CAUSE PERFORMANCE OF, SUCH AGREEMENT OR
OBLIGATION, IN THE NAME OF SUCH GRANTOR OR THE SECURED PARTY, AND THE EXPENSES
OF THE SECURED PARTY 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 SECURED PARTY 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
SECURED PARTY 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 SECURED PARTY 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 SECURED PARTY SHALL NOT HAVE ANY
OBLIGATION OR LIABILITY BY REASON OF THIS AGREEMENT UNDER THE LICENSES OR WITH
RESPECT TO ANY OF THE OTHER COLLATERAL, NOR SHALL THE SECURED PARTY BE OBLIGATED
TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF SUCH GRANTOR THEREUNDER OR TO
TAKE ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT ASSIGNED HEREUNDER.
SECTION 7.
REMEDIES UPON EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING:
(A)
THE SECURED PARTY MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE
AVAILABLE TO IT, ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON DEFAULT
UNDER THE CODE (WHETHER OR NOT THE CODE APPLIES TO THE AFFECTED COLLATERAL), AND
ALSO MAY (I) TAKE ABSOLUTE CONTROL OF THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, TRANSFER INTO THE SECURED PARTY'S NAME OR INTO THE NAME OF ITS
NOMINEE OR NOMINEES (TO THE EXTENT THE SECURED PARTY HAS NOT THERETOFORE DONE
SO) AND THEREAFTER RECEIVE, FOR THE BENEFIT OF THE SECURED PARTY, ALL PAYMENTS
MADE THEREON, GIVE ALL CONSENTS, WAIVERS AND RATIFICATIONS IN RESPECT THEREOF
AND OTHERWISE ACT WITH RESPECT THERETO AS THOUGH IT WERE THE OUTRIGHT OWNER
THEREOF, (II) REQUIRE EACH GRANTOR TO, AND EACH GRANTOR HEREBY AGREES THAT IT
WILL AT ITS EXPENSE AND UPON REQUEST OF THE SECURED PARTY FORTHWITH, ASSEMBLE
ALL OR PART OF ITS RESPECTIVE COLLATERAL AS DIRECTED BY THE SECURED PARTY AND
MAKE IT AVAILABLE TO THE SECURED PARTY AT A PLACE OR PLACES TO BE DESIGNATED BY
THE SECURED PARTY THAT IS REASONABLY CONVENIENT TO BOTH PARTIES, AND THE SECURED
PARTY MAY ENTER INTO AND OCCUPY ANY