THE COLLATERAL AGENT, DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, TO EXERCISE RIGHTS AND REMEDIES UNDER ARTICLE IX HEREOF AT SUCH TIME AS
THE COLLATERAL AGENT SHALL BE LAWFULLY ENTITLED TO EXERCISE SUCH RIGHTS AND
REMEDIES, AND FOR NO OTHER PURPOSE, EACH PLEDGOR HEREBY GRANTS TO THE COLLATERAL
AGENT, TO THE EXTENT ASSIGNABLE, AN IRREVOCABLE, NON-EXCLUSIVE LICENSE TO USE,
ASSIGN, LICENSE OR SUBLICENSE ANY OF THE INTELLECTUAL PROPERTY COLLATERAL NOW
OWNED OR HEREAFTER ACQUIRED BY SUCH PLEDGOR AND WHICH CONSTITUTES PLEDGED
COLLATERAL, WHEREVER THE SAME MAY BE LOCATED.
SUCH LICENSE SHALL INCLUDE ACCESS
TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO
ALL COMPUTER PROGRAMS USED FOR THE COMPILATION OR PRINTOUT HEREOF.
SECTION 6.2.
PROTECTION OF COLLATERAL AGENT'S SECURITY.
ON A
CONTINUING BASIS, EACH PLEDGOR SHALL, AT ITS SOLE COST AND EXPENSE, (I) PROMPTLY
FOLLOWING ITS BECOMING AWARE THEREOF, NOTIFY THE COLLATERAL AGENT OF ANY ADVERSE
DETERMINATION IN ANY PROCEEDING OR THE INSTITUTION OF ANY PROCEEDING IN ANY
FEDERAL, STATE OR LOCAL COURT OR ADMINISTRATIVE BODY OR IN THE UNITED STATES
PATENT AND TRADEMARK OFFICE OR THE UNITED STATES COPYRIGHT OFFICE REGARDING ANY
MATERIAL INTELLECTUAL PROPERTY COLLATERAL, SUCH PLEDGOR'S RIGHT TO REGISTER SUCH
MATERIAL INTELLECTUAL PROPERTY COLLATERAL OR ITS RIGHT TO KEEP AND MAINTAIN SUCH
REGISTRATION IN FULL FORCE AND EFFECT, (II) MAINTAIN ALL MATERIAL INTELLECTUAL
PROPERTY COLLATERAL AS PRESENTLY USED AND OPERATED, (III) NOT PERMIT TO LAPSE OR
BECOME ABANDONED ANY MATERIAL INTELLECTUAL PROPERTY COLLATERAL, AND NOT SETTLE
OR COMPROMISE ANY PENDING OR FUTURE LITIGATION OR ADMINISTRATIVE PROCEEDING WITH
RESPECT TO ANY SUCH MATERIAL INTELLECTUAL PROPERTY COLLATERAL, IN EITHER CASE
EXCEPT AS SHALL BE CONSISTENT WITH COMMERCIALLY REASONABLE BUSINESS JUDGMENT,
(IV) UPON SUCH PLEDGOR OBTAINING KNOWLEDGE THEREOF, PROMPTLY NOTIFY THE
COLLATERAL AGENT IN WRITING OF ANY EVENT WHICH MAY BE REASONABLY EXPECTED TO
MATERIALLY AND ADVERSELY AFFECT THE VALUE OR UTILITY OF ANY MATERIAL
INTELLECTUAL PROPERTY COLLATERAL OR THE RIGHTS AND REMEDIES OF THE COLLATERAL
AGENT IN RELATION THERETO INCLUDING A LEVY OR THREAT OF LEVY OR ANY LEGAL
PROCESS AGAINST ANY MATERIAL INTELLECTUAL PROPERTY COLLATERAL, (V) NOT LICENSE
ANY INTELLECTUAL PROPERTY COLLATERAL OTHER THAN LICENSES ENTERED INTO BY SUCH
PLEDGOR IN, OR INCIDENTAL TO, THE ORDINARY COURSE OF BUSINESS, OR AMEND OR
PERMIT THE AMENDMENT OF ANY OF THE LICENSES IN A MANNER THAT MATERIALLY AND
ADVERSELY AFFECTS THE RIGHT TO RECEIVE PAYMENTS THEREUNDER, OR IN ANY MANNER
THAT WOULD MATERIALLY IMPAIR THE VALUE OF ANY INTELLECTUAL PROPERTY COLLATERAL
OR THE LIEN ON AND SECURITY INTEREST IN THE INTELLECTUAL PROPERTY COLLATERAL
CREATED THEREIN HEREBY, WITHOUT THE CONSENT OF THE COLLATERAL AGENT,
(VI) DILIGENTLY KEEP ADEQUATE RECORDS RESPECTING ALL INTELLECTUAL PROPERTY
COLLATERAL AND (VII) FURNISH TO THE COLLATERAL AGENT FROM TIME TO TIME UPON THE
COLLATERAL AGENT'S REQUEST THEREFOR REASONABLY DETAILED STATEMENTS AND AMENDED
SCHEDULES FURTHER IDENTIFYING AND DESCRIBING THE INTELLECTUAL PROPERTY
COLLATERAL AND SUCH OTHER MATERIALS EVIDENCING OR REPORTS PERTAINING TO ANY
INTELLECTUAL PROPERTY COLLATERAL AS THE COLLATERAL AGENT MAY FROM TIME TO TIME
REQUEST.
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SECTION 6.3.