTY'S RIGHTS OR REMEDIES. ALL
RIGHTS AND REMEDIES OF THE SECURED PARTY SHALL BE CUMULATIVE AND MAY BE
EXERCISED SINGULARLY OR CONCURRENTLY, AT THE SECURED PARTY'S OPTION, AND THE
EXERCISE OR ENFORCEMENT OF ANY ONE SUCH RIGHT OR REMEDY SHALL NEITHER BE A
CONDITION TO NOR BAR THE EXERCISE OR ENFORCEMENT OF ANY OTHER. ALL NOTICES TO BE
GIVEN TO DEBTOR UNDER THIS AGREEMENT SHALL BE GIVEN IN THE MANNER AND WITH THE
EFFECT PROVIDED IN THE CREDIT AGREEMENT. THE SECURED PARTY SHALL NOT BE
OBLIGATED TO PRESERVE ANY RIGHTS THE DEBTOR MAY HAVE AGAINST PRIOR PARTIES, TO
REALIZE ON THE PATENTS AND TRADEMARKS AT ALL OR IN ANY PARTICULAR MANNER OR
ORDER, OR TO APPLY ANY CASH PROCEEDS OF PATENTS AND TRADEMARKS IN ANY PARTICULAR
ORDER OF APPLICATION. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE DEBTOR AND THE SECURED PARTY AND THEIR RESPECTIVE PARTICIPANTS,
SUCCESSORS AND ASSIGNS AND SHALL TAKE EFFECT WHEN SIGNED BY THE DEBTOR AND
DELIVERED TO THE SECURED PARTY, AND THE DEBTOR WAIVES NOTICE OF THE SECURED
PARTY'S ACCEPTANCE HEREOF. THE SECURED PARTY MAY EXECUTE THIS AGREEMENT IF
APPROPRIATE FOR THE PURPOSE OF FILING, BUT THE FAILURE OF THE SECURED PARTY TO
EXECUTE THIS AGREEMENT SHALL NOT AFFECT OR IMPAIR THE VALIDITY OR EFFECTIVENESS
OF THIS AGREEMENT. A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS
AGREEMENT OR OF ANY FINANCING STATEMENT SIGNED BY THE DEBTOR SHALL HAVE THE SAME
FORCE AND EFFECT AS THE ORIGINAL FOR ALL PURPOSES OF A FINANCING STATEMENT. THIS
AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAW OF COLORADO WITHOUT REGARD TO
CONFLICTS OF LAW PROVISIONS. IF ANY PROVISION OR APPLICATION OF THIS AGREEMENT
IS HELD UNLAWFUL OR UNENFORCEABLE IN ANY RESPECT, SUCH ILLEGALITY OR