Common use of Intangible Collateral Clause in Contracts

Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"): (a) Debtor's records concerning all Intangible Collateral since June 30, 1996 have been kept at the address set forth below Debtor's signature hereto. (b) Each item of Intangible Collateral is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor or any other party. (c) Debtor will at all times keep accurate and complete records of payment and performance by Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) Debtor will keep the Secured Party immediately informed of any material default in payment or performance by Debtor or any account debtor or other parties obligated on, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. Debtor will make all payments and perform all undertakings on Debtor's part to be paid or performed with respect to Intangible Collateral when due. Debtor hereby authorizes the Secured Party to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) The Secured Party may, in the name of the Secured Party, at any time after the occurrence of an Event of Default hereunder notify the account debtor or other obligor on any item of Intangible Collateral of the Secured Party's security interest. The Secured Party may, in its own name or the name of the Debtor, at any time after the occurrence and during the continuation of an Event of Default hereunder, demand, xxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party may determine, and for the purpose of realizing the Secured Party's rights herein, the Secured Party may receive, open and dispose of mail addressed to Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of Debtor. At any time after the occurrence and during the continuance of an Event of Default hereunder, the Secured Party may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts due in respect of the Obligations. Debtor agrees to reimburse the Secured Party on demand with interest at the applicable Default Rate for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (f) Subject to licensing rights existing on the date hereof and licenses to which Secured Party gives its consent, for the purpose of enabling Secured Party to exercise rights and remedies hereunder, only at such time as Secured Party, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, Debtor hereby grants to Secured Party an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than Secured Party with respect to any of, and Debtor shall not otherwise grant any person other than Secured Party control of, any Investment Property, Deposit or letter of credit right. (h) If the Collateral at any time includes securities or other Investment Property, Debtor authorizes Secured Party to transfer the same or any part thereof into its own name or that of its nominee(s) so that Secured Party or its nominee(s) may appear of record as the sole owner thereof; provided that, until Debtor is in default hereunder, Secured Party shall deliver promptly to Debtor all notices or other communications received by Secured Party or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan Documents, with respect to such Investment Property. Debtor waives all rights to receive after it is in default hereunder any notices or communications received by Secured Party or its nominee(s) as such registered owner and agrees that no such proxy issued by Secured Party to Debtor or its order shall thereafter be effective.

Intangible Collateral. With respect to the AccountsInstruments, Deposits Commercial Tort Claims and Investment Property Documents (collectively, the "“Intangible Collateral"”): (a) The Debtor's ’s records concerning all Intangible Collateral since June 30, 1996 have been are kept at the address set forth below the Debtor's signature on the signature page hereto. The Debtor will not remove any of such records from such address without the prior written consent of the Secured Party. Without in any way excusing a breach of the foregoing sentence by the Debtor, if for any reason any of such records concerning the Intangible Collateral shall at any time be moved to another location or locations, the Debtor will promptly notify the Secured Party of any such change in the location of such records and will execute and deliver such financing statements and do such other acts and things as the Secured Party may request pursuant to Section 11 hereof. (b) Each item of Intangible Collateral is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor the Debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against the Debtor and in connection with which there is no default with respect to any payment or performance on the part of the Debtor or any other party. (c) The Debtor will at all times keep accurate and complete records of payment and performance by the Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) Debtor will keep the Secured Party immediately informed of any material default in payment or performance by Debtor or any account debtor or other parties obligated on, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. Debtor will make all payments and perform all undertakings on Debtor's part to be paid or performed with respect to Intangible Collateral when due. Debtor hereby authorizes the Secured Party to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) The Secured Party may, in the name of the Secured Party, at any time after upon the occurrence of an Event event of Default hereunder default under the Notes notify the account Account debtor or other obligor on any item of Intangible Collateral of the Secured Party's ’s security interest. The Secured Party may, in its own name or the name of the Debtor, at any time after upon the occurrence and during the continuation of an Event event of Default hereunderdefault under the Notes, demand, xxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party may determine, and for the purpose of realizing the Secured Party's ’s rights herein, the Secured Party may receive, open and dispose