if consistent with good business judgment, to initiate
opposition, interference and cancellation proceedings against third parties.
(g)
In the event that Grantor has reason to believe that any Other
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, Grantor promptly shall notify the
Canadian Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Other Collateral.
(h)
Upon and during the continuance of an Event of Default, Grantor
shall use its best efforts to obtain all requisite consents or approvals by the
licensor of each Copyright License, Patent License or Trademark License to
effect the assignment of all Grantor's right, title and interest thereunder to
the Canadian Collateral Agent or its designee.
ARTICLE IV
REMEDIES
SECTION 4.01. REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, GRANTOR AGREES TO DELIVER EACH ITEM OF
COLLATERAL TO THE CANADIAN COLLATERAL AGENT ON DEMAND, AND IT IS AGREED THAT THE
CANADIAN COLLATERAL AGENT SHALL HAVE THE RIGHT TO TAKE ANY OF OR ALL THE
FOLLOWING ACTIONS AT THE SAME OR DIFFERENT TIMES: (A) WITH RESPECT TO ANY OTHER
COLLATERAL CONSISTING OF INTELLECTUAL
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PROPERTY, ON DEMAND, TO CAUSE THE SECURITY INTEREST TO BECOME AN ASSIGNMENT,
TRANSFER AND CONVEYANCE OF ANY OF OR ALL SUCH OTHER COLLATERAL BY GRANTOR TO THE
CANADIAN COLLATERAL AGENT, OR TO LICENSE OR SUBLICENSE, WHETHER GENERAL, SPECIAL
OR OTHERWISE, AND WHETHER ON AN EXCLUSIVE OR NONEXCLUSIVE BASIS, ANY SUCH OTHER
COLLATERAL THROUGHOUT THE WORLD ON SUCH TERMS AND CONDITIONS AND IN SUCH MANNER
AS THE CANADIAN COLLATERAL AGENT SHALL DETERMINE (OTHER THAN IN VIOLATION OF ANY
THEN-EXISTING LICENSING ARRANGEMENTS TO THE EXTENT THAT WAIVERS CANNOT BE
OBTAINED), AND (B) WITH OR WITHOUT LEGAL PROCESS AND WITH OR WITHOUT PRIOR
NOTICE OR DEMAND FOR PERFORMANCE, TO TAKE POSSESSION OF THE OTHER COLLATERAL AND
WITHOUT LIABILITY FOR TRESPASS TO ENTER ANY PREMISES WHERE THE OTHER COLLATERAL
MAY BE LOCATED FOR THE PURPOSE OF TAKING POSSESSION OF OR REMOVING THE OTHER
COLLATERAL AND, GENERALLY, TO EXERCISE ANY AND ALL RIGHTS AFFORDED TO A SECURED
PARTY UNDER THE PPSA OR OTHER APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF
THE FOREGOING, GRANTOR AGREES THAT THE CANADIAN COLLATERAL AGENT SHALL HAVE THE
RIGHT, SUBJECT TO THE MANDATORY REQUIREMENTS OF APPLICABLE LAW, TO SELL OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF THE COLLATERAL AT A PUBLIC OR PRIVATE
SALE OR AT ANY BROKER'S BOARD OR ON ANY SECURITIES EXCHANGE, FOR CASH, UPON
CREDIT OR FOR FUTURE DELIVERY AS THE CANADIAN COLLATERAL AGENT SHALL DEEM
APPROPRIATE. THE CANADIAN COLLATERAL AGENT SHALL BE AUTHORIZED AT ANY SUCH SALE
OF SECURITIES (IF IT DEEMS IT ADVISABLE TO DO SO) TO RESTRICT THE PROSPECTIVE
BIDDERS OR