ACTUALLY RECEIVES AS A RESULT OF THE
EXERCISE OF SUCH POWERS AND NEITHER IT NOR ANY OF ITS OFFICERS, DIRECTORS,
EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO THE GRANTOR FOR ANY ACT OR FAILURE
TO ACT, EXCEPT FOR ITS OWN GROSS (NOT MERE) NEGLIGENCE OR WILLFUL MISCONDUCT.
11
(D)
THE GRANTOR ALSO AUTHORIZES THE SECURED
PARTIES TO EXECUTE, IN CONNECTION WITH THE SALE PROVIDED FOR IN PARAGRAPH 6 OF
THIS PATENT AND TRADEMARK SECURITY AGREEMENT, ANY ENDORSEMENTS, ASSIGNMENTS OR
OTHER INSTRUMENTS OF CONVEYANCE OR TRANSFER WITH RESPECT TO THE COLLATERAL.
7.
REMEDIES.
IF AN EVENT OF DEFAULT (I)
HAS OCCURRED AND HAS CONTINUED FOR A PERIOD OF 30 CONSECUTIVE DAYS WITHOUT CURE
BY THE GRANTOR WITH RESPECT TO ITEMS 1, 2, AND 3 SET FORTH IN THE DEFINITION OF
EVENT OF DEFAULT, OR (II) HAS OCCURRED AND IS CONTINUING WITH RESPECT ALL OTHER
ITEMS SET FORTH IN THE DEFINITION OF EVENT OF DEFAULT, THE SECURED PARTIES MAY
EXERCISE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES GRANTED TO IT IN THIS
SECURITY AGREEMENT AND IN ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING
OR RELATING TO THE OBLIGATIONS, ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE CODE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SECURED
PARTIES, WITHOUT DEMAND OF PERFORMANCE OR OTHER DEMAND, PRESENTMENT, PROTEST,
ADVERTISEMENT OR NOTICE OF ANY KIND (EXCEPT ANY NOTICE REQUIRED BY LAW REFERRED
TO BELOW OR EXPRESSLY PROVIDED FOR) TO OR UPON THE GRANTOR OR ANY OTHER PERSON
(ALL AND EACH OF WHICH DEMANDS, DEFENSES, ADVERTISEMENTS AND NOTICES ARE, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVED), MAY IN SUCH CIRCUMSTANCES
FORTHWITH COLLECT, RECEIVE, APPROPRIATE AND REALIZE UPON THE COLLATERAL, OR ANY
PART THEREOF, AND/OR MAY FORTHWITH SELL, LICENSE, ASSIGN, GIVE OPTION OR OPTIONS
TO PURCHASE, OR OTHERWISE DISPOSE OF AND DELIVER THE COLLATERAL OR ANY PART
THEREOF (OR CONTRACT TO DO ANY OF THE FOREGOING), AT PUBLIC OR PRIVATE SALE OR
SALES, AT ANY EXCHANGE, BROKER'S BOARD OR OFFICE OF THE SECURED PARTIES OR
ELSEWHERE UPON SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH
PRICES AS IT MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITHOUT
ASSUMPTION OF ANY CREDIT RISK.
THE SECURED PARTIES SHALL HAVE THE RIGHT UPON
ANY SUCH PUBLIC SALE OR SALES, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY
SUCH PRIVATE SALE OR SALES, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL
SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION IN THE GRANTOR, WHICH RIGHT
OR EQUITY IS HEREBY WAIVED, TO THE EXTENT PERMITTED BY APPLICABLE LAW, OR
RELEASED.
8.
SEVERABILITY.
ANY PROVISION OF THIS
PATENT AND TRADEMARK SECURITY AGREEMENT WHICH IS PROHIBITED OR UNENFORCEABLE IN
ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF
SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING
PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR UNENFORCEABILITY IN ANY
JURISDICTION SHALL NOT INVALIDATE OR RENDER UNENFORCEABLE SUCH PROVISION IN ANY
OTHER JURISDICTION.
9.
PARAGRAPH HEADINGS.