AND DULY EXECUTE AND
DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTION AS
THE SECURED PARTIES MAY REQUEST FOR THE PURPOSE OF OBTAINING OR PRESERVING THE
FULL BENEFITS OF THIS PATENT AND TRADEMARK SECURITY AGREEMENT AND OF THE RIGHTS
AND POWERS HEREIN GRANTED, INCLUDING, WITHOUT LIMITATION, THE FILING OF ANY
FINANCING OR CONTINUATION STATEMENTS UNDER THE CODE IN EFFECT IN ANY SUCH
JURISDICTION WITH RESPECT TO THE LIENS CREATED HEREBY.
THE GRANTOR ALSO HEREBY
AUTHORIZES THE SECURED PARTIES TO FILE ANY SUCH FINANCING OR CONTINUATION
STATEMENT WITHOUT THE SIGNATURE OF THE GRANTOR TO THE EXTENT PERMITTED BY
APPLICABLE LAW. A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS PATENT AND
TRADEMARK SECURITY AGREEMENT SHALL BE SUFFICIENT AS A FINANCING STATEMENT FOR
FILING IN ANY JURISDICTION.
(B)
INDEMNIFICATION.
THE GRANTOR AGREES TO PAY,
AND TO SAVE THE SECURED PARTIES AND EACH SECURED PARTY HARMLESS FROM, ANY AND
ALL LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, LEGAL FEES
AND EXPENSES) (I) WITH RESPECT TO, OR RESULTING FROM, ANY DELAY IN PAYING, ANY
AND ALL EXCISE, SALES OR OTHER TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL, (II) WITH RESPECT TO, OR
RESULTING FROM, ANY DELAY BY THE GRANTOR IN COMPLYING WITH ANY LAW OR REGULATION
APPLICABLE TO ANY OF THE COLLATERAL OR (III) IN CONNECTION WITH ANY ACTION TAKEN
BY THE SECURED PARTIES IN EXERCISING ITS RIGHTS UNDER THIS PATENT AND TRADEMARK
SECURITY AGREEMENT.
(C)
MAINTENANCE OF RECORDS.
THE GRANTOR WILL
KEEP AND MAINTAIN AT ITS OWN COST AND EXPENSE SATISFACTORY AND COMPLETE RECORDS
OF THE COLLATERAL.
THE GRANTOR HEREBY GRANTS TO THE SECURED PARTIES ACCESS TO
ALL OF THE GRANTOR'S BOOKS AND RECORDS PERTAINING TO THE COLLATERAL, AND THE
GRANTOR SHALL TURN OVER ANY SUCH BOOKS AND RECORDS FOR INSPECTION AT THE OFFICE
OF THE GRANTOR TO THE SECURED PARTIES OR TO THEIR REPRESENTATIVES DURING NORMAL
BUSINESS HOURS AT THE REQUEST OF THE SECURED PARTIES.
(D)
LIMITATION ON LIENS ON COLLATERAL.
EXCEPT
AS PROVIDED IN PARAGRAPH (F) BELOW, THE GRANTOR WILL NOT CREATE, INCUR OR PERMIT
TO EXIST, WILL DEFEND AT ITS OWN EXPENSE THE COLLATERAL AGAINST, AND WILL TAKE
SUCH OTHER ACTION AS IS NECESSARY TO REMOVE, ANY LIEN OR CLAIM ON OR TO THE
COLLATERAL, AND WILL DEFEND THE RIGHT, TITLE AND INTEREST OF THE SECURED PARTIES
IN AND TO ANY OF THE COLLATERAL AGAINST THE CLAIMS AND DEMANDS OF ALL PERSONS
WHOMSOEVER.
(E)
LIMITATIONS ON DISPOSITIONS OF COLLATERAL.
THE GRANTOR WILL NOT SELL, TRANSFER, OR ASSIGN ANY OF THE COLLATERAL, OR
ATTEMPT, OFFER OR CONTRACT TO DO SO WITHOUT EXPRESS, WRITTEN AGREEMENT BY THE
SECURED PARTIES, SUCH CONSENT NOT TO BE UNREASONABLY WITHELD.
6
(F)
LIMITATIONS ON LICENSING OF THE
COLLATERAL.
GRANTOR MAY EXECUTE NON-EXCLUSIVE, REVOCABLE LICENSES TO PRODUCT
PATENTS AND PRODUCT TRADEMARKS, AND MAY DISCLOSE THE CONTENTS OF PRODUCT PATENT
APPLICATIONS UNDER FULLY EXECUTED CONFIDENTIALITY AGREEMENTS, ONLY UPON PRIOR
WRITTEN NOTICE TO SECURED PARTIES AND ONLY WHEN THE EXECUTION OF SUCH LICENSE IS
REASONABLY UNLIKELY