of mail addressed to the Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of the Debtor. At any time after Upon the occurrence and during the continuance of an Event event of Default hereunder, default under the Notes the Secured Party may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts due in respect of the Obligations. The Debtor agrees to reimburse the Secured Party on demand with interest at the applicable Default Rate rate of interest provided for in the Notes any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (f) Subject to licensing rights existing on the date hereof and licenses to which Secured Party gives its consent, for the purpose of enabling Secured Party to exercise rights and remedies hereunder, only at such time as Secured Party, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, Debtor hereby grants to Secured Party an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than Secured Party with respect to any of, and Debtor shall not otherwise grant any person other than Secured Party control of, any Investment Property, Deposit or letter of credit right. (h) If the Collateral at any time includes securities or other Investment Property, Debtor authorizes Secured Party to transfer the same or any part thereof into its own name or that of its nominee(s) so that Secured Party or its nominee(s) may appear of record as the sole owner thereof; provided that, until Debtor is in default hereunder, Secured Party shall deliver promptly to Debtor all notices or other communications received by Secured Party or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan Documents, with respect to such Investment Property. Debtor waives all rights to receive after it is in default hereunder any notices or communications received by Secured Party or its nominee(s) as such registered owner and agrees that no such proxy issued by Secured Party to Debtor or its order shall thereafter be effective.

Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"): (a) The Debtor's records concerning all Intangible Collateral since June 30November 15, 1996 2008 have been kept at the address set forth below the Debtor's signature hereto. (b) Each item of Intangible Collateral is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against the Debtor and in connection with which there is no default with respect to any payment or performance on the part of the Debtor or any other party. (c) The Debtor will at all times keep accurate and complete records of payment and performance by the Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) The Debtor will keep the Secured Party immediately informed of any material default in payment or performance by the Debtor or any account debtor or other parties obligated on, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. The Debtor will make all payments and perform all undertakings on the Debtor's part to be paid or performed with respect to Intangible Collateral when due. The Debtor hereby authorizes the Secured Party to cure any default in payment or performance by the Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. The Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate Rates for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) The Secured Party may, in the name of the Secured Party, at any time after the occurrence of an Event of Default hereunder notify the account debtor or other obligor on any item of Intangible Collateral of the Secured Party's security interest. The Secured Party may, in its own name or the name of the Debtor, at any time after the occurrence and during the continuation of an Event of Default hereunder, demand, xxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party may determine, and for the purpose of realizing the Secured Party's rights herein, the Secured Party may receive, open and dispose of mail addressed to the Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of the Debtor. At any time after the occurrence and during the continuance of an Event of Default hereunder, the Secured Party may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts due in respect of the Obligations. The Debtor agrees to reimburse the Secured Party on demand with interest at the applicable Default Rate Rates for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (f) Subject to licensing rights existing on the date hereof and licenses to which the Secured Party gives its consent, for the purpose of enabling the Secured Party to exercise rights and remedies hereunder, only at such time as the Secured Party, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, the Debtor hereby grants to the Secured Party an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to the Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by the Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) The Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than the Secured Party with respect to any of, and the Debtor shall not otherwise grant any person other than the Secured Party control of, any Investment Property, Deposit or letter of credit right. (h) If the Collateral at any time includes securities or other Investment Property, the Debtor authorizes the Secured Party to transfer the same or any part thereof into its own name or that of its nominee(s) so that the Secured Party or its nominee(s) may appear of record as the sole owner thereof; provided that, until the Debtor is in default hereunder, the Secured Party shall deliver promptly to the Debtor all notices or other communications received by the Secured Party or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to the Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan Documents, with respect to such Investment Property. The Debtor waives all rights to receive after it is in default hereunder any notices or communications received by the Secured Party or its nominee(s) as such registered owner and agrees that no such proxy issued by the Secured Party to the Debtor or its order shall thereafter be effective.

Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"): : (a) Debtor's records concerning all Intangible Collateral since June 30, 1996 have been are and will be kept at the address set forth below indicated in the first sentence of Section 4.5 hereof as Debtor's signature hereto. chief place of business and chief executive office. Debtor will not remove any of such records from such address without the prior written consent of Secured Party. Without in any way excusing a breach of the foregoing sentence by Debtor, if for any reason any of such records concerning the Intangible Collateral shall at any time be moved to another location or locations, Debtor will promptly notify Secured Party of any such change in the location of such records and will execute and deliver such financing statements and other appropriate documents and do such other acts and things as Secured Party may reasonably request pursuant to Section 7 hereof. (b) Each To the best of Debtor's knowledge, each item of Intangible Collateral the Receivables is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor or any other party. (c) Debtor will at all times keep accurate and complete records of payment and performance by Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) Debtor will keep After the Secured Party immediately informed occurrence and during the continuance of any material default in payment or performance by Debtor or any account debtor or other parties obligated onEvent of Default, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. Debtor will make all payments and perform all undertakings on Debtor's part to be paid or performed with respect to Intangible Collateral when due. Debtor hereby authorizes the Secured Party Party, upon prior notice to Debtor, to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, provided further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate highest rate applicable to any Loan for any payment made or any expense reasonably incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense reasonably incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunderObligations. (e) The Notwithstanding the security interest in the Intangible Collateral granted hereunder, Debtor shall have the right to collect such Intangible Collateral and, so long as an Event of Default has not occurred and is continuing, use the proceeds therefrom in the ordinary course of its business. Upon request of Secured Party after the occurrence and during the continuation of an Event of Default, Debtor shall, and Secured Party may, in the name of the Secured PartyParty or Debtor, at any time after the occurrence of an Event of Default hereunder notify the account debtor or other obligor on any item of Intangible Collateral of the Secured Party's security interest. The Secured Party may, in its own name or the name of the Debtor, at any time after the occurrence and during the continuation of an Event of Default hereunder, upon prior notice to Debtor, demand, xxx sxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx sxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party may determine, and for the purpose of realizing the Secured Party's rights herein, the Secured Party may receive, open and dispose of mail addressed to Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of Debtor. At Secured Party may at any time in its discretion, after the occurrence and during the continuance of an any Event of Default hereunder, the Secured Party may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts principal or interest due in respect of on the Obligations. Debtor agrees to reimburse the Secured Party on demand with interest at the highest rate applicable Default Rate to any Loan for any payment made or any expense reasonably incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense reasonably incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunderObligations. (f) Subject to licensing rights existing on the date hereof and licenses to which Secured Party gives its consent, for the purpose of enabling Secured Party to exercise rights and remedies hereunder, only at such time as Secured Party, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, Debtor hereby grants to Secured Party an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than Secured Party with respect to any of, and Debtor shall not otherwise grant any person other than Secured Party control of, any Investment Property, Deposit or letter of credit right. (h) If the Collateral at any time includes securities or other Investment Property, Debtor authorizes Secured Party to transfer the same or any part thereof into its own name or that of its nominee(s) so that Secured Party or its nominee(s) may appear of record as the sole owner thereof; provided that, until Debtor is in default hereunder, Secured Party shall deliver promptly to Debtor all notices or other communications received by Secured Party or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan Documents, with respect to such Investment Property. Debtor waives all rights to receive after it is in default hereunder any notices or communications received by Secured Party or its nominee(s) as such registered owner and agrees that no such proxy issued by Secured Party to Debtor or its order shall thereafter be effective.

