AND OTHER DOCUMENTS TO
ENFORCE THE RIGHTS OF THE SECURED PARTY 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 SECURED PARTY TO EXERCISE RIGHTS
AND REMEDIES HEREUNDER, AT SUCH TIME AS THE SECURED PARTY SHALL BE LAWFULLY
ENTITLED TO EXERCISE SUCH RIGHTS AND REMEDIES, AND FOR NO OTHER PURPOSE, EACH
GRANTOR HEREBY GRANTS TO THE SECURED PARTY, 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
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 SECURED PARTY 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 SECURED PARTY (SUBJECT TO SECTION 10(E) HEREOF)
SHALL RELEASE AND REASSIGN TO SUCH GRANTOR ALL OF THE SECURED PARTY'S RIGHT,
TITLE AND INTEREST IN AND TO THE INTELLECTUAL PROPERTY, AND THE LICENSES, ALL
WITHOUT RECOURSE, REPRESENTATION OR WARRANTY WHATSOEVER.
THE EXERCISE OF RIGHTS
AND REMEDIES HEREUNDER BY THE SECURED PARTY SHALL NOT TERMINATE THE RIGHTS OF
THE HOLDERS OF ANY LICENSES OR SUBLICENSES THERETOFORE GRANTED BY SUCH GRANTOR
IN ACCORDANCE WITH THE SECOND SENTENCE OF THIS CLAUSE (C).
EACH GRANTOR HEREBY
RELEASES THE SECURED PARTY FROM ANY CLAIMS, CAUSES OF ACTION AND DEMANDS AT ANY
TIME ARISING OUT OF OR WITH RESPECT TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN
BY THE SECURED PARTY UNDER THE POWERS OF ATTORNEY GRANTED HEREIN OTHER THAN
ACTIONS TAKEN OR OMITTED TO BE TAKEN THROUGH THE SECURED PARTY'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, AS DETERMINED BY A FINAL DETERMINATION OF A
COURT OF COMPETENT JURISDICTION.
(D)
IF A GRANTOR FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN, THE
SECURED PARTY MAY ITSELF PERFORM, OR