CONCURRENTLY WITH
THE SENDING THEREOF, AS THE CASE MAY BE.
(E)
EACH BORROWER AND GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE INTERMEDIARY IN RESPECT OF THE SPECIFIED INVESTMENT ACCOUNT TO
DELIVER TO LENDER, AT BORROWERS' EXPENSE, COPIES OF THE ACCOUNT STATEMENTS SENT
BY SUCH INTERMEDIARY TO ANY BORROWER OR GUARANTOR OR ON ITS BEHALF.
9.23
License Agreements.
(A)
EACH BORROWER AND GUARANTOR SHALL (I) PROMPTLY AND FAITHFULLY
OBSERVE AND PERFORM ALL OF THE MATERIAL TERMS, COVENANTS, CONDITIONS AND
PROVISIONS OF THE MATERIAL LICENSE AGREEMENTS TO WHICH IT IS A PARTY TO BE
OBSERVED AND PERFORMED BY IT, AT THE TIMES SET FORTH THEREIN, IF ANY, (II) NOT
DO, PERMIT, SUFFER OR REFRAIN FROM DOING ANYTHING THAT COULD REASONABLY BE
EXPECTED TO RESULT IN A DEFAULT UNDER OR BREACH OF ANY OF THE TERMS OF ANY
MATERIAL
97
LICENSE AGREEMENT, (III) NOT CANCEL, SURRENDER, MODIFY, AMEND, WAIVE OR RELEASE
ANY MATERIAL LICENSE AGREEMENT IN ANY MATERIAL RESPECT OR ANY TERM, PROVISION OR
RIGHT OF THE LICENSEE THEREUNDER IN ANY MATERIAL RESPECT, OR CONSENT TO OR
PERMIT TO OCCUR ANY OF THE FOREGOING; EXCEPT, THAT, SUBJECT TO
SECTION 9.23(B) BELOW, SUCH BORROWER OR GUARANTOR MAY CANCEL, SURRENDER OR
RELEASE ANY MATERIAL LICENSE AGREEMENT IN THE ORDINARY COURSE OF THE BUSINESS OF
SUCH BORROWER OR GUARANTOR; PROVIDED, THAT, SUCH BORROWER OR GUARANTOR (AS THE
CASE MAY BE) SHALL GIVE LENDER NOT LESS THAN THIRTY (30) DAYS PRIOR WRITTEN
NOTICE OF ITS INTENTION TO SO CANCEL, SURRENDER AND RELEASE ANY SUCH MATERIAL
LICENSE AGREEMENT, (IV) GIVE LENDER PROMPT WRITTEN NOTICE OF ANY MATERIAL
LICENSE AGREEMENT ENTERED INTO BY SUCH BORROWER OR GUARANTOR
AFTER THE DATE
HEREOF, TOGETHER WITH A TRUE, CORRECT AND COMPLETE COPY THEREOF AND SUCH OTHER
INFORMATION WITH RESPECT THERETO AS LENDER MAY REQUEST, (V) GIVE LENDER PROMPT
WRITTEN NOTICE OF ANY MATERIAL BREACH OF ANY OBLIGATION, OR ANY DEFAULT, BY ANY
PARTY UNDER ANY MATERIAL LICENSE AGREEMENT, AND DELIVER TO LENDER (PROMPTLY UPON
THE RECEIPT THEREOF BY SUCH BORROWER OR GUARANTOR IN THE CASE OF A NOTICE TO
SUCH BORROWER OR GUARANTOR AND CONCURRENTLY WITH THE SENDING THEREOF IN THE CASE
OF A NOTICE FROM SUCH BORROWER OR GUARANTOR) A COPY OF EACH NOTICE OF DEFAULT
AND EVERY OTHER NOTICE AND OTHER COMMUNICATION RECEIVED OR DELIVERED BY SUCH
BORROWER OR GUARANTOR IN CONNECTION WITH ANY MATERIAL LICENSE AGREEMENT WHICH
RELATES TO THE RIGHT OF SUCH BORROWER OR GUARANTOR TO CONTINUE TO USE THE
PROPERTY SUBJECT TO SUCH LICENSE AGREEMENT, AND (VI) FURNISH TO LENDER, PROMPTLY
UPON THE REQUEST OF LENDER, SUCH INFORMATION AND EVIDENCE AS LENDER MAY
REASONABLY REQUIRE FROM TIME TO TIME CONCERNING THE OBSERVANCE, PERFORMANCE AND
COMPLIANCE BY SUCH BORROWER OR GUARANTOR OR THE OTHER PARTY OR PARTIES THERETO
WITH THE MATERIAL TERMS, COVENANTS OR PROVISIONS OF ANY MATERIAL LICENSE
AGREEMENT.
(B)
EACH BORROWER AND GUARANTOR WILL EITHER EXERCISE ANY OPTION TO
RENEW OR EXTEND THE TERM OF EACH MATERIAL LICENSE AGREEMENT TO WHICH IT IS A
PARTY IN SUCH MANNER AS WILL CAUSE THE TERM OF SUCH