THE EXTENT THAT THE COLLATERAL AGENT HAS FILED ANY SUCH
FINANCING OR CONTINUATION STATEMENTS, OR AMENDMENTS THERETO, PRIOR TO THE DATE
HEREOF.
A PHOTOCOPY OR OTHER REPRODUCTION OF THIS AGREEMENT OR ANY FINANCING
STATEMENT COVERING THE COLLATERAL OR ANY PART THEREOF SHALL BE SUFFICIENT AS A
FINANCING STATEMENT WHERE PERMITTED BY LAW.
(B)
EACH GRANTOR HEREBY IRREVOCABLY APPOINTS THE COLLATERAL AGENT AS
ITS ATTORNEY-IN-FACT AND PROXY, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF
SUCH GRANTOR AND IN THE NAME OF SUCH GRANTOR OR OTHERWISE, FROM TIME TO TIME IN
THE COLLATERAL AGENT'S DISCRETION, SO LONG AS AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND IS CONTINUING, TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT
WHICH THE COLLATERAL AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE
PURPOSES OF THIS AGREEMENT (SUBJECT TO THE RIGHTS OF SUCH GRANTOR UNDER
SECTION 5 HEREOF), INCLUDING, WITHOUT LIMITATION, (I) TO OBTAIN AND ADJUST
INSURANCE REQUIRED TO BE PAID TO THE COLLATERAL AGENT PURSUANT TO
SECTION 5(E) HEREOF, (II) TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER, COMPOUND,
RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER
OR
IN RESPECT OF ANY COLLATERAL, (III) TO RECEIVE, ENDORSE, AND COLLECT ANY DRAFTS
OR OTHER INSTRUMENTS, DOCUMENTS AND CHATTEL PAPER IN CONNECTION WITH CLAUSE
(I) OR (II) ABOVE, (IV) TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY
PROCEEDINGS WHICH THE COLLATERAL AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE
COLLECTION OF ANY COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF THE
COLLATERAL AGENT AND THE BUYERS WITH RESPECT TO ANY COLLATERAL, AND (V) TO
EXECUTE ASSIGNMENTS, LICENSES AND OTHER DOCUMENTS TO ENFORCE THE RIGHTS OF THE
COLLATERAL AGENT AND THE BUYERS WITH RESPECT TO ANY COLLATERAL.
THIS POWER IS
COUPLED WITH AN INTEREST AND IS IRREVOCABLE UNTIL ALL OF THE OBLIGATIONS ARE
INDEFEASIBLY PAID IN FULL IN CASH.
(C)
FOR THE PURPOSE OF ENABLING THE COLLATERAL AGENT TO EXERCISE
RIGHTS AND REMEDIES HEREUNDER, AT SUCH TIME AS THE COLLATERAL AGENT SHALL BE
LAWFULLY ENTITLED TO EXERCISE SUCH RIGHTS AND REMEDIES, AND FOR NO OTHER
PURPOSE, EACH GRANTOR HEREBY GRANTS TO THE COLLATERAL AGENT, TO THE EXTENT
ASSIGNABLE, AN IRREVOCABLE, NON-EXCLUSIVE LICENSE (EXERCISABLE WITHOUT PAYMENT
OF ROYALTY OR OTHER COMPENSATION TO SUCH GRANTOR) TO USE, ASSIGN, LICENSE OR
SUBLICENSE ANY INTELLECTUAL PROPERTY NOW OWNED OR HEREAFTER ACQUIRED BY SUCH
GRANTOR, 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.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, BUT SUBJECT TO THE
PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT THAT LIMIT THE RIGHT OF SUCH
GRANTOR TO DISPOSE OF ITS PROPERTY AND SECTION 5(H) HEREOF, SO LONG AS NO EVENT
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, SUCH GRANTOR MAY EXPLOIT, USE,
ENJOY, PROTECT, LICENSE, SUBLICENSE, ASSIGN, SELL, DISPOSE OF OR TAKE OTHER
ACTIONS WITH RESPECT TO THE INTELLECTUAL