THE FORM OF
EXHIBIT B, HEREOF REQUESTED BY THE AGENT AT ANY TIME TO EVIDENCE, PERFECT,
MAINTAIN, RECORD AND ENFORCE THE AGENT'S INTEREST IN THE COLLATERAL
4
THAT CONSISTS OF PATENTS OR OTHERWISE IN FURTHERANCE OF THE PROVISIONS OF THIS
AGREEMENT, AND BORROWER HEREBY AUTHORIZES THE AGENT TO EXECUTE AND FILE ONE OR
MORE FINANCING STATEMENTS (AND SIMILAR DOCUMENTS) OR COPIES THEREOF OR OF THIS
AGREEMENT WITH RESPECT TO THE COLLATERAL SIGNED ONLY BY THE AGENT.
BORROWER
WILL TAKE ALL NECESSARY STEPS IN ANY PROCEEDING BEFORE THE UNITED STATES PATENT
AND TRADEMARK OFFICE OR ANY SIMILAR OFFICE OR AGENCY OF THE UNITED STATES OR ANY
STATE THEREOF TO MAINTAIN EACH APPLICATION AND REGISTRATION OF THE PATENTS,
INCLUDING, WITHOUT LIMITATION, FILING OF RENEWALS, AFFIDAVITS OF USE, AFFIDAVITS
OF INCONTESTABILITY AND OPPOSITION, INTERFERENCE AND CANCELLATION PROCEEDINGS.
D.
AGENT'S RIGHT TO TAKE ACTION.
IF, AFTER TEN DAYS WRITTEN NOTICE
FROM AGENT, BORROWER FAILS TO PERFORM OR OBSERVE ANY OF ITS COVENANTS OR
AGREEMENTS SET FORTH IN THIS SECTION 5 OR IF BORROWER NOTIFIES AGENT THAT IT
INTENDS TO ABANDON ALL OR ANY PART OF THE COLLATERAL, AGENT MAY (BUT NEED NOT)
PERFORM OR OBSERVE SUCH COVENANT OR AGREEMENT OR TAKE STEPS TO PREVENT SUCH
INTENDED ABANDONMENT ON BEHALF AND IN THE NAME, PLACE, AND STEAD OF BORROWER
(OR, IN THE CASE OF INTENDED ABANDONMENT, IN AGENT'S OWN NAME) AND MAY (BUT NEED
NOT) TAKE ANY AND ALL OTHER ACTIONS THAT AGENT MAY REASONABLY DEEM NECESSARY TO
CURE OR CORRECT SUCH FAILURE OR PREVENT SUCH INTENDED ABANDONMENT.
E.
COSTS AND EXPENSES.
EXCEPT TO THE EXTENT THAT THE EFFECT OF SUCH
PAYMENT WOULD BE TO RENDER ANY LOAN OR FORBEARANCE OF MONEY USURIOUS OR
OTHERWISE ILLEGAL UNDER ANY APPLICABLE LAW, BORROWER SHALL PAY THE AGENT ON
DEMAND THE AMOUNT OF ALL MONEYS EXPENDED AND ALL COSTS AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) INCURRED BY THE AGENT OR THE
SECURED PARTIES IN CONNECTION WITH OR AS A RESULT OF THE AGENT'S TAKING ACTION
UNDER SUBSECTION 5(D), EXCEPT FOR INTENDED ABANDONMENT OF THE COLLATERAL BY
BORROWER, OR EXERCISING ITS RIGHTS UNDER SECTION 7, TOGETHER WITH INTEREST
THEREON FROM THE DATE EXPENDED OR INCURRED BY AGENT OR THE SECURED PARTIES.
F.
USE AND DISPOSITION OF COLLATERAL.
BORROWER SHALL NOT MAKE OR
PERMIT TO BE MADE ANY ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THE COLLATERAL
OTHER THAN PERMITTED LIENS OR AS PERMITTED BY SECTION 5(A) ABOVE, OR GRANT ANY
SECURITY INTEREST IN THE COLLATERAL EXCEPT FOR THE SECURITY INTEREST AND
PERMITTED LIENS.
BORROWER SHALL NOT MAKE OR PERMIT TO BE MADE ANY TRANSFER OF
ANY COLLATERAL, EXCEPT IN THE ORDINARY COURSE OF BUSINESS OR AS PERMITTED BY
SECTION 5(A) ABOVE, AND BORROWER SHALL REMAIN AT ALL TIMES IN POSSESSION OF THE
COLLATERAL OWNED BY IT OTHER THAN TRANSFERS TO THE AGENT PURSUANT TO THE
PROVISIONS HEREOF AND AS OTHERWISE PROVIDED IN THIS AGREEMENT.
THE AGENT SHALL
HAVE THE RIGHT, AS THE TRUE AND LAWFUL AGENT OF THE BORROWER, WITH POWER OF
SUBSTITUTION FOR THE BORROWER AND IN