OF
THIS AGREEMENT OR THEREAFTER;
(E)
COMPLY WITH EACH OF THE TERMS AND PROVISIONS OF THIS AGREEMENT AND
THE FINANCING AGREEMENT, AND NOT ENTER INTO ANY AGREEMENT (FOR EXAMPLE, A
LICENSE AGREEMENT) WHICH IS INCONSISTENT WITH THE OBLIGATIONS OF DEBTOR UNDER
THIS AGREEMENT AND THE FINANCING AGREEMENT WITHOUT COLLATERAL AGENT'S PRIOR
WRITTEN CONSENT; AND
(F)
NOT PERMIT THE INCLUSION IN ANY CONTRACT TO WHICH DEBTOR BECOMES
A PARTY OF ANY PROVISION THAT WOULD IMPAIR OR PREVENT THE CREATION OF A SECURITY
INTEREST IN FAVOR OF COLLATERAL AGENT, FOR THE BENEFIT OF THE LENDER GROUP, IN
DEBTOR'S RIGHTS AND INTEREST IN ANY PROPERTY INCLUDED WITHIN THE DEFINITION OF
PATENT COLLATERAL ACQUIRED UNDER SUCH CONTRACTS.
6.
FUTURE RIGHTS.
IF AND WHEN DEBTOR SHALL OBTAIN RIGHTS TO ANY NEW
PATENTABLE INVENTIONS (WITH RESPECT TO WHICH DEBTOR, IN ITS REASONABLE BUSINESS
JUDGMENT, ENDEAVORS TO REGISTER WITH THE PTO), OR BECOME ENTITLED TO THE BENEFIT
OF ANY PATENT, OR ANY REISSUE, DIVISION, CONTINUATION, RENEWAL, EXTENSION OR
CONTINUATION-IN-PART OF ANY PATENT OR PATENT COLLATERAL OR ANY IMPROVEMENT
THEREOF (WHETHER PURSUANT TO ANY LICENSE OR OTHERWISE), THE PROVISIONS OF THIS
AGREEMENT SHALL AUTOMATICALLY APPLY THERETO AND DEBTOR SHALL GIVE TO COLLATERAL
AGENT NOTICE THEREOF IN ACCORDANCE WITH SECTION 12.01 OF THE FINANCING
AGREEMENT.
DEBTOR SHALL DO ALL THINGS DEEMED NECESSARY OR ADVISABLE BY
COLLATERAL AGENT, IN ITS DISCRETION, TO ENSURE THE VALIDITY, PERFECTION,
PRIORITY AND ENFORCEABILITY OF THE SECURITY INTERESTS OF COLLATERAL AGENT IN
SUCH FUTURE ACQUIRED PATENT COLLATERAL.
DEBTOR HEREBY AUTHORIZES COLLATERAL
AGENT TO MODIFY, AMEND OR SUPPLEMENT THE SCHEDULES HERETO AND TO RE-EXECUTE THIS
AGREEMENT FROM TIME TO TIME ON DEBTOR'S BEHALF AND AS ITS ATTORNEY-IN-FACT TO
INCLUDE ANY FUTURE PATENTS WHICH ARE OR BECOME PATENT COLLATERAL AND TO CAUSE
SUCH RE-EXECUTED AGREEMENT OR SUCH MODIFIED, AMENDED OR SUPPLEMENTED SCHEDULES
TO BE FILED WITH THE PTO.
7.
REMEDIES.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, THE LENDER GROUP AND COLLATERAL AGENT ON BEHALF THEREOF SHALL
HAVE ALL RIGHTS AND REMEDIES AVAILABLE TO IT UNDER THE FINANCING AGREEMENT AND
APPLICABLE LAW (WHICH RIGHTS AND REMEDIES ARE CUMULATIVE) WITH RESPECT TO THE
SECURITY INTERESTS IN ANY OF THE PATENT
9
COLLATERAL OR ANY OTHER COLLATERAL.
DEBTOR AGREES THAT SUCH RIGHTS AND REMEDIES
INCLUDE THE RIGHT OF COLLATERAL AGENT AS A COLLATERAL AGENT TO SELL OR OTHERWISE
DISPOSE OF ITS COLLATERAL AFTER DEFAULT, PURSUANT TO UCC SECTION 9-610.
DEBTOR
AGREES THAT COLLATERAL AGENT SHALL AT ALL TIMES HAVE SUCH ROYALTY FREE LICENSES,
TO THE EXTENT PERMITTED BY LAW, FOR ANY PATENT COLLATERAL THAT IS REASONABLY
NECESSARY TO PERMIT THE EXERCISE OF ANY OF COLLATERAL AGENT'S RIGHTS OR REMEDIES
UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT WITH
RESPECT TO (AMONG OTHER THINGS) ANY TANGIBLE ASSET OF DEBTOR IN WHICH COLLATERAL
AGENT HAS A SECURITY INTEREST, INCLUDING COLLATERAL AGENT'S RIGHTS TO SELL
INVENTORY, TOOLING OR PACKAGING WHICH IS ACQUIRED BY DEBTOR (OR ITS SUCCESSOR,
ASSIGNEE OR TRUSTEE IN BANKRUPTCY).
IN ADDITION TO AND WITHOUT LIMITING ANY OF
THE FOREGOING,