AND PERFORMED BY IT THEREUNDER, ALL IN ACCORDANCE WITH THE TERMS OF ANY
AGREEMENT GIVING RISE THERETO. THE SECURED PARTY SHALL NOT HAVE ANY OBLIGATION
OR LIABILITY UNDER ANY RECEIVABLE (OR ANY AGREEMENT GIVING RISE THERETO) BY
REASON OF OR ARISING OUT OF THIS AGREEMENT OR THE RECEIPT BY THE SECURED PARTY
OF ANY PAYMENT RELATING THERETO, NOR SHALL THE SECURED PARTY BE OBLIGATED IN ANY
MANNER TO PERFORM ANY OF THE OBLIGATIONS OF ANY GRANTOR UNDER OR PURSUANT TO ANY
RECEIVABLE (OR ANY AGREEMENT GIVING RISE THERETO), TO MAKE ANY PAYMENT, TO MAKE
ANY INQUIRY AS TO THE NATURE OR THE SUFFICIENCY OF ANY PAYMENT RECEIVED BY IT OR
AS TO THE SUFFICIENCY OF ANY PERFORMANCE BY ANY PARTY THEREUNDER, TO PRESENT OR
FILE ANY CLAIM, TO TAKE ANY ACTION TO ENFORCE ANY PERFORMANCE OR TO COLLECT THE
PAYMENT OF ANY AMOUNTS WHICH MAY HAVE BEEN ASSIGNED TO IT OR TO WHICH IT MAY BE
ENTITLED AT ANY TIME OR TIMES.
(D)
FOR THE PURPOSE OF ENABLING THE SECURED
PARTY TO EXERCISE RIGHTS AND REMEDIES UNDER THIS AGREEMENT AFTER THE OCCURRENCE
AND DURING THE CONTINUATION OF A DEFAULT OR POTENTIAL TERMINATION EVENT, EACH
GRANTOR HEREBY GRANTS TO THE SECURED PARTY AN IRREVOCABLE, NONEXCLUSIVE LICENSE
(EXERCISABLE WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO SUCH GRANTOR)
TO USE,
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LICENSE OR SUBLICENSE ANY INTELLECTUAL PROPERTY NOW OWNED OR HEREAFTER ACQUIRED
BY SUCH GRANTOR, AND WHEREVER THE SAME MAY BE LOCATED, AND INCLUDING IN SUCH
LICENSE ACCESS TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE RECORDED
OR STORED AND TO ALL COMPUTER SOFTWARE AND PROGRAMS USED FOR THE COMPILATION OR
PRINTOUT THEREOF.
6.3
INVESTMENT PROPERTY.
(A) UNLESS AN EVENT OF
DEFAULT OR A TERMINATION EVENT SHALL HAVE OCCURRED AND BE CONTINUING AND THE
SECURED PARTY SHALL HAVE GIVEN NOTICE TO THE RELEVANT GRANTOR OF THE SECURED
PARTY'S INTENT TO EXERCISE ITS CORRESPONDING RIGHTS PURSUANT TO SECTION 6.3(B),
EACH GRANTOR SHALL BE PERMITTED TO RECEIVE ALL CASH DIVIDENDS AND DISTRIBUTIONS
PAID IN RESPECT OF THE PLEDGED EQUITY AND ALL PAYMENTS MADE IN RESPECT OF THE
PLEDGED NOTES, TO THE EXTENT PERMITTED IN THE MASTER ISDAS, AND TO EXERCISE ALL
VOTING AND OTHER RIGHTS WITH RESPECT TO THE INVESTMENT PROPERTY; PROVIDED, THAT
NO VOTE SHALL BE CAST OR OTHER RIGHT EXERCISED OR ACTION TAKEN WHICH COULD
IMPAIR THE COLLATERAL OR WHICH WOULD BE INCONSISTENT WITH OR RESULT IN ANY
VIOLATION OF ANY PROVISION OF THE ISDA DOCUMENTS OR ANY OTHER RELATED AGREEMENT.
(B)
IF A DEFAULT OR POTENTIAL TERMINATION EVENT
SHALL OCCUR AND BE CONTINUING AND THE SECURED PARTY SHALL GIVE NOTICE OF ITS
INTENT TO EXERCISE SUCH RIGHTS TO THE RELEVANT GRANTOR OR GRANTORS, (I) THE
SECURED PARTY SHALL HAVE THE RIGHT TO RECEIVE ANY AND ALL CASH DIVIDENDS AND
DISTRIBUTIONS, PAYMENTS OR OTHER PROCEEDS PAID IN RESPECT OF THE INVESTMENT
PROPERTY AND MAKE APPLICATION THEREOF TO THE ISDA OBLIGATIONS IN ACCORDANCE WITH
SECTION 6.5 HEREOF, AND (II) ANY OR ALL OF THE INVESTMENT PROPERTY SHALL BE