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)
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, ACTIONS 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)
GENERALLY TO SELL, TRANSFER, 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.
Section 6.02
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
23
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 or
willful misconduct.
ARTICLE VII
REMEDIES
Section 7.01
Generally.
(A)
SUBJECT TO THE INTERCREDITOR AGREEMENT, 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 THE COLLATERAL AGENT ON DEFAULT UNDER THE UCC
(WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) TO COLLECT, ENFORCE
OR SATISFY ANY SECURED OBLIGATIONS THEN OWING, WHETHER BY ACCELERATION OR
OTHERWISE, AND ALSO MAY PURSUE ANY OF THE FOLLOWING SEPARATELY, SUCCESSIVELY OR
SIMULTANEOUSLY:
(I)
REQUIRE ANY GRANTOR TO, AND EACH GRANTOR
HEREBY AGREES THAT IT SHALL AT ITS EXPENSE AND PROMPTLY UPON REQUEST OF THE
COLLATERAL AGENT FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED
BY THE COLLATERAL AGENT AND MAKE IT AVAILABLE TO THE COLLATERAL