PROPERTY IN THE ORDINARY COURSE OF ITS
BUSINESS.
IN FURTHERANCE OF THE FOREGOING, UNLESS AN EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, THE COLLATERAL AGENT SHALL FROM TIME TO TIME,
UPON THE REQUEST OF A GRANTOR, EXECUTE AND DELIVER ANY INSTRUMENTS, CERTIFICATES
OR OTHER DOCUMENTS, IN THE FORM SO REQUESTED, WHICH SUCH GRANTOR SHALL HAVE
CERTIFIED ARE APPROPRIATE (IN SUCH GRANTOR'S JUDGMENT) TO ALLOW IT TO TAKE ANY
ACTION PERMITTED ABOVE (INCLUDING RELINQUISHMENT OF THE LICENSE PROVIDED
PURSUANT TO THIS CLAUSE (C) AS TO ANY INTELLECTUAL PROPERTY).
FURTHER, UPON THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL OF THE OBLIGATIONS, THE COLLATERAL
AGENT (SUBJECT TO SECTION 10(E) HEREOF) SHALL RELEASE AND REASSIGN TO SUCH
GRANTOR ALL OF THE COLLATERAL AGENT'S RIGHT, TITLE AND INTEREST IN AND TO THE
INTELLECTUAL PROPERTY, AND THE LICENSES, ALL WITHOUT RECOURSE, REPRESENTATION OR
WARRANTY WHATSOEVER.
THE EXERCISE OF RIGHTS AND REMEDIES HEREUNDER BY THE
COLLATERAL AGENT SHALL NOT TERMINATE THE RIGHTS OF THE HOLDERS OF ANY LICENSES
OR SUBLICENSES THERETOFORE GRANTED BY SUCH GRANTOR IN ACCORDANCE WITH THE SECOND
SENTENCE OF THIS CLAUSE (C).
EACH GRANTOR HEREBY RELEASES THE COLLATERAL AGENT
FROM ANY CLAIMS, CAUSES OF ACTION AND DEMANDS AT ANY TIME ARISING OUT OF OR WITH
RESPECT TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY THE COLLATERAL AGENT
UNDER THE POWERS OF ATTORNEY GRANTED HEREIN OTHER THAN ACTIONS TAKEN OR OMITTED
TO BE TAKEN THROUGH THE COLLATERAL AGENT'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, AS DETERMINED BY A FINAL DETERMINATION OF A COURT OF COMPETENT
JURISDICTION.
(D)
IF A GRANTOR FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN, THE
COLLATERAL AGENT MAY ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT OR
OBLIGATION, IN THE NAME OF SUCH GRANTOR OR THE COLLATERAL AGENT, AND THE
EXPENSES OF THE COLLATERAL AGENT INCURRED IN CONNECTION THEREWITH SHALL BE
PAYABLE BY SUCH GRANTOR PURSUANT TO SECTION 8 HEREOF AND SHALL BE SECURED BY THE
COLLATERAL.
(E)
THE POWERS CONFERRED ON THE COLLATERAL AGENT HEREUNDER ARE SOLELY
TO PROTECT ITS INTEREST IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON IT
TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE CUSTODY OF ANY COLLATERAL IN
ITS POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT HEREUNDER,
THE COLLATERAL AGENT SHALL HAVE NO DUTY AS TO ANY COLLATERAL OR AS TO THE TAKING
OF ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER
RIGHTS PERTAINING TO ANY COLLATERAL.
(F)
ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING (I) EACH GRANTOR
SHALL REMAIN LIABLE UNDER THE LICENSES AND OTHERWISE WITH RESPECT TO ANY OF THE
COLLATERAL TO THE EXTENT SET FORTH THEREIN TO PERFORM ALL OF ITS OBLIGATIONS
THEREUNDER TO THE SAME EXTENT AS IF THIS AGREEMENT HAD NOT BEEN EXECUTED,
(II) THE EXERCISE BY THE COLLATERAL AGENT OF ANY OF ITS RIGHTS HEREUNDER SHALL
NOT RELEASE SUCH GRANTOR FROM ANY OF ITS OBLIGATIONS UNDER THE LICENSES OR
OTHERWISE IN RESPECT OF THE COLLATERAL, AND (III) THE COLLATERAL AGENT SHALL NOT
HAVE ANY OBLIGATION