LICENSE CONSISTING OF A
COPYRIGHT LICENSE, PATENT LICENSE OR TRADEMARK LICENSE TO EFFECT THE ASSIGNMENT
OF ALL SUCH GRANTOR'S RIGHT, TITLE AND INTEREST THEREUNDER TO THE COLLATERAL
AGENT OR ITS DESIGNEE.
ARTICLE V
Remedies
SECTION 5.01.
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR AGREES TO DELIVER EACH ITEM OF
COLLATERAL TO THE COLLATERAL AGENT ON DEMAND, AND IT IS AGREED THAT THE
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 ARTICLE 9
COLLATERAL CONSISTING OF INTELLECTUAL PROPERTY, ON DEMAND, TO CAUSE ITS SECURITY
INTEREST TO BECOME AN ASSIGNMENT, TRANSFER AND CONVEYANCE OF ANY OF OR ALL SUCH
ARTICLE 9 COLLATERAL BY THE APPLICABLE GRANTORS TO THE COLLATERAL AGENT, OR TO
GRANT ANY LICENSE OR SUBLICENSE, WHETHER GENERAL, SPECIAL OR OTHERWISE, AND
WHETHER ON AN EXCLUSIVE OR NONEXCLUSIVE BASIS, WITH RESPECT TO ANY SUCH
ARTICLE 9 COLLATERAL THROUGHOUT THE WORLD ON SUCH TERMS AND CONDITIONS AND IN
SUCH MANNER AS THE 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 AND, SUBJECT TO ANY LIMITATIONS SET FORTH IN
PARAGRAPH (B) OR (C) OF SECTION 4.04, TO TAKE POSSESSION OF THE ARTICLE 9
COLLATERAL AND WITHOUT LIABILITY FOR TRESPASS TO ENTER ANY PREMISES WHERE THE
ARTICLE 9 COLLATERAL MAY BE LOCATED FOR THE PURPOSE OF TAKING POSSESSION OF OR
REMOVING THE ARTICLE 9 COLLATERAL AND, GENERALLY, TO EXERCISE ANY AND ALL RIGHTS
AFFORDED TO A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE OR OTHER
APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR
AGREES THAT THE 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
COLLATERAL AGENT SHALL DEEM APPROPRIATE.
THE COLLATERAL AGENT SHALL BE
AUTHORIZED AT ANY SUCH SALE OF SECURITIES (IF IT DEEMS IT ADVISABLE IN VIEW OF
SECURITIES LAW AND OTHER LEGAL CONSIDERATIONS TO DO SO) TO RESTRICT THE
PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT AND AGREE THAT
THEY ARE PURCHASING THE COLLATERAL FOR THEIR OWN ACCOUNT FOR INVESTMENT AND NOT
WITH A VIEW TO THE DISTRIBUTION OR SALE THEREOF, AND UPON CONSUMMATION OF ANY
SUCH SALE OF COLLATERAL THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO ASSIGN,
TRANSFER AND DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE COLLATERAL SO
SOLD.
EACH SUCH PURCHASER AT ANY SUCH SALE SHALL HOLD THE PROPERTY SOLD
ABSOLUTELY, FREE FROM ANY CLAIM OR RIGHT ON THE PART OF ANY GRANTOR, AND EACH
GRANTOR HEREBY WAIVES AND RELEASES (TO THE EXTENT PERMITTED BY LAW) ALL RIGHTS
OF REDEMPTION,