INSTITUTE ANY PROCEEDINGS THAT THE COLLATERAL AGENT MAY DEEM NECESSARY OR
DESIRABLE FOR THE COLLECTION OF ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE
THE RIGHTS OF THE COLLATERAL AGENT WITH RESPECT TO ANY OF THE COLLATERAL;
(E)
TO PREPARE AND FILE ANY UCC FINANCING
STATEMENTS AGAINST SUCH GRANTOR AS DEBTOR;
(F)
TO PREPARE, SIGN, AND FILE FOR
RECORDATION IN ANY INTELLECTUAL PROPERTY REGISTRY, APPROPRIATE EVIDENCE OF THE
LIEN AND SECURITY INTEREST GRANTED HEREIN IN THE INTELLECTUAL PROPERTY IN THE
NAME OF SUCH GRANTOR AS DEBTOR;
(G)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, TO TAKE OR CAUSE TO BE TAKEN ALL ACTIONS
NECESSARY TO PERFORM OR COMPLY OR CAUSE PERFORMANCE OR COMPLIANCE WITH THE TERMS
OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ACCESS TO PAY OR DISCHARGE
TAXES OR LIENS (OTHER THAN PERMITTED LIENS) LEVIED OR PLACED UPON OR THREATENED
AGAINST THE COLLATERAL, THE LEGALITY OR VALIDITY THEREOF AND THE AMOUNTS
NECESSARY TO DISCHARGE THE SAME TO BE DETERMINED BY THE COLLATERAL AGENT IN ITS
SOLE DISCRETION, ANY SUCH PAYMENTS MADE BY THE COLLATERAL AGENT TO BECOME
OBLIGATIONS OF SUCH GRANTOR TO THE COLLATERAL AGENT, DUE AND PAYABLE IMMEDIATELY
WITHOUT DEMAND; AND
(H)
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, GENERALLY TO SELL, TRANSFER, LEASE,
LICENSE, PLEDGE, MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ANY
OF THE COLLATERAL AS FULLY AND COMPLETELY AS THOUGH THE COLLATERAL AGENT WERE
THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND TO DO, AT THE COLLATERAL
AGENT'S OPTION AND SUCH GRANTOR'S EXPENSE, AT ANY TIME OR FROM TIME TO TIME, ALL
ACTS AND THINGS THAT THE COLLATERAL AGENT DEEMS REASONABLY NECESSARY TO PROTECT,
PRESERVE OR REALIZE UPON THE COLLATERAL AND THE COLLATERAL AGENT'S SECURITY
INTEREST THEREIN IN ORDER TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY
AND EFFECTIVELY AS SUCH GRANTOR MIGHT DO.
8.2
No Duty on the Part of Collateral Agent or
Secured Parties.
The powers conferred on the Collateral Agent hereunder are
solely to protect the interests of the Secured Parties in the Collateral and
shall not impose any duty upon the Collateral Agent or any Secured Party to
exercise any such powers.
The Collateral Agent and the Secured Parties shall be
accountable only for amounts that they actually receive as a result of the
exercise of such powers, and neither they nor any of their officers, directors,
employees or agents shall be responsible to any Grantor for any act or failure
to act hereunder, except for their own gross negligence, bad faith or willful
misconduct.
25
SECTION 9.
REMEDIES.
9.1
Generally.
(A)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED
AND BE CONTINUING, THE COLLATERAL AGENT MAY EXERCISE IN RESPECT OF THE
COLLATERAL, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR
OTHERWISE AVAILABLE TO IT AT LAW OR IN EQUITY, ALL THE RIGHTS AND REMEDIES OF A
SECURED PARTY ON DEFAULT UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO THE