PARTY MAY, UPON COMPLIANCE WITH THE
TERMS OF SALE, HOLD, RETAIN AND DISPOSE OF SUCH PROPERTY WITHOUT FURTHER
ACCOUNTABILITY TO ANY GRANTOR THEREFOR.
(J)
FOR PURPOSES HEREOF, A WRITTEN AGREEMENT TO PURCHASE THE
COLLATERAL OR ANY PORTION THEREOF SHALL BE TREATED AS A SALE THEREOF.
THE
ADMINISTRATIVE AGENT SHALL BE FREE TO CARRY OUT SUCH SALE PURSUANT TO SUCH
AGREEMENT AND NO GRANTOR SHALL BE ENTITLED TO THE RETURN OF THE COLLATERAL OR
ANY PORTION THEREOF SUBJECT THERETO, NOTWITHSTANDING THE FACT THAT AFTER THE
ADMINISTRATIVE AGENT SHALL HAVE ENTERED INTO SUCH AN AGREEMENT ALL EVENTS OF
DEFAULT SHALL HAVE BEEN REMEDIED AND THE SECURED OBLIGATIONS PAID IN FULL.
(K)
AS AN ALTERNATIVE TO EXERCISING THE POWER OF SALE HEREIN CONFERRED
UPON IT, THE ADMINISTRATIVE AGENT MAY PROCEED BY A SUIT OR SUITS AT LAW OR IN
EQUITY TO FORECLOSE UPON THE COLLATERAL AND TO SELL THE COLLATERAL OR ANY
PORTION THEREOF PURSUANT TO A JUDGMENT OR DECREE OF A COURT OR COURTS HAVING
COMPETENT JURISDICTION OR PURSUANT TO A PROCEEDING BY A COURT-APPOINTED
RECEIVER.
(L)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR HEREBY
WAIVES ALL RIGHTS OF REDEMPTION, STAY, VALUATION AND APPRAISAL WHICH SUCH
GRANTOR NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR
STATUTE NOW EXISTING OR HEREAFTER ENACTED.
SECTION 6.02.
GRANT OF NON-EXCLUSIVE LICENSE.
FOR THE PURPOSE OF ENABLING THE
ADMINISTRATIVE AGENT TO EXERCISE THE ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES
UNDER SECTION 6.01 (INCLUDING IN ORDER TO TAKE POSSESSION OF, HOLD, PRESERVE,
PROCESS, ASSEMBLE, PREPARE FOR SALE, MARKET FOR SALE, SELL OR OTHERWISE DISPOSE
OF THE COLLATERAL) AT SUCH TIME AS THE ADMINISTRATIVE AGENT SHALL BE LAWFULLY
ENTITLED TO EXERCISE THE ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES UNDER
SECTION 6.01, EACH GRANTOR HEREBY (I) GRANTS TO THE ADMINISTRATIVE AGENT, FOR
THE BENEFIT OF THE ADMINISTRATIVE AGENT AND THE OTHER CREDIT PARTIES, A ROYALTY
FREE, NON-EXCLUSIVE, IRREVOCABLE LICENSE, SUCH LICENSE BEING WITH RESPECT TO THE
ADMINISTRATIVE AGENT'S EXERCISE OF THE ADMINISTRATIVE AGENT'S RIGHTS AND
REMEDIES UNDER SECTION 6.01, INCLUDING IN CONNECTION WITH ANY COMPLETION OF THE
MANUFACTURE OF INVENTORY OR ANY SALE OR OTHER DISPOSITION OF INVENTORY
24
(A) TO USE, APPLY AND AFFIX ANY TRADEMARK, TRADE NAME, LOGO OR THE LIKE IN WHICH
ANY GRANTOR NOW OR HEREAFTER HAS RIGHTS, (B) TO USE, LICENSE OR SUBLICENSE ANY
INTELLECTUAL PROPERTY, COMPUTER SOFTWARE NOW OWNED, HELD OR HEREAFTER ACQUIRED
BY SUCH GRANTOR, INCLUDING IN SUCH LICENSE ACCESS TO ALL MEDIA AND TO THE EXTENT
TO WHICH ANY OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO ALL SUCH
COMPUTER SOFTWARE PROGRAMS AND TO THE EXTENT USED FOR THE COMPILATION OR PRINT
OUT THEREOF, PROVIDED THAT THE ADMINISTRATIVE AGENT'S USE OF THE PROPERTY
DESCRIBED IN SUBCLAUSES (A) AND (B) ABOVE WILL COMPLY WITH ALL APPLICABLE LAW,
AND (C) TO USE ANY AND ALL FURNITURE, FIXTURES AND EQUIPMENT CONTAINED IN ANY
PREMISES OWNED OR OCCUPIED BY ANY GRANTOR IN CONNECTION WITH THE EXERCISE OF THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES