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 CONSTITUTING COLLATERAL 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; PROVIDED HOWEVER, THAT THE COLLATERAL AGENT
SHALL NOT USE, ASSIGN, LICENSE OR SUBLICENSE ANY SUCH INTELLECTUAL PROPERTY
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
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 PROPERTY IN THE ORDINARY COURSE OF ITS BUSINESS.
IN
FURTHERANCE OF THE FOREGOING, UNLESS AN EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING, THE COLLATERAL AGENT SHALL FROM TIME TO TIME, UPON THE REQUEST OF
A GRANTOR, EXECUTE AND DELIVER ANY INSTRUMENTS, CERTIFICATES OR OTHER DOCUMENTS,
IN THE FORM SO REQUESTED, WHICH SUCH GRANTOR SHALL HAVE CERTIFIED ARE
APPROPRIATE (IN SUCH GRANTOR'S JUDGMENT) TO ALLOW IT TO TAKE ANY ACTION
PERMITTED ABOVE (INCLUDING RELINQUISHMENT OF THE LICENSE PROVIDED PURSUANT TO
THIS CLAUSE (C) AS TO ANY INTELLECTUAL PROPERTY).
FURTHER, UPON THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL OF THE OBLIGATIONS, THE COLLATERAL
AGENT (SUBJECT TO SECTION 10(E) HEREOF) SHALL RELEASE AND REASSIGN TO SUCH
GRANTOR ALL OF