THE COLLATERAL AGENT'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
COLLATERAL AGENT 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 COLLATERAL AGENT
FROM ANY CLAIMS, CAUSES OF ACTION AND DEMANDS AT ANY TIME ARISING OUT OF OR WITH
RESPECT TO ANY ACTIONS TAKEN OR
17
OMITTED TO BE TAKEN BY THE COLLATERAL AGENT UNDER THE POWERS OF ATTORNEY GRANTED
HEREIN OTHER THAN ACTIONS TAKEN OR OMITTED TO BE TAKEN THROUGH THE COLLATERAL
AGENT'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 COLLATERAL AGENT MAY ITSELF PERFORM, OR CAUSE PERFORMANCE
OF, SUCH AGREEMENT OR OBLIGATION, IN THE NAME OF SUCH GRANTOR OR THE COLLATERAL
AGENT, AND THE EXPENSES OF THE COLLATERAL AGENT INCURRED IN CONNECTION THEREWITH
SHALL BE PAYABLE BY SUCH GRANTOR PURSUANT TO SECTION 8 HEREOF AND SHALL BE
SECURED BY THE COLLATERAL.
(E)
THE POWERS CONFERRED ON THE COLLATERAL
AGENT HEREUNDER ARE SOLELY TO PROTECT ITS INTEREST IN THE COLLATERAL AND SHALL
NOT IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE
CUSTODY OF ANY COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS
ACTUALLY RECEIVED BY IT HEREUNDER, THE COLLATERAL AGENT SHALL HAVE NO DUTY AS TO
ANY COLLATERAL OR AS TO THE TAKING OF ANY NECESSARY STEPS TO PRESERVE RIGHTS
AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY COLLATERAL.
(F)
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING (I) EACH GRANTOR SHALL REMAIN LIABLE UNDER THE LICENSES AND
OTHERWISE WITH RESPECT TO ANY OF THE COLLATERAL TO THE EXTENT SET FORTH THEREIN
TO PERFORM ALL OF ITS OBLIGATIONS THEREUNDER TO THE SAME EXTENT AS IF THIS
AGREEMENT HAD NOT BEEN EXECUTED, (II) THE EXERCISE BY THE COLLATERAL AGENT OF
ANY OF ITS RIGHTS HEREUNDER SHALL NOT RELEASE SUCH GRANTOR FROM ANY OF ITS
OBLIGATIONS UNDER THE LICENSES OR OTHERWISE IN RESPECT OF THE COLLATERAL, AND
(III) THE COLLATERAL AGENT SHALL NOT HAVE ANY OBLIGATION OR LIABILITY BY REASON
OF THIS AGREEMENT UNDER THE LICENSES OR WITH RESPECT TO ANY OF THE OTHER
COLLATERAL, NOR SHALL THE COLLATERAL AGENT BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OR DUTIES OF SUCH GRANTOR THEREUNDER OR TO TAKE ANY ACTION TO
COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER.
SECTION 7.
REMEDIES UPON EVENT OF DEFAULT.
IF
ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING:
(A)
THE COLLATERAL AGENT MAY EXERCISE IN
RESPECT OF THE COLLATERAL, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES PROVIDED
FOR HEREIN OR OTHERWISE AVAILABLE TO IT, ALL OF THE RIGHTS AND REMEDIES OF A
SECURED PARTY UPON DEFAULT UNDER THE CODE (WHETHER OR NOT THE CODE APPLIES