Intangible Collateral. With respect to the AccountsInstruments, Deposits Commercial Tort Claims and Investment Property Documents (collectively, the "“Intangible Collateral"”): (a) The Debtor's ’s records concerning all Intangible Collateral since June 30, 1996 have been are kept at the address set forth below the Debtor's ’s signature on the signature page hereto. The Debtor will not remove any of such records from such address without the prior written consent of the Secured Party. Without in any way excusing a breach of the foregoing sentence by the Debtor, if for any reason any of such records concerning the Intangible Collateral shall at any time be moved to another location or locations, the Debtor will promptly notify the Secured Party of any such change in the location of such records and will execute and deliver such financing statements and do such other acts and things as the Secured Party may request pursuant to Section 11 hereof. (b) Each item of Intangible Collateral is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor the Debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against the Debtor and in connection with which there is no default with respect to any payment or performance on the part of the Debtor or any other party. (c) The Debtor will at all times keep accurate and complete records of payment and performance by the Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) Debtor will keep the Secured Party immediately informed of any material default in payment or performance by Debtor or any account debtor or other parties obligated on, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. Debtor will make all payments and perform all undertakings on Debtor's part to be paid or performed with respect to Intangible Collateral when due. Debtor hereby authorizes the Secured Party to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) The Secured Party may, in the name of the Secured Party, at any time after upon the occurrence of an Event event of Default hereunder default under the Notes notify the account Account debtor or other obligor on any item of Intangible Collateral of the Secured Party's ’s security interest. The Secured Party may, in its own name or the name of the Debtor, at any time after upon the occurrence and during the continuation of an Event event of Default hereunderdefault under the Notes, demand, xxx sxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx sxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party may determine, and for the purpose of realizing the Secured Party's ’s rights herein, the Secured Party may receive, open and dispose of mail addressed to the Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of the Debtor. At any time after Upon the occurrence and during the continuance of an Event event of Default hereunder, default under the Notes the Secured Party may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts due in respect of the Obligations. The Debtor agrees to reimburse the Secured Party on demand with interest at the applicable Default Rate rate of interest provided for in the Notes any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (f) Subject to licensing rights existing on the date hereof and licenses to which Secured Party gives its consent, for the purpose of enabling Secured Party to exercise rights and remedies hereunder, only at such time as Secured Party, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, Debtor hereby grants to Secured Party an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than Secured Party with respect to any of, and Debtor shall not otherwise grant any person other than Secured Party control of, any Investment Property, Deposit or letter of credit right. (h) If the Collateral at any time includes securities or other Investment Property, Debtor authorizes Secured Party to transfer the same or any part thereof into its own name or that of its nominee(s) so that Secured Party or its nominee(s) may appear of record as the sole owner thereof; provided that, until Debtor is in default hereunder, Secured Party shall deliver promptly to Debtor all notices or other communications received by Secured Party or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan Documents, with respect to such Investment Property. Debtor waives all rights to receive after it is in default hereunder any notices or communications received by Secured Party or its nominee(s) as such registered owner and agrees that no such proxy issued by Secured Party to Debtor or its order shall thereafter be effective.

Intangible Collateral. With respect to the Accounts, Deposits Deposits, Intellectual Property and Investment Property (collectively, the "“Intangible Collateral"):”), as applicable: (a) The Debtor's ’s records concerning all Intangible Collateral since June 30November 15, 1996 2008 have been kept at the address set forth below the Debtor's signature hereto. (b) Each item of Intangible Collateral is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against the Debtor and in connection with which there is no default with respect to any payment or performance on the part of the Debtor or any other party. (c) The Debtor will at all times keep accurate and complete records of payment and performance by the Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) The Debtor will keep the Secured Party LC Providers immediately informed of any material default in payment or performance by the Debtor or any account debtor or other parties obligated on, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured PartyLC Providers. The Debtor will make all payments and perform all undertakings on the Debtor's ’s part to be paid or performed with respect to Intangible