ARE PERMITTED TO BE MADE BY THE BORROWER
OR THE SERVICER THEREUNDER.
(F)
LICENSE FOR USE OF SOFTWARE AND OTHER INTELLECTUAL PROPERTY.
UNLESS EXPRESSLY PROHIBITED BY THE LICENSOR THEREOF OR ANY PROVISION OF
APPLICABLE LAW, IF ANY, THE BORROWER HEREBY GRANTS TO THE ADMINISTRATIVE AGENT
ON BEHALF OF THE LENDERS A LIMITED LICENSE TO USE, WITHOUT CHARGE, THE
BORROWER'S RIGHTS TO USE ITS OWN AND THE SERVICER'S COMPUTER PROGRAMS, SOFTWARE,
PRINTOUTS AND OTHER COMPUTER MATERIALS, TECHNICAL KNOWLEDGE OR PROCESSES, DATA
BASES, MATERIALS, TRADEMARKS, REGISTERED TRADEMARKS, TRADEMARK APPLICATIONS,
SERVICE MARKS, REGISTERED SERVICE MARKS, SERVICE MARK APPLICATIONS, PATENTS,
PATENT APPLICATIONS, TRADE NAMES, RIGHTS OF USE OF ANY NAME, LABELS, FICTITIOUS
NAMES, INVENTIONS, DESIGNS, TRADE SECRETS, GOODWILL, REGISTRATIONS, COPYRIGHTS,
COPYRIGHT APPLICATIONS, PERMITS, LICENSES, FRANCHISES, CUSTOMER LISTS, CREDIT
FILES, CORRESPONDENCE, AND ADVERTISING MATERIALS OR ANY PROPERTY OF A SIMILAR
NATURE, AS IT PERTAINS TO THE BORROWER COLLATERAL, OR ANY RIGHTS TO ANY OF THE
FOREGOING, ONLY AS REASONABLY REQUIRED IN CONNECTION WITH THE COLLECTION OF THE
TRANSFERRED RECEIVABLES AND THE ADVERTISING FOR SALE, AND SELLING ANY OF THE
BORROWER COLLATERAL, OR EXERCISING OF ANY OTHER REMEDIES HERETO, AND THE
BORROWER AGREES THAT ITS RIGHTS UNDER ALL LICENSES AND FRANCHISE AGREEMENTS
SHALL INURE TO THE ADMINISTRATIVE AGENT'S BENEFIT (ON BEHALF OF THE LENDERS) FOR
PURPOSES OF THE LICENSE GRANTED HEREIN.
EXCEPT UPON THE OCCURRENCE AND DURING
THE CONTINUATION OF A TERMINATION EVENT, THE ADMINISTRATIVE AGENT AND THE
LENDERS AGREE NOT TO USE ANY SUCH LICENSE WITHOUT GIVING THE BORROWER PRIOR
WRITTEN NOTICE.
ARTICLE VIII.
TERMINATION EVENTS
SECTION 8.01.
TERMINATION EVENTS.
IF ANY OF THE FOLLOWING EVENTS (EACH, A
"TERMINATION EVENT") SHALL OCCUR (REGARDLESS OF THE REASON THEREFOR):
(A)
(I) THE BORROWER SHALL FAIL TO PAY, (A) ANY INSTALLMENT OR OTHER
PAYMENT OF PRINCIPAL OF ANY ADVANCE WHEN DUE, OR TO REPAY ADVANCES TO REDUCE
THEIR BALANCE TO THE
39
maximum amount of Revolving Loans then permitted to be outstanding when due or
(B) within three (3) Business Days after the due date, any interest on any
Advances, any other Borrower Obligations or any other amount due under this
Agreement or any of the other Related Documents or (ii) any Transaction Party
shall fail to pay, within three (3) Business Days after the due date, any amount
due under the Sale Agreement or any of the other Related Documents; provided,
that no Termination Event shall occur if such any failure to pay arises solely
as a result of the failure of the Administrative Agent to make transfers of
amounts available in the Agent Account on any Settlement Date in accordance with
Section 2.08; or
(B)
(I) THE BORROWER OR ANY TRANSACTION PARTY SHALL FAIL OR NEGLECT TO
PERFORM, KEEP OR OBSERVE ANY REQUIREMENT SET FORTH IN SECTION 5.01(C) OR
SECTION 5.03 OF THIS AGREEMENT OR SECTION 4.02(L) OR SECTION 4.03 OF THE SALE
AGREEMENT, (II) THE BORROWER OR ANY TRANSACTION PARTY SHALL FAIL OR NEGLECT TO
PERFORM, KEEP OR OBSERVE ANY REQUIREMENT SET FORTH IN SECTION 5.02 OF THIS
AGREEMENT AND THE SAME SHALL REMAIN