UNDER THE CIRCUMSTANCES TO PROTECT SUCH
ARTICLE 9 COLLATERAL.
(H)
UPON AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR SHALL
USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL REQUISITE CONSENTS OR
APPROVALS BY THE LICENSOR OF EACH COPYRIGHT LICENSE, PATENT LICENSE OR TRADEMARK
LICENSE TO EFFECT THE ASSIGNMENT OF ALL SUCH GRANTOR'S RIGHT, TITLE AND INTEREST
THEREUNDER TO THE COLLATERAL AGENT OR ITS DESIGNEE.
ARTICLE IV
REMEDIES
SECTION 4.01. REMEDIES UPON DEFAULT. UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR AGREES TO DELIVER EACH ITEM OF
COLLATERAL TO THE COLLATERAL AGENT ON DEMAND, AND IT IS AGREED THAT THE
COLLATERAL AGENT SHALL HAVE THE RIGHT TO TAKE ANY OF OR ALL THE FOLLOWING
ACTIONS AT THE SAME OR DIFFERENT TIMES:
(A) WITH RESPECT TO ANY ARTICLE 9
COLLATERAL CONSISTING OF INTELLECTUAL PROPERTY, ON DEMAND, TO CAUSE THE SECURITY
INTEREST TO BECOME AN ASSIGNMENT, TRANSFER AND CONVEYANCE OF ANY OF OR ALL SUCH
ARTICLE 9 COLLATERAL BY THE APPLICABLE GRANTORS TO THE COLLATERAL AGENT, OR TO
LICENSE OR SUBLICENSE, WHETHER GENERAL, SPECIAL OR OTHERWISE, AND WHETHER ON AN
EXCLUSIVE OR NONEXCLUSIVE BASIS, ANY SUCH ARTICLE 9 COLLATERAL THROUGHOUT THE
WORLD ON SUCH TERMS AND CONDITIONS AND IN SUCH MANNER AS THE COLLATERAL AGENT
SHALL DETERMINE (OTHER THAN IN VIOLATION OF ANY THEN-EXISTING LICENSING
ARRANGEMENTS TO THE EXTENT THAT WAIVERS CANNOT BE OBTAINED), AND (B) WITH OR
WITHOUT LEGAL PROCESS AND WITH OR WITHOUT PRIOR NOTICE OR DEMAND FOR
PERFORMANCE, TO TAKE POSSESSION OF THE ARTICLE 9 COLLATERAL AND WITHOUT
LIABILITY FOR TRESPASS TO ENTER ANY PREMISES WHERE THE ARTICLE 9 COLLATERAL MAY
BE LOCATED FOR THE PURPOSE OF TAKING POSSESSION OF OR REMOVING THE ARTICLE 9
COLLATERAL AND, GENERALLY, TO EXERCISE ANY AND ALL RIGHTS AFFORDED TO A SECURED
PARTY UNDER THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH GRANTOR AGREES THAT THE
COLLATERAL AGENT SHALL HAVE THE RIGHT, SUBJECT TO THE MANDATORY REQUIREMENTS OF
APPLICABLE LAW, TO SELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE
COLLATERAL AT A PUBLIC OR PRIVATE SALE OR AT ANY BROKER'S BOARD OR ON ANY
SECURITIES EXCHANGE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY AS THE
COLLATERAL AGENT SHALL DEEM APPROPRIATE. THE COLLATERAL AGENT SHALL BE
AUTHORIZED AT ANY SUCH SALE OF SECURITIES (IF IT DEEMS IT ADVISABLE TO DO SO) TO
RESTRICT THE PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT AND
AGREE THAT THEY ARE PURCHASING THE COLLATERAL FOR THEIR OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR SALE
21
THEREOF, AND UPON CONSUMMATION OF ANY SUCH SALE THE COLLATERAL AGENT SHALL HAVE
THE RIGHT TO ASSIGN, TRANSFER AND DELIVER TO THE PURCHASER OR PURCHASERS THEREOF
THE COLLATERAL SO SOLD. EACH SUCH PURCHASER AT ANY SALE OF COLLATERAL SHALL HOLD
THE PROPERTY SOLD ABSOLUTELY, FREE FROM ANY CLAIM OR RIGHT ON THE PART OF ANY
GRANTOR, AND EACH GRANTOR HEREBY WAIVES (TO THE EXTENT PERMITTED