Collateral when due. The Debtor hereby authorizes the Secured Party LC Providers to cure any default in payment or performance by the Debtor with respect to Intangible Collateral; provided, however, that the Secured Party LC Providers shall be under no obligation to do so and, provided, further, that the curing by the Secured Party LC Providers of any default shall not constitute a waiver by the Secured Party LC Providers of any default hereunder. The Debtor agrees to reimburse the Secured Party LC Providers on demand with interest at the Default Rate Rates for any payment made or any expense incurred by the Secured Party LC Providers pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party LC Providers pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (e) The Secured Party LC Providers may, in its own name or the name of the Secured PartyDebtor, at any time after the occurrence of an Event of Default hereunder notify the account debtor or other obligor on any item of Intangible Collateral of the Secured Party's LC Providers’ security interest. The Secured Party LC Providers may, in its own name or the name of the Debtor, at any time after the occurrence and during the continuation of an Event of Default hereunder, demand, xxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party LC Providers may determine, and for the purpose of realizing the Secured Party's LC Providers’s rights herein, the Secured Party LC Providers may receive, open and dispose of mail addressed to the Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of the Debtor. At any time after the occurrence and during the continuance of an Event of Default hereunder, the Secured Party LC Providers may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts due in respect of the Obligations. The Debtor agrees to reimburse the Secured Party LC Providers on demand with interest at the applicable Default Rate Rates for any payment made or any expense incurred by the Secured Party LC Providers pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party LC Providers pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (f) Subject to licensing rights existing on the date hereof and licenses to which Secured Party the LC Providers gives its consent, for the purpose of enabling Secured Party the LC Providers to exercise rights and remedies hereunder, only at such time as Secured Partythe LC Providers, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, the Debtor hereby grants to Secured Party the LC Providers an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to the Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by the Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) Debtor covenants and agrees with the LC Providers that, at any time after the occurrence of an Event of Default and to the maximum extent permitted by law: (i) Debtor hereby irrevocably constitutes and appoints the LC Providers and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Debtor and in the name of Debtor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, Debtor hereby gives the LC Providers the power and right (but not obligation), on behalf of Debtor, without notice to or assent by Debtor, to do any or all of the following: (A) in the name of Debtor or its own name, or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of monies due under any Account or with respect to any other Collateral and file any claim or take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the LC Providers for the purpose of collecting any and all such moneys due under any Account or with respect to any other Collateral whenever payable; (B) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the LC Providers may request to evidence the and perfect LC Providers’ security interest in such Intellectual Property and the goodwill and general intangibles of Debtor relating thereto or represented thereby; (C) pay or discharge taxes and liens levied or placed on or threatened against the Collateral, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; (D) execute, in connection with any sale provided for in Section 15, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; and (1) direct any party liable for any payment under any of the Collateral to make payment of any and all monies due or to become due thereunder directly to the LC Providers; (2) ask or demand for, collect, and receive payment of and receipt for, any and all monies, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, notices and other documents in connection with any of the Collateral; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any portion thereof and to enforce any other right in respect of any Collateral; (5) defend any suit, action or proceeding brought against Debtor with respect to any Collateral; (6) settle, compromise or adjust any such suit, action or proceeding and, in connection therewith, give such discharges or releases as the LC Providers may deem appropriate; (7) assign any Intellectual Property (along with the goodwill of the business to which any such Intellectual Property pertains), throughout the world for such term or terms, on such conditions, and in such manner, as the LC Providers shall in their sole discretion determine; and (8) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the LC Providers were the absolute owner thereof for all purposes, and do, at the LC Providers’ option and Debtor’s expense, at any time, or from time to time, all acts and things which the LC Providers deem necessary to protect, preserve or realize upon the Collateral and the LC Providers’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as Debtor might do. Anything in this Section 7(g) to the contrary notwithstanding, the LC Providers agrees