A
FORM ACCEPTABLE TO THE SECURED
4
PARTY, WHICH INTELLECTUAL PROPERTY SECURITY AGREEMENT, OTHER THAN AS STATED
THEREIN, SHALL BE SUBJECT TO ALL OF THE TERMS AND CONDITIONS HEREOF.
(M)
THE COMPANY SHALL PERMIT THE SECURED PARTY AND ITS REPRESENTATIVES
AND AGENTS TO INSPECT THE COLLATERAL AT ANY TIME, AND TO MAKE COPIES OF RECORDS
PERTAINING TO THE COLLATERAL AS MAY BE REQUESTED BY THE SECURED PARTY FROM TIME
TO TIME.
(N)
THE COMPANY WILL TAKE ALL STEPS REASONABLY NECESSARY TO DILIGENTLY
PURSUE AND SEEK TO PRESERVE, ENFORCE AND COLLECT ANY RIGHTS, CLAIMS, CAUSES OF
ACTION AND ACCOUNTS RECEIVABLE IN RESPECT OF THE COLLATERAL.
(O)
THE COMPANY SHALL PROMPTLY NOTIFY THE SECURED PARTY IN SUFFICIENT
DETAIL UPON BECOMING AWARE OF ANY ATTACHMENT, GARNISHMENT, EXECUTION OR OTHER
LEGAL PROCESS LEVIED AGAINST ANY COLLATERAL AND OF ANY OTHER INFORMATION
RECEIVED BY THE COMPANY THAT MAY MATERIALLY AFFECT THE VALUE OF THE COLLATERAL,
THE SECURITY INTEREST OR THE RIGHTS AND REMEDIES OF THE SECURED PARTY HEREUNDER.
(P)
ALL INFORMATION HERETOFORE, HEREIN OR HEREAFTER SUPPLIED TO THE
SECURED PARTY BY OR ON BEHALF OF THE COMPANY WITH RESPECT TO THE COLLATERAL IS
ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AS OF THE DATE FURNISHED.
4.
DEFAULTS.
THE FOLLOWING EVENTS SHALL BE "EVENTS OF DEFAULT":
(A)
THE OCCURRENCE OF AN EVENT OF DEFAULT (AS DEFINED IN THE NOTES)
UNDER THE NOTES;
(B)
ANY REPRESENTATION OR WARRANTY OF THE COMPANY IN THIS AGREEMENT
SHALL PROVE TO HAVE BEEN INCORRECT IN ANY MATERIAL RESPECT WHEN MADE;
(C)
THE FAILURE BY THE COMPANY TO OBSERVE OR PERFORM ANY OF ITS
OBLIGATIONS HEREUNDER FOR TEN (10) DAYS AFTER RECEIPT BY THE COMPANY OF NOTICE
OF SUCH FAILURE FROM THE SECURED PARTY; AND
5.
RIGHTS AND REMEDIES UPON DEFAULT.
UPON OCCURRENCE OF ANY EVENT
OF DEFAULT AND AT ANY TIME THEREAFTER, THE SECURED PARTY SHALL HAVE THE RIGHT TO
EXERCISE ALL OF THE REMEDIES CONFERRED HEREUNDER AND UNDER THE NOTES, AND THE
SECURED PARTY SHALL HAVE ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UCC AND/OR ANY OTHER APPLICABLE LAW (INCLUDING THE UNIFORM COMMERCIAL CODE
OF ANY JURISDICTION IN WHICH ANY COLLATERAL IS THEN LOCATED).
WITHOUT
LIMITATION, THE SECURED PARTY SHALL HAVE THE FOLLOWING RIGHTS AND POWERS:
(A)
SUBJECT TO ANY SENIOR SECURITY INTERESTS AS DESCRIBED HEREIN, THE
SECURED PARTY SHALL HAVE THE RIGHT TO TAKE POSSESSION OF THE COLLATERAL AND, FOR
THAT PURPOSE, ENTER, WITH THE AID AND ASSISTANCE OF ANY PERSON, ANY PREMISES
WHERE THE COLLATERAL, OR ANY PART THEREOF, IS OR MAY BE PLACED AND REMOVE THE
SAME, AND THE COMPANY SHALL ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO THE
SECURED PARTY AT PLACES WHICH THE SECURED PARTY SHALL REASONABLY SELECT, WHETHER
AT THE COMPANY'S PREMISES OR ELSEWHERE, AND MAKE AVAILABLE TO THE SECURED PARTY,
WITHOUT RENT, ALL OF THE COMPANY'S RESPECTIVE PREMISES AND FACILITIES FOR THE
PURPOSE OF THE SECURED PARTY TAKING POSSESSION OF, REMOVING OR PUTTING THE
COLLATERAL IN SALEABLE OR DISPOSABLE FORM.
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(B)
SUBJECT TO ANY SENIOR