OR A SCHEDULE HERETO, RESPECTIVELY, AND TO A SUBSECTION OR A
CLAUSE IS, UNLESS OTHERWISE STATED, A REFERENCE TO A SUBSECTION OR A CLAUSE OF
THE SECTION OR SUBSECTION IN WHICH THE REFERENCE APPEARS.
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(II)
THE WORDS "HEREOF," "HEREIN," "HERETO," "HEREUNDER" AND THE LIKE
MEAN AND REFER TO THIS AGREEMENT AS A WHOLE AND NOT MERELY TO THE SPECIFIC
SECTION, SUBSECTION, PARAGRAPH OR CLAUSE IN WHICH THE RESPECTIVE WORD APPEARS.
(III)
THE MEANING OF DEFINED TERMS SHALL BE EQUALLY APPLICABLE TO BOTH
THE SINGULAR AND PLURAL FORMS OF THE TERMS DEFINED.
(IV)
THE WORDS "INCLUDING," "INCLUDES" AND "INCLUDE" SHALL BE DEEMED TO
BE FOLLOWED BY THE WORDS "WITHOUT LIMITATION."
(V)
REFERENCES TO AGREEMENTS AND OTHER CONTRACTUAL INSTRUMENTS SHALL
BE DEEMED TO INCLUDE ALL SUBSEQUENT AMENDMENTS AND OTHER MODIFICATIONS THERETO.
(VI)
REFERENCES TO STATUTES OR REGULATIONS ARE TO BE CONSTRUED AS
INCLUDING ALL STATUTORY AND REGULATORY PROVISIONS CONSOLIDATING, AMENDING OR
REPLACING THE STATUTE OR REGULATION REFERRED TO.
(VII)
ANY CAPTIONS AND HEADINGS ARE FOR CONVENIENCE OF REFERENCE ONLY
AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
(VIII)
IN THE EVENT OF A DIRECT CONFLICT BETWEEN THE TERMS AND PROVISIONS
OF THIS AGREEMENT AND THE FINANCING AGREEMENT, IT IS THE INTENTION OF THE
PARTIES HERETO THAT BOTH SUCH DOCUMENTS SHALL BE READ TOGETHER AND CONSTRUED, TO
THE FULLEST EXTENT POSSIBLE, TO BE IN CONCERT WITH EACH OTHER.
IN THE EVENT OF
ANY ACTUAL, IRRECONCILABLE CONFLICT THAT CANNOT BE RESOLVED AS AFORESAID, THE
TERMS AND PROVISIONS OF THE FINANCING AGREEMENT SHALL CONTROL AND GOVERN;
PROVIDED, HOWEVER, THAT THE INCLUSION HEREIN OF ADDITIONAL OBLIGATIONS ON THE
PART OF DEBTOR AND SUPPLEMENTAL RIGHTS AND REMEDIES IN FAVOR OF THE COLLATERAL
AGENT FOR THE BENEFIT OF THE LENDER GROUP (WHETHER UNDER NEW YORK LAW OR
APPLICABLE FEDERAL LAW), IN EACH CASE IN RESPECT OF THE PATENT COLLATERAL, SHALL
NOT BE DEEMED A CONFLICT WITH THE FINANCING AGREEMENT.
2.
SECURITY INTEREST.
(A)
ASSIGNMENT AND GRANT OF SECURITY IN RESPECT OF THE SECURED
OBLIGATIONS.
AS SECURITY FOR THE PROMPT PAYMENT AND PERFORMANCE OF THE SECURED
OBLIGATIONS, DEBTOR HEREBY GRANTS, ASSIGNS, TRANSFERS, AND CONVEYS TO THE
COLLATERAL AGENT, FOR THE BENEFIT OF THE LENDER GROUP, CONTINUING SECURITY
INTERESTS IN ALL OF DEBTOR'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE
FOLLOWING PROPERTY, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR ARISING
(COLLECTIVELY, THE "PATENT COLLATERAL"):
(I)
ALL LETTERS PATENT OF THE U.S. OR ANY OTHER COUNTRY, ALL
REGISTRATIONS AND RECORDINGS THEREOF, AND ALL APPLICATIONS FOR LETTERS PATENT OF
THE U.S.
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OR ANY OTHER COUNTRY, OWNED, HELD, OR USED BY DEBTOR IN WHOLE OR IN PART,
INCLUDING ALL EXISTING U.S. PATENTS AND PATENT APPLICATIONS OF DEBTOR WHICH ARE
DESCRIBED IN SCHEDULE A AND SCHEDULE B HERETO, AS THE SAME MAY BE AMENDED OR
SUPPLEMENTED PURSUANT HERETO FROM TIME TO TIME, AND TOGETHER WITH AND INCLUDING
ALL PATENT LICENSES HELD BY DEBTOR, INCLUDING SUCH PATENT LICENSES WHICH ARE
DESCRIBED IN SCHEDULE A AND SCHEDULE B HERETO, TOGETHER WITH ALL REISSUES,
DIVISIONS, CONTINUATIONS, RENEWALS, EXTENSIONS AND CONTINUATIONS-IN-PART