that it will not exercise any rights under the power of attorney provided for in this Section 7(g) unless an Event of Default shall have occurred. (ii) If Debtor fails to perform or comply with any of its agreements contained herein, the LC Providers, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. (iii) The expenses of the LC Providers incurred in connection with actions undertaken as provided in this Section 7, together with interest thereon at a rate of 10% per annum, from the date of payment by the LC Providers to the date reimbursed by the Debtor, shall be payable by Debtor to the LC Providers on demand. (iv) Debtor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. (h) The Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than Secured Party the LC Providers and RBC with respect to any of, and the Debtor shall not otherwise grant any person other than Secured Party the LC Providers and RBC control of, any Investment Property, Deposit or letter of credit right. (hi) If the Collateral at any time includes securities or other Investment Property, the Debtor authorizes Secured Party the LC Providers to transfer the same or any part thereof into its own name or that of its nominee(s) so that Secured Party the LC Providers or its nominee(s) may appear of record as the sole owner thereof; provided that, until the Debtor is in default hereunder, Secured Party the LC Providers shall deliver promptly to the Debtor all notices or other communications received by Secured Party the LC Providers or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to the Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan LC Documents, with respect to such Investment Property. The Debtor waives all rights to receive after it is in default hereunder any notices or communications received by Secured Party the LC Providers or its nominee(s) as such registered owner and agrees that no such proxy issued by Secured Party the LC Providers to the Debtor or its order shall thereafter be effective. (j) The Debtor agrees to: (i) prosecute in accordance with its reasonable business judgment any patent application or trademark application included in the Intellectual Property which Debtor in its reasonable business judgment believes should be prosecuted, (ii) upon an Event of Default, make application on unpatented but patentable inventions owned by the Debtor and on unregistered trademarks and copyrightable materials, as the case may be, as the LC Providers reasonably deem appropriate, (iii) file and prosecute opposition and cancellation proceedings in its reasonable business judgment and (iv) take all action necessary in its reasonable business judgment to preserve and maintain all rights in the Intellectual Property that are or shall be necessary in the operation of the Debtor’s business, including, making timely filings for renewals and extensions of any Intellectual Property and diligently monitoring unauthorized use thereof. Any expenses incurred in connection with the foregoing shall be borne by the Debtor. The Debtor shall give proper statutory notice in connection with its use of the Intellectual Property to the extent necessary for the protection thereof. The Debtor shall notify the LC Providers of any suit it commences to enforce any Intellectual Property and shall provide the LC Providers with copies of any documents requested by the LC Providers relating to such suit. The LC Providers shall not have any duty with respect to the Intellectual Property other than to act lawfully and without gross negligence or wilful misconduct. Without limiting the generality of the foregoing and for the avoidance of doubt, the LC Providers shall not be under any obligation to take any steps necessary to preserve rights in the Intellectual Property against any other party, but the LC Providers may do so at their option upon the occurrence of an Event of Default, and all reasonable expenses incurred in connection therewith shall be for the account of the Debtor and shall be added to the Obligations.

Intangible Collateral. With respect to the Accounts, Deposits and Investment Property (collectively, the "Intangible Collateral"):: (a) Debtor's records concerning all Intangible Collateral since June 30, 1996 have been are and will be kept at the address set forth below indicated in the first sentence of Section 4.5 hereof as Debtor's signature heretochief place of business and chief executive office. Debtor will not remove any of such records from such address without the prior written consent of Secured Party. Without in any way excusing a breach of the foregoing sentence by Debtor, if for any reason any of such records concerning the Intangible Collateral shall at any time be moved to another location or locations, Debtor will promptly notify Secured Party of any such change in the location of such records and will execute and deliver such financing statements and other appropriate documents and do such other acts and things as Secured Party may reasonably request pursuant to Section 7 hereof. (b) Each To the best of Debtor's knowledge, each item of Intangible Collateral the Receivables is, or at such time as it becomes part of the Collateral will be, a bona fide, valid and legally enforceable obligation of the account debtor or other obligor in respect thereof, subject to no defense, setoff or counterclaim against Debtor and in connection with which there is no default with respect to any payment or performance on the part of Debtor or any other party. (c) Debtor will at all times keep accurate and complete records of payment and performance by Debtor, the respective account debtors and all other parties obligated on Intangible Collateral. (d) Debtor will keep After the Secured Party