BE OBLIGATED, TO BRING SUIT IN
ITS OWN NAME TO ENFORCE THE TRADEMARKS, PATENTS AND COPYRIGHTS AND ANY LICENSES
THEREUNDER, IN WHICH
6
EVENT THE APPLICABLE BORROWER SHALL, AT THE REQUEST OF AGENT, DO ANY AND ALL
LAWFUL ACTS REQUESTED BY AGENT AND EXECUTE ANY AND ALL DOCUMENTS REQUIRED BY
AGENT TO AID SUCH ENFORCEMENT, AND THE APPLICABLE BORROWER SHALL, UPON DEMAND,
PROMPTLY REIMBURSE AND INDEMNIFY AGENT FOR ALL COSTS AND EXPENSES INCURRED IN
SUCH ENFORCEMENT.
2.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, AGENT MAY, EXCEPT TO THE EXTENT OTHERWISE
EXPRESSLY PROVIDED OR REQUIRED BELOW, DO ANY ONE OR MORE OF THE FOLLOWING, ALL
OF WHICH ARE AUTHORIZED BY EACH BORROWER, IN ADDITION TO ALL OTHER RIGHTS AND
REMEDIES PROVIDED FOR IN THE LOAN DOCUMENTS, ALL SUCH RIGHTS AND REMEDIES BEING
CUMULATIVE, NOT EXCLUSIVE, AND ENFORCEABLE ALTERNATIVELY, SUCCESSIVELY OR
CONCURRENTLY, WITHOUT (EXCEPT AS PROVIDED HEREIN OR IN THE OTHER LOAN DOCUMENTS)
NOTICE TO, OR CONSENT BY, ANY BORROWER:
(A)
AGENT MAY (WITHOUT ASSUMING ANY OBLIGATIONS
OR LIABILITY THEREUNDER), AT ANY TIME, ENFORCE (AND SHALL HAVE THE EXCLUSIVE
RIGHT TO ENFORCE) AGAINST ANY LICENSEE OR SUBLICENSEE ALL RIGHTS AND REMEDIES OF
THE APPLICABLE BORROWER IN, TO AND UNDER ANY ONE OR MORE LICENSE AGREEMENTS WITH
RESPECT TO THE INTELLECTUAL PROPERTY COLLATERAL, AND TAKE OR REFRAIN FROM TAKING
ANY ACTION UNDER ANY THEREOF, AND EACH BORROWER HEREBY RELEASES AGENT FROM, AND
AGREES TO HOLD AGENT FREE AND HARMLESS FROM AND AGAINST ANY CLAIMS ARISING OUT
OF, ANY ACTION TAKEN OR OMITTED TO BE TAKEN WITH RESPECT TO ANY SUCH LICENSE
AGREEMENT EXCEPT FOR SUCH CLAIMS THAT A COURT OF COMPETENT JURISDICTION FINALLY
DETERMINES TO HAVE ARISEN FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
AGENT;
(B)
AGENT MAY, AT ANY TIME AND FROM TIME TO
TIME, UPON TEN (10) DAYS' PRIOR NOTICE TO BORROWERS, ASSIGN, SELL, OR OTHERWISE
DISPOSE OF THE INTELLECTUAL PROPERTY COLLATERAL OR ANY OF IT, EITHER WITH OR
WITHOUT SPECIAL OR OTHER CONDITIONS OR STIPULATIONS, WITH POWER TO BUY THE
INTELLECTUAL PROPERTY COLLATERAL OR ANY PART OF IT, AND DO ALL OTHER ACTS AND
THINGS FOR COMPLETING THE ASSIGNMENT, SALE OR DISPOSITION WHICH AGENT SHALL, IN
ITS SOLE DISCRETION, DEEM APPROPRIATE OR PROPER;
(C)
IN ADDITION TO THE FOREGOING, IN ORDER TO
IMPLEMENT THE ASSIGNMENT, SALE, LICENSE OR OTHER DISPOSAL OF ANY OF THE
INTELLECTUAL PROPERTY COLLATERAL PURSUANT TO SUBPARAGRAPHS 2(A) AND (B) HEREOF,
AGENT MAY, AT ANY TIME, PURSUANT TO THE AUTHORITY GRANTED IN THE POWERS OF
ATTORNEY DESCRIBED IN PARAGRAPH 3 HEREOF (SUCH AUTHORITY BECOMING EFFECTIVE UPON
AN EVENT OF DEFAULT), EXECUTE AND DELIVER ON BEHALF OF ANY BORROWER ONE OR MORE
INSTRUMENTS OF ASSIGNMENT, SALE, LICENSE OR OTHER DISPOSITION OF THE
INTELLECTUAL PROPERTY COLLATERAL.
EACH BORROWER AGREES TO PAY WHEN DUE ALL
REASONABLE COSTS INCURRED IN ANY SUCH TRANSFER OF THE INTELLECTUAL PROPERTY
COLLATERAL, INCLUDING ANY TAXES, FEES AND REASONABLE ATTORNEYS' FEES, AND ALL
SUCH COSTS SHALL BE ADDED TO THE OBLIGATIONS.
AGENT MAY APPLY THE PROCEEDS
ACTUALLY RECEIVED