AN EXCLUSIVE OR NONEXCLUSIVE BASIS, ANY INTELLECTUAL
PROPERTY OWNED OR LICENSED BY THE OBLIGOR FOR SUCH TERM AND ON SUCH CONDITIONS
AND IN SUCH MANNER AS THE COLLATERAL AGENT SHALL IN ITS SOLE JUDGMENT DETERMINE
(TAKING INTO ACCOUNT SUCH PROVISIONS AS MAY BE NECESSARY TO PROTECT AND PRESERVE
SUCH INTELLECTUAL PROPERTY);
(H)
INSTRUCTION TO ALL BANKS WHICH HAVE ENTERED INTO A CONTROL
AGREEMENT WITH THE COLLATERAL AGENT TO TRANSFER ALL MONEYS, SECURITIES AND
INSTRUMENTS HELD BY SUCH DEPOSITARY BANK TO AN ACCOUNT MAINTAINED WITH OR BY THE
COLLATERAL AGENT;
(I)
APPLICATION OF ANY MONEYS CONSTITUTING COLLATERAL OR PROCEEDS
THEREOF IN ACCORDANCE WITH SECTION 7.4 OF THE AMENDED AND RESTATED SECURITY
AGREEMENT DATED AS OF MARCH 26, 2002, AMENDED AND RESTATED AS OF THE
22
AUGUST 18, 2003 DATE AND AMENDED AND RESTATED AS OF THE EFFECTIVE DATE (AS SUCH
AGREEMENT MAY BE AMENDED, RESTATED, MODIFIED AND/OR SUPPLEMENTED FROM TIME THE
"U.S. SECURITY AGREEMENT") AMONG HOLDINGS, THE BORROWER, THE OTHER ASSIGNORS
PARTY THERETO AND BOFA, AS COLLATERAL AGENT FOR THE SECURED CREDITORS REFERRED
TO THEREIN.
SECTION 7.4 OF THE U.S. SECURITY AGREEMENT IS HEREBY INCORPORATED
HEREIN BY REFERENCE AND ALL OF THE PROVISIONS OF SUCH SECTION SHALL APPLY
HERETO, MUTATIS MUTANDIS;
(J)
APPOINTMENT BY INSTRUMENT IN WRITING OF A RECEIVER (WHICH TERM AS
USED IN THIS SECURITY AGREEMENT INCLUDES A RECEIVER AND MANAGER) OR AGENT OF ALL
OR ANY PART OF THE COLLATERAL AND REMOVAL OR REPLACEMENT FROM TIME TO TIME OF
ANY RECEIVER OR AGENT;
(K)
INSTITUTION OF PROCEEDINGS IN ANY COURT OF COMPETENT JURISDICTION
FOR THE APPOINTMENT OF A RECEIVER OF ALL OR ANY PART OF THE COLLATERAL;
(L)
INSTITUTION OF PROCEEDINGS IN ANY COURT OF COMPETENT JURISDICTION
FOR SALE OR FORECLOSURE OF ALL OR ANY PART OF THE COLLATERAL;
(M)
FILING OF PROOFS OF CLAIM AND OTHER DOCUMENTS TO ESTABLISH CLAIMS
TO THE COLLATERAL IN ANY PROCEEDING RELATING TO THE OBLIGOR; AND
(N)
ANY OTHER REMEDY OR PROCEEDING AUTHORIZED OR PERMITTED UNDER THE
PPSA OR OTHERWISE BY LAW OR EQUITY.
Such remedies may be exercised from time to time separately or in combination
and are in addition to, and not in substitution for, any other rights of the
Collateral Agent and the Secured Creditors however created.
The Collateral
Agent shall not be bound to exercise any right or remedy, and the exercise of
rights and remedies shall be without prejudice to the rights of the Collateral
Agent and the Secured Creditors in respect of the Obligations including the
right to claim for any deficiency.
By accepting the benefits of this security
agreement and each other Collateral Document, the Secured Creditors expressly
acknowledge and agree that this security agreement and each other Collateral
Document may be enforced only by the action of the Collateral Agent acting upon
the instructions of the Required Lenders (or, if no Credit Document Obligations
remain outstanding, the holders of at least a majority of the outstanding
Interest Rate Obligations) and that no other Secured Creditor shall have any
right individually to seek to