immediately informed occurrence and during the continuance of any material default in payment or performance by Debtor or any account debtor or other parties obligated onEvent of Default, or of material claims made by others in regard to, Intangible Collateral having, individually or in the aggregate, a value of US$100,000 or more and shall not change the terms thereof (or terminate or permit the impairment of any of its rights thereunder) in any material way without the prior written consent of the Secured Party. Debtor will make all payments and perform all undertakings on Debtor's part to be paid or performed with respect to Intangible Collateral when due. Debtor hereby authorizes the Secured Party Party, upon prior notice to Debtor, to cure any default in payment or performance by Debtor with respect to Intangible Collateral; provided, however, that the Secured Party shall be under no obligation to do so and, provided, provided further, that the curing by the Secured Party of any default shall not constitute a waiver by the Secured Party of any default hereunder. Debtor agrees to reimburse the Secured Party on demand with interest at the Default Rate highest rate applicable to any Loan for any payment made or any expense reasonably incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense reasonably incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunderObligations. (e) The Notwithstanding the security interest in the Intangible Collateral granted hereunder, Debtor shall have the right to collect such Intangible Collateral and, so long as an Event of Default has not occurred and is continuing, use the proceeds therefrom in the ordinary course of its business. Upon request of Secured Party after the occurrence and during the continuation of an Event of Default, Debtor shall, and Secured Party may, in the name of the Secured PartyParty or Debtor, at any time after the occurrence of an Event of Default hereunder notify the account debtor or other obligor on any item of Intangible Collateral of the Secured Party's security interest. The Secured Party may, in its own name or the name of the Debtor, at any time after the occurrence and during the continuation of an Event of Default hereunder, demand, xxx for, collect or receive any money or property payable, or receive any money or property payable or receivable on any Intangible Collateral and settle, release, compromise, adjust, xxx upon, foreclose, realize upon or otherwise enforce any item of Intangible Collateral as the Secured Party may determine, and for the purpose of realizing the Secured Party's rights herein, the Secured Party may receive, open and dispose of mail addressed to Debtor and endorse notes, checks, drafts, money orders, documents of title or other forms of payment on behalf of and in the name of Debtor. At any time after the occurrence and during the continuance of an Event of Default hereunder, the Secured Party may at any time in its discretion transfer any notes, securities or other Intangible Collateral into its own name or that of its nominee and receive the income thereon and hold the same as Collateral for the Obligations or apply the same to the payment of amounts due in respect of the Obligations. Debtor agrees to reimburse the Secured Party on demand with interest at the applicable Default Rate for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, and any payment made or expense incurred by the Secured Party pursuant to the foregoing authorization shall be part of the Obligations secured hereunder. (f) Subject to licensing rights existing on the date hereof and licenses to which Secured Party gives its consent, for the purpose of enabling Secured Party to exercise rights and remedies hereunder, only at such time as Secured Party, without regard to this paragraph (f), shall be lawfully entitled to exercise such rights and remedies and for no other purpose, Debtor hereby grants to Secured Party an irrevocable, exclusive license, exercisable at the time of and in accordance with the exercise of such rights and remedies and without present or future payment of royalty or other compensation to Debtor, to use, assign, license or sublicense any of the trademarks now owned or hereafter acquired by Debtor and wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (g) Debtor will not enter into, or permit any securities intermediary, commodity intermediary, bank, letter of credit issuer or issuer of uncertificated securities to enter into, any control agreement with any person other than Secured Party with respect to any of, and Debtor shall not otherwise grant any person other than Secured Party control of, any Investment Property, Deposit or letter of credit right. (h) If the Collateral at any time includes securities or other Investment Property, Debtor authorizes Secured Party to transfer the same or any part thereof into its own name or that of its nominee(s) so that Secured Party or its nominee(s) may appear of record as the sole owner thereof; provided that, until Debtor is in default hereunder, Secured Party shall deliver promptly to Debtor all notices or other communications received by Secured Party or its nominee(s) as such registered owner and, upon demand and receipt of payment of any necessary expenses thereof, shall issue to Debtor or its order a proxy to vote and take all action, consistent with the terms hereof and of the other Loan Documents, with respect to such Investment Property. Debtor waives all rights to receive after it is in default hereunder any notices or communications received by Secured Party or its nominee(s) as such registered owner and agrees that no such proxy issued by Secured Party to Debtor or its order shall thereafter be effective.time