IN THIS
SECTION. WITHOUT LIMITATION OF THE FOREGOING, NOTHING CONTAINED IN THIS
SECTION SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO ANY BORROWER OR TO IMPOSE ANY
DUTIES ON AGENT OR LENDERS THAT WOULD NOT HAVE BEEN GRANTED OR IMPOSED BY THIS
AGREEMENT OR BY APPLICABLE LAW IN THE ABSENCE OF THIS SECTION.
(F)
FOR THE PURPOSE OF ENABLING AGENT TO EXERCISE THE
RIGHTS AND REMEDIES HEREUNDER, EACH BORROWER HEREBY GRANTS TO AGENT, TO THE
EXTENT ASSIGNABLE, AN IRREVOCABLE, NON-EXCLUSIVE LICENSE (EXERCISABLE AT ANY
TIME AN EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND FOR SO LONG AS THE
SAME IS CONTINUING) WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO ANY
BORROWER, TO USE, ASSIGN, LICENSE OR SUBLICENSE ANY OF THE TRADEMARKS,
SERVICE-MARKS, TRADE NAMES, BUSINESS NAMES, TRADE STYLES, DESIGNS, LOGOS AND
OTHER SOURCE OF BUSINESS IDENTIFIERS AND OTHER INTELLECTUAL PROPERTY AND GENERAL
INTANGIBLES NOW OWNED OR HEREAFTER ACQUIRED BY ANY BORROWER, WHEREVER THE SAME
MAYBE LOCATED, INCLUDING IN SUCH LICENSE REASONABLE 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 THEREOF.
(G)
AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND
IS CONTINUING, AGENT MAY APPLY THE CASH PROCEEDS OF COLLATERAL ACTUALLY RECEIVED
BY AGENT FROM ANY SALE, LEASE, FORECLOSURE OR OTHER DISPOSITION OF THE
COLLATERAL TO PAYMENT OF THE OBLIGATIONS, IN WHOLE OR IN PART AND IN ACCORDANCE
WITH THE TERMS HEREOF, WHETHER OR NOT THEN DUE OR MAY HOLD SUCH PROCEEDS AS CASH
COLLATERAL FOR THE OBLIGATIONS.
BORROWERS SHALL REMAIN LIABLE TO AGENT AND
LENDERS FOR THE PAYMENT OF ANY DEFICIENCY WITH INTEREST AT THE HIGHEST RATE
PROVIDED FOR HEREIN AND ALL COSTS AND EXPENSES OF COLLECTION OR ENFORCEMENT,
INCLUDING ATTORNEYS' FEES AND EXPENSES.
(H)
WITHOUT LIMITING THE FOREGOING, UPON THE OCCURRENCE OF A
DEFAULT OR AN EVENT OF DEFAULT AND FOR SO LONG AS THE SAME IS CONTINUING,
(I) AGENT AND LENDERS MAY, AT AGENT'S OPTION, AND UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT AT THE DIRECTION OF THE REQUIRED LENDERS, AGENT AND LENDERS
SHALL, WITHOUT NOTICE, (A) CEASE MAKING LOANS OR ARRANGING FOR LETTER OF CREDIT
ACCOMMODATIONS OR REDUCE THE LENDING FORMULAS OR AMOUNTS OF LOANS AND LETTER OF
CREDIT ACCOMMODATIONS AVAILABLE TO BORROWERS AND/OR (B) TERMINATE ANY PROVISION
OF THIS AGREEMENT PROVIDING FOR ANY FUTURE LOANS OR LETTER OF CREDIT
ACCOMMODATIONS TO BE MADE BY AGENT AND LENDERS TO BORROWERS AND (II) AGENT MAY,
AT ITS OPTION, ESTABLISH SUCH RESERVES AS AGENT
102
DETERMINES, WITHOUT LIMITATION OR RESTRICTION, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED HEREIN.
SECTION 11.
JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; GOVERNING LAW
11.1
GOVERNING LAW; CHOICE OF FORUM; SERVICE OF
PROCESS; JURY TRIAL WAIVER.
(A)
THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER FINANCING AGREEMENTS (EXCEPT AS OTHERWISE PROVIDED
THEREIN) AND ANY DISPUTE ARISING OUT OF THE RELATIONSHIP BETWEEN THE PARTIES
HERETO, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, SHALL BE GOVERNED BY