OR
UNREGISTERED COPYRIGHTS), A RIDER TO SECURITY AGREEMENT - PATENTS (IF ANY
COLLATERAL CONSISTS OF PATENTS OR PATENT APPLICATIONS), A RIDER TO SECURITY
AGREEMENT - TRADEMARKS (IF ANY COLLATERAL CONSISTS OF TRADEMARKS, TRADENAMES,
TRADESTYLES OR TRADEMARK APPLICATIONS).
IF ANY COLLATERAL CONSISTS OF LETTER OF
CREDIT RIGHTS, ELECTRONIC CHATTEL PAPER, DEPOSIT ACCOUNTS OR SUPPORTING
OBLIGATIONS NOT MAINTAINED WITH THE BANK OR ONE OF ITS AFFILIATES, OR ANY
SECURITIES ENTITLEMENT, SECURITIES ACCOUNT, COMMODITIES ACCOUNT, COMMODITIES
CONTRACT OR OTHER INVESTMENT PROPERTY, THEN AT THE BANK'S REQUEST EACH GRANTOR
WILL EXECUTE, AND WILL USE GOOD FAITH AND COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE DEPOSITORY INSTITUTION OR SECURITIES INTERMEDIARY UPON WHOSE BOOKS AND
RECORDS THE OWNERSHIP INTEREST OF SUCH GRANTOR IN SUCH COLLATERAL APPEARS, TO
EXECUTE SUCH PLEDGE AGREEMENTS, NOTIFICATION AND CONTROL AGREEMENTS OR OTHER
AGREEMENTS AS THE BANK DEEMS NECESSARY IN ORDER TO PERFECT, PRIORITIZE AND
PROTECT ITS SECURITY INTEREST IN SUCH COLLATERAL (EACH, A "COLLATERAL SECURITY
AGREEMENT," AND COLLECTIVELY,
4
"COLLATERAL SECURITY AGREEMENTS"), IN EACH CASE IN A FORM SATISFACTORY TO THE
BANK.
IF A GRANTOR IS UNABLE TO PROVIDE OR CAUSE TO BE PROVIDED A COLLATERAL
SECURITY AGREEMENT AS REQUIRED BY THE IMMEDIATELY PRECEDING SENTENCE, SUCH
GRANTOR SHALL TAKE OR CAUSE TO BE TAKEN SUCH ALTERNATIVE ACTIONS, INCLUDING
OPENING ADDITIONAL DEPOSIT ACCOUNTS OR SECURITIES ACCOUNTS WITH OTHER DEPOSITORY
INSTITUTIONS OR SECURITIES INTERMEDIARIES, AS MAY BE REQUIRED IN ORDER TO ENABLE
THE BANK TO HAVE A PERFECTED SECURITY INTEREST IN SUCH COLLATERAL.
9.
EVENTS OF DEFAULT.
THE GRANTORS SHALL, AT THE BANK'S OPTION, BE
IN DEFAULT UNDER THIS AGREEMENT UPON THE HAPPENING OF ANY OF THE FOLLOWING
EVENTS OR CONDITIONS (EACH, AN "EVENT OF DEFAULT"):
(A) ANY EVENT OF DEFAULT
(AS DEFINED IN ANY OF THE OBLIGATIONS); (B) DEMAND BY THE BANK UNDER ANY OF THE
OBLIGATIONS THAT HAVE A DEMAND FEATURE; (C) THE FAILURE BY A GRANTOR TO PERFORM
ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (D) MATERIAL FALSITY, INACCURACY OR
BREACH BY A GRANTOR OF ANY WRITTEN WARRANTY, REPRESENTATION OR STATEMENT MADE OR
FURNISHED TO THE BANK BY OR ON BEHALF OF SUCH GRANTOR; (E) AN UNINSURED MATERIAL
LOSS, THEFT, DAMAGE, OR DESTRUCTION TO ANY OF THE COLLATERAL, OR THE ENTRY OF
ANY JUDGMENT AGAINST A GRANTOR OR ANY LIEN AGAINST OR THE MAKING OF ANY LEVY,
SEIZURE OR ATTACHMENT OF OR ON THE COLLATERAL; (F) EXCEPT WITH RESPECT TO THE
PERMITTED LIENS OR AS OTHERWISE SET FORTH HEREIN, THE FAILURE OF THE BANK TO
HAVE A PERFECTED FIRST PRIORITY SECURITY INTEREST IN THE COLLATERAL; OR
(G) GRANTOR DIRECTLY OR INDIRECTLY ENGAGES IN ACTIVITY WHICH IS REASONABLY
LIKELY TO RESULT IN THE FORFEITURE OF ANY PROPERTY OF A GRANTOR TO ANY
GOVERNMENTAL ENTITY, FEDERAL, STATE OR LOCAL.
10.
REMEDIES.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
SUCH EVENT OF DEFAULT, THE BANK MAY DECLARE ALL OBLIGATIONS SECURED HEREBY
IMMEDIATELY DUE AND PAYABLE AND SHALL HAVE, IN ADDITION TO ANY REMEDIES PROVIDED
HEREIN OR BY ANY APPLICABLE LAW OR IN EQUITY, ALL THE REMEDIES OF A SECURED
PARTY UNDER