AUTHORITY IN THE PLACE AND STEAD OF GRANTOR AND IN
THE NAME OF GRANTOR, LENDER OR OTHERWISE, FROM TIME TO TIME IN LENDER'S
DISCRETION, UPON GRANTOR'S FAILURE OR INABILITY TO DO SO, TO TAKE ANY ACTION AND
TO EXECUTE ANY INSTRUMENT WHICH LENDER MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES OF THIS IP AGREEMENT, INCLUDING:
(I)
TO MODIFY, IN ITS SOLE DISCRETION, 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, RELATIVE TO ANY OF THE
INTELLECTUAL PROPERTY COLLATERAL WITHOUT THE SIGNATURE OF GRANTOR WHERE
PERMITTED BY LAW.
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 LENDER; OR
(B)
GRANTOR BREACHES ANY WARRANTY OR AGREEMENT MADE BY GRANTOR IN THIS
IP AGREEMENT.
8.
­REMEDIES.
UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
DEFAULT, LENDER SHALL HAVE THE RIGHT TO EXERCISE ALL THE REMEDIES OF A SECURED
PARTY UNDER THE MASSACHUSETTS UNIFORM COMMERCIAL CODE, INCLUDING WITHOUT
LIMITATION THE RIGHT TO REQUIRE GRANTOR TO ASSEMBLE THE INTELLECTUAL PROPERTY
COLLATERAL AND ANY TANGIBLE PROPERTY IN WHICH LENDER HAS A SECURITY INTEREST AND
TO MAKE IT AVAILABLE TO LENDER AT A PLACE DESIGNATED BY LENDER.
LENDER SHALL
HAVE A NONEXCLUSIVE, ROYALTY FREE LICENSE TO USE THE COPYRIGHTS, PATENTS,
TRADEMARKS, AND MASK WORKS TO THE EXTENT REASONABLY NECESSARY TO PERMIT LENDER
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
LENDER IN CONNECTION WITH THE EXERCISE OF ANY OF LENDER'S RIGHTS HEREUNDER,
INCLUDING WITHOUT LIMITATION ANY EXPENSE INCURRED IN DISPOSING OF THE
INTELLECTUAL PROPERTY COLLATERAL.
ALL OF LENDER'S RIGHTS AND REMEDIES WITH
RESPECT TO THE INTELLECTUAL PROPERTY COLLATERAL SHALL BE CUMULATIVE.
9.
­INDEMNITY.
GRANTOR AGREES TO DEFEND, INDEMNIFY AND HOLD
HARMLESS LENDER AND ITS OFFICERS, EMPLOYEES, AND AGENTS AGAINST:
(A) ALL
OBLIGATIONS, DEMANDS, CLAIMS, AND LIABILITIES CLAIMED OR ASSERTED BY ANY OTHER
PARTY IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS IP AGREEMENT, AND
(B) ALL LOSSES OR EXPENSES IN ANY WAY SUFFERED, INCURRED, OR PAID BY LENDER AS A
RESULT OF OR IN ANY WAY ARISING OUT OF, FOLLOWING OR CONSEQUENTIAL TO
TRANSACTIONS BETWEEN LENDER AND GRANTOR, WHETHER UNDER THIS IP AGREEMENT OR
OTHERWISE (INCLUDING WITHOUT
4
LIMITATION, REASONABLE ATTORNEYS FEES AND REASONABLE EXPENSES), EXCEPT FOR
LOSSES ARISING FROM OR OUT OF