THE PLEDGED COLLATERAL IN SUCH DETAIL AS THE LENDER
MAY SPECIFY;
(D)
TAKE, OR CAUSE AN ISSUER OF PLEDGED COLLATERAL TO TAKE, ANY AND
ALL ACTIONS NECESSARY TO REGISTER OR QUALIFY THE PLEDGED COLLATERAL TO ENABLE
THE LENDER TO CONSUMMATE A PUBLIC SALE OR OTHER DISPOSITION OF THE PLEDGED
COLLATERAL; AND
(E)
AT ITS OWN EXPENSE, CAUSE THE INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS THEN ENGAGED BY THE GRANTOR TO PREPARE AND DELIVER TO THE LENDER, AT
ANY TIME, AND FROM TIME TO TIME, PROMPTLY UPON THE LENDER'S REQUEST, THE
FOLLOWING REPORTS WITH RESPECT TO THE GRANTOR: (I) A RECONCILIATION OF ALL
ACCOUNTS; (II) AN AGING OF ALL ACCOUNTS; (III) TRIAL BALANCES; AND (IV) A TEST
VERIFICATION OF SUCH ACCOUNTS.
5.4.
GRANT OF INTELLECTUAL PROPERTY LICENSE.
FOR THE PURPOSE OF
ENABLING THE LENDER TO EXERCISE THE RIGHTS AND REMEDIES UNDER THIS ARTICLE V AT
SUCH TIME AS THE LENDER SHALL BE LAWFULLY ENTITLED TO EXERCISE SUCH RIGHTS AND
REMEDIES, THE GRANTOR HEREBY (A) GRANTS TO THE LENDER AN IRREVOCABLE,
NONEXCLUSIVE LICENSE (EXERCISABLE WITHOUT PAYMENT OF ROYALTY OR OTHER
COMPENSATION TO THE GRANTOR) TO USE, LICENSE OR SUBLICENSE ANY INTELLECTUAL
PROPERTY RIGHTS NOW OWNED OR HEREAFTER ACQUIRED BY THE 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 AND (B) IRREVOCABLY
AGREES THAT THE LENDER MAY SELL ANY OF THE GRANTOR'S INVENTORY DIRECTLY TO ANY
PERSON, INCLUDING WITHOUT LIMITATION PERSONS WHO HAVE PREVIOUSLY PURCHASED THE
GRANTOR'S INVENTORY FROM THE GRANTOR AND IN CONNECTION WITH ANY SUCH SALE OR
OTHER ENFORCEMENT OF THE LENDER'S RIGHTS UNDER THIS SECURITY AGREEMENT, MAY SELL
INVENTORY WHICH BEARS ANY TRADEMARK OWNED BY OR LICENSED TO THE GRANTOR AND ANY
INVENTORY THAT IS COVERED BY ANY COPYRIGHT OWNED BY OR LICENSED TO THE GRANTOR
AND THE LENDER MAY FINISH ANY WORK IN PROCESS AND AFFIX ANY TRADEMARK OWNED BY
OR LICENSED TO THE GRANTOR AND SELL SUCH INVENTORY AS PROVIDED HEREIN.
ARTICLE VI
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
6.1.
ACCOUNT VERIFICATION.
THE LENDER MAY, AT ANY TIME AFTER AN EVENT
OF DEFAULT, IN THE LENDER'S OWN NAME, IN THE NAME OF A NOMINEE OF THE LENDER, OR
IN THE NAME OF THE GRANTOR COMMUNICATE (BY MAIL, TELEPHONE, FACSIMILE OR
OTHERWISE) WITH THE ACCOUNT DEBTORS OF SUCH GRANTOR, PARTIES TO CONTRACTS WITH
THE GRANTOR AND OBLIGORS IN RESPECT OF INSTRUMENTS OF THE GRANTOR TO VERIFY WITH
SUCH PERSONS, TO THE LENDER'S SATISFACTION, THE EXISTENCE, AMOUNT, TERMS OF, AND
ANY OTHER MATTER RELATING TO, ACCOUNTS, INSTRUMENTS, CHATTEL PAPER, PAYMENT
INTANGIBLES AND/OR OTHER RECEIVABLES.
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6.2.
AUTHORIZATION FOR SECURED PARTY TO TAKE CERTAIN ACTION.
(A)
THE GRANTOR IRREVOCABLY AUTHORIZES THE LENDER AT ANY TIME AND FROM
TIME TO TIME IN THE SOLE DISCRETION OF THE LENDER AND APPOINTS THE LENDER AS ITS
ATTORNEY IN FACT (I) TO EXECUTE ON BEHALF OF THE GRANTOR AS DEBTOR AND