SUCH APPLICATION AND AFTER THE PAYMENT BY THE SECURED
PARTY OF ANY OTHER AMOUNT REQUIRED BY ANY PROVISION OF LAW, INCLUDING, WITHOUT
LIMITATION, SECTION 9-615 OF THE CODE, NEED THE SECURED PARTY ACCOUNT FOR THE
SURPLUS, IF ANY, TO THE GRANTORS.
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH GRANTOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE
SECURED PARTY ARISING OUT OF THE EXERCISE BY THE SECURED PARTY OF ANY OF ITS
RIGHTS HEREUNDER.
IF ANY NOTICE OF A PROPOSED SALE OR OTHER DISPOSITION OF
COLLATERAL SHALL BE REQUIRED BY LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE AND
PROPER IF GIVEN AT LEAST 10 DAYS BEFORE SUCH SALE OR OTHER DISPOSITION.
EACH
GRANTOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE OR
OTHER DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO PAY THE OBLIGATIONS AND
THE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY THE SECURED PARTY TO
COLLECT SUCH DEFICIENCY.
10.
GRANT OF LICENSE TO USE PATENT, TRADEMARK AND COPYRIGHT
COLLATERAL.
FOR THE PURPOSE OF ENABLING THE SECURED PARTY TO EXERCISE RIGHTS
AND REMEDIES UNDER SECTION 9 HEREOF AT SUCH TIME AS THE SECURED PARTY SHALL BE
LAWFULLY ENTITLED TO EXERCISE SUCH RIGHTS AND REMEDIES, EACH GRANTOR HEREBY
GRANTS TO THE SECURED PARTY AN IRREVOCABLE, NON-EXCLUSIVE LICENSE (EXERCISABLE
WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO ANY GRANTOR) TO USE, LICENSE
OR SUBLICENSE ANY OF THE COPYRIGHTS, PATENTS AND TRADEMARKS, NOW OWNED OR
HEREAFTER ACQUIRED BY ANY GRANTOR, AND WHEREVER THE SAME MAY BE LOCATED, AND
INCLUDING IN SUCH LICENSE REASONABLE ACCESS TO ALL MEDIA IN WHICH ANY OF THE
LICENSED ITEMS MAY BE RECORDED OR STORED.
THE USE OF SUCH LICENSE BY THE
SECURED PARTY SHALL BE EXERCISED, AT THE OPTION OF THE SECURED PARTY FOR ANY
PURPOSE APPROPRIATE IN CONNECTION WITH THE EXERCISE OF REMEDIES HEREUNDER, ONLY
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT; PROVIDED
THAT ANY LICENSE, SUBLICENSE OR OTHER TRANSACTION ENTERED INTO BY THE SECURED
PARTY IN ACCORDANCE HEREWITH SHALL BE BINDING UPON EACH GRANTOR NOTWITHSTANDING
ANY SUBSEQUENT CURE OF AN EVENT OF DEFAULT.
THE SECURED PARTY AGREES TO APPLY
THE NET PROCEEDS RECEIVED FROM ANY LICENSE AS PROVIDED IN SECTION 8 HEREOF.
11.
LIMITATION ON DUTIES REGARDING PRESENTATION OF COLLATERAL.
THE
SECURED PARTY'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL
PRESERVATION OF THE COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207 OF THE
CODE OR OTHERWISE, SHALL BE TO DEAL WITH IT IN THE SAME MANNER AS THE SECURED
PARTY DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT. NEITHER THE SECURED PARTY
NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR ADVISORS SHALL BE
LIABLE FOR FAILURE TO DEMAND, COLLECT OR REALIZE UPON ALL OR ANY PART OF THE
COLLATERAL OR FOR ANY DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL
OR OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF ANY GRANTOR OR ANY
OTHER PERSON OR TO TAKE ANY
14
OTHER ACTION WHATSOEVER