ANY OF THE FOREGOING BEEN ASSERTED OR
ALLEGED AGAINST SUCH PLEDGOR BY ANY PERSON WITH RESPECT THERETO, AND AS OF THE
DATE HEREOF, THERE ARE NO CERTIFICATES, INSTRUMENTS, DOCUMENTS OR OTHER WRITINGS
(OTHER THAN THE ORGANIZATIONAL DOCUMENTS AND CERTIFICATES REPRESENTING SUCH
PLEDGED SECURITIES THAT HAVE BEEN DELIVERED TO THE COLLATERAL AGENT) WHICH
EVIDENCE ANY PLEDGED SECURITIES OF SUCH PLEDGOR.
SECTION 5.4.
CERTAIN AGREEMENTS OF
PLEDGORS AS ISSUERS AND HOLDERS OF EQUITY INTERESTS.
(A)
IN THE CASE OF EACH PLEDGOR WHICH IS AN
ISSUER OF SECURITIES COLLATERAL, SUCH PLEDGOR AGREES TO BE BOUND BY THE TERMS OF
THIS AGREEMENT RELATING TO THE SECURITIES COLLATERAL ISSUED BY IT AND WILL
COMPLY WITH SUCH TERMS INSOFAR AS SUCH TERMS ARE APPLICABLE TO IT.
(B)
IN THE CASE OF EACH PLEDGOR WHICH IS A
PARTNER, SHAREHOLDER OR MEMBER, AS THE CASE MAY BE, IN A PARTNERSHIP, LIMITED
LIABILITY COMPANY OR OTHER ENTITY, SUCH PLEDGOR HEREBY CONSENTS TO THE EXTENT
REQUIRED BY THE APPLICABLE ORGANIZATIONAL DOCUMENT TO THE PLEDGE BY EACH OTHER
PLEDGOR, PURSUANT TO THE TERMS HEREOF, OF THE PLEDGED SECURITIES IN SUCH
PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER ENTITY AND, UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TO THE TRANSFER OF SUCH
PLEDGED SECURITIES TO THE COLLATERAL AGENT OR ITS NOMINEE AND TO THE
SUBSTITUTION OF THE COLLATERAL AGENT OR ITS NOMINEE AS A SUBSTITUTED PARTNER,
SHAREHOLDER OR MEMBER IN SUCH PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
ENTITY WITH ALL THE RIGHTS, POWERS AND DUTIES OF A GENERAL PARTNER, LIMITED
PARTNER, SHAREHOLDER OR MEMBER, AS THE CASE MAY BE.
ARTICLE VI
CERTAIN PROVISIONS CONCERNING INTELLECTUAL
PROPERTY COLLATERAL
SECTION 6.1.
GRANT OF INTELLECTUAL
PROPERTY LICENSE.
FOR THE PURPOSE OF ENABLING THE COLLATERAL AGENT, DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, TO EXERCISE RIGHTS AND REMEDIES UNDER
ARTICLE IX HEREOF AT SUCH TIME AS THE COLLATERAL AGENT SHALL BE LAWFULLY
ENTITLED TO EXERCISE SUCH RIGHTS AND REMEDIES, AND FOR NO OTHER PURPOSE, EACH
PLEDGOR HEREBY GRANTS TO THE COLLATERAL AGENT, TO THE EXTENT ASSIGNABLE, AN
IRREVOCABLE, NON-EXCLUSIVE LICENSE TO USE, ASSIGN, LICENSE OR SUBLICENSE ANY OF
THE INTELLECTUAL PROPERTY COLLATERAL NOW OWNED OR HEREAFTER ACQUIRED BY SUCH
PLEDGOR, WHEREVER THE SAME MAY BE LOCATED.
SUCH LICENSE SHALL INCLUDE ACCESS TO
ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO
ALL COMPUTER PROGRAMS USED FOR THE COMPILATION OR PRINTOUT HEREOF.
SECTION 6.2.
PROTECTION OF COLLATERAL
AGENT'S SECURITY.
ON A CONTINUING BASIS, EACH PLEDGOR SHALL, AT ITS SOLE COST
AND EXPENSE, (I) PROMPTLY FOLLOWING ITS BECOMING AWARE THEREOF, NOTIFY THE
COLLATERAL AGENT OF ANY ADVERSE DETERMINATION IN ANY PROCEEDING OR THE
INSTITUTION OF ANY PROCEEDING IN ANY FEDERAL, STATE OR LOCAL COURT OR
ADMINISTRATIVE BODY OR IN THE UNITED STATES PATENT AND TRADEMARK OFFICE OR THE
UNITED STATES COPYRIGHT OFFICE REGARDING ANY MATERIAL INTELLECTUAL PROPERTY
COLLATERAL, SUCH PLEDGOR'S RIGHT TO REGISTER SUCH MATERIAL INTELLECTUAL
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PROPERTY COLLATERAL OR ITS RIGHT TO KEEP AND MAINTAIN SUCH REGISTRATION IN FULL
FORCE AND EFFECT, (II) MAINTAIN