TO BANK A COPY OF THE COPYRIGHT
APPLICATION(S) FILED WITH THE UNITED STATES COPYRIGHT OFFICE, TOGETHER WITH
EVIDENCE OF THE RECORDING OF THE SECURITY DOCUMENTS NECESSARY FOR BANK TO
MAINTAIN THE PERFECTION AND PRIORITY OF ITS SECURITY INTEREST IN SUCH COPYRIGHTS
OR MASK WORKS.
GRANTOR SHALL PROVIDE WRITTEN NOTICE TO BANK OF ANY APPLICATION
FILED BY GRANTOR IN THE UNITED STATES PATENT TRADEMARK OFFICE FOR A PATENT OR TO
REGISTER A TRADEMARK OR SERVICE MARK WITHIN 30 DAYS OF ANY SUCH FILING.
(C)
GRANTOR HEREBY IRREVOCABLY APPOINTS BANK AS GRANTOR'S
ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF GRANTOR AND IN
THE NAME OF GRANTOR, BANK OR OTHERWISE, EXERCISABLE AFTER AN EVENT OF DEFAULT
FROM TIME TO TIME IN BANK'S DISCRETION, UPON GRANTOR'S FAILURE OR INABILITY TO
DO SO, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH BANK MAY DEEM
NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS IP AGREEMENT,
INCLUDING:
(I)
AFTER AN EVENT OF DEFAULT, TO MODIFY, BASED ON ITS GOOD FAITH
JUDGMENT, THIS IP AGREEMENT WITHOUT FIRST OBTAINING GRANTOR'S APPROVAL OF OR
SIGNATURE TO SUCH MODIFICATION BY AMENDING EXHIBIT A, EXHIBIT B, EXHIBIT C, AND
EXHIBIT D HEREOF, AS APPROPRIATE, TO INCLUDE REFERENCE TO ANY RIGHT, TITLE OR
INTEREST IN ANY COPYRIGHTS, PATENTS, TRADEMARKS OR MASK WORKS ACQUIRED BY
GRANTOR AFTER THE EXECUTION HEREOF OR TO DELETE ANY REFERENCE TO ANY RIGHT,
TITLE OR INTEREST IN ANY COPYRIGHTS, PATENTS, TRADEMARKS, OR MASK WORKS IN WHICH
GRANTOR NO LONGER HAS OR CLAIMS ANY RIGHT, TITLE OR INTEREST; AND
(II)
TO FILE, IN ITS SOLE DISCRETION, ONE OR MORE FINANCING OR
CONTINUATION STATEMENTS AND AMENDMENTS THERETO, OR OTHER NOTICE FILINGS OR
NOTATIONS IN APPROPRIATE FILING OFFICES, RELATIVE TO ANY OF THE INTELLECTUAL
PROPERTY COLLATERAL, WITHOUT
NOTICE TO GRANTOR, WITH ALL APPROPRIATE
JURISDICTIONS, AS BANK DEEMS APPROPRIATE, IN ORDER TO FURTHER PERFECT OR PROTECT
BANK'S INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL.
7.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING SHALL
CONSTITUTE AN EVENT OF DEFAULT UNDER THIS IP AGREEMENT:
(A)
AN EVENT OF DEFAULT OCCURS UNDER THE LOAN AGREEMENT; OR ANY
DOCUMENT FROM GRANTOR TO BANK; OR
(B)
GRANTOR BREACHES ANY WARRANTY OR AGREEMENT MADE BY GRANTOR IN THIS
IP AGREEMENT.
4
8.
REMEDIES.
UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
DEFAULT, BANK SHALL HAVE THE RIGHT TO EXERCISE ALL THE REMEDIES OF A SECURED
PARTY UNDER THE NEW YORK UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT LIMITATION
THE RIGHT TO REQUIRE GRANTOR TO ASSEMBLE THE INTELLECTUAL PROPERTY COLLATERAL
AND ANY TANGIBLE PROPERTY IN WHICH BANK HAS A SECURITY INTEREST AND TO MAKE IT
AVAILABLE TO BANK AT A PLACE DESIGNATED BY BANK.
BANK SHALL HAVE A
NONEXCLUSIVE, ROYALTY FREE LICENSE TO USE THE COPYRIGHTS, PATENTS, TRADEMARKS,
AND MASK WORKS TO THE EXTENT REASONABLY NECESSARY TO PERMIT BANK TO EXERCISE ITS
RIGHTS AND REMEDIES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT.
GRANTOR WILL
PAY ANY EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED BY BANK IN
CONNECTION WITH THE EXERCISE OF ANY