THERETO,
INCLUDING THE LEVY OF ANY LEGAL PROCESS AGAINST ANY OF THE INTELLECTUAL PROPERTY
COLLATERAL.
4.
BANK'S RIGHTS.
BANK SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO TAKE, AT GRANTOR'S SOLE EXPENSE, ANY ACTIONS THAT GRANTOR IS
REQUIRED UNDER THIS IP AGREEMENT TO TAKE BUT WHICH GRANTOR FAILS TO TAKE, AFTER
FIFTEEN (15) DAYS' NOTICE TO GRANTOR.
GRANTOR SHALL REIMBURSE AND INDEMNIFY
BANK FOR ALL REASONABLE COSTS AND REASONABLE EXPENSES, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE ATTORNEY'S FEES AND EXPENSES, INCURRED IN THE
REASONABLE EXERCISE OF ITS RIGHTS UNDER THIS SECTION 4.
5.
INSPECTION RIGHTS.
GRANTOR HEREBY GRANTS TO BANK AND ITS
EMPLOYEES, REPRESENTATIVES AND AGENTS THE RIGHT TO VISIT, DURING REASONABLE
HOURS UPON PRIOR REASONABLE WRITTEN NOTICE TO GRANTOR, ANY OF GRANTOR'S PLANTS
AND FACILITIES THAT MANUFACTURE, INSTALL OR STORE PRODUCTS (OR THAT HAVE DONE SO
DURING THE PRIOR SIX-MONTH PERIOD) THAT ARE SOLD UTILIZING ANY OF THE
INTELLECTUAL PROPERTY COLLATERAL, AND TO INSPECT THE PRODUCTS AND QUALITY
CONTROL RECORDS RELATING THERETO UPON REASONABLE WRITTEN NOTICE TO GRANTOR AND
AS OFTEN AS MAY BE REASONABLY REQUESTED, BUT NOT MORE THAN TWICE ON AN ANNUAL
BASIS, OR MORE FREQUENTLY, AS BANK SHALL DETERMINE IN ITS SOLE DISCRETION IF AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING; PROVIDED, HOWEVER, NOTHING
HEREIN SHALL ENTITLE BANK ACCESS TO GRANTOR'S TRADE SECRETS AND OTHER
PROPRIETARY INFORMATION.
3
6.
FURTHER ASSURANCES; ATTORNEY IN FACT.
(A)
ON A CONTINUING BASIS, GRANTOR WILL, UPON REQUEST BY BANK, SUBJECT
TO ANY PRIOR LICENSES, ENCUMBRANCES AND RESTRICTIONS AND PROSPECTIVE LICENSES,
MAKE, EXECUTE, ACKNOWLEDGE AND DELIVER, AND FILE AND RECORD IN THE PROPER FILING
AND RECORDING PLACES IN THE UNITED STATES, ALL SUCH INSTRUMENTS, INCLUDING
APPROPRIATE FINANCING AND CONTINUATION STATEMENTS AND COLLATERAL AGREEMENTS AND
FILINGS WITH THE UNITED STATES PATENT AND TRADEMARKS OFFICE AND THE REGISTER OF
COPYRIGHTS, AND TAKE ALL SUCH ACTION AS MAY REASONABLY BE DEEMED NECESSARY OR
ADVISABLE, OR AS REQUESTED BY BANK, TO PERFECT BANK'S SECURITY INTEREST IN ALL
COPYRIGHTS, PATENTS, TRADEMARKS, AND MASK WORKS AND OTHERWISE TO CARRY OUT THE
INTENT AND PURPOSES OF THIS IP AGREEMENT, OR FOR ASSURING AND CONFIRMING TO BANK
THE GRANT OR PERFECTION OF A SECURITY INTEREST IN ALL INTELLECTUAL PROPERTY
COLLATERAL.
(B)
IN ADDITION TO SECTION 6(A) ABOVE, GRANTOR SHALL NOT REGISTER ANY
COPYRIGHTS OR MASK WORKS IN THE UNITED STATES COPYRIGHT OFFICE UNLESS IT:
(I) HAS GIVEN AT LEAST FIFTEEN (15) DAYS' PRIOR-WRITTEN NOTICE TO BANK OF ITS
INTENT TO REGISTER SUCH COPYRIGHTS OR MASK WORKS AND HAS PROVIDED BANK WITH A
COPY OF THE APPLICATION IT INTENDS TO FILE WITH THE UNITED STATES COPYRIGHT
OFFICE (EXCLUDING EXHIBITS THERETO); (II) EXECUTES A SECURITY AGREEMENT OR SUCH
OTHER DOCUMENTS AS BANK MAY REASONABLY REQUEST IN ORDER TO MAINTAIN THE
PERFECTION AND PRIORITY OF BANK'S SECURITY INTEREST IN THE COPYRIGHTS PROPOSED
TO BE REGISTERED WITH THE UNITED STATES COPYRIGHT OFFICE; AND (III) RECORDS SUCH
SECURITY DOCUMENTS WITH THE UNITED STATES COPYRIGHT OFFICE CONTEMPORANEOUSLY
WITH FILING THE COPYRIGHT APPLICATION(S) WITH THE UNITED STATES COPYRIGHT
OFFICE.
GRANTOR SHALL PROMPTLY PROVIDE