TO SECURED PARTY AN IRREVOCABLE, NON-EXCLUSIVE AND
ASSIGNABLE LICENSE (EXERCISABLE WITHOUT PAYMENT OR ROYALTY OR OTHER COMPENSATION
TO SUCH GRANTOR) TO USE, LICENSE OR SUBLICENSE ANY INTELLECTUAL PROPERTY
11
COLLATERAL TO THE EXTENT SUCH GRANT IS NOT PROHIBITED WITH RESPECT TO SUCH
INTELLECTUAL PROPERTY COLLATERAL.
(C)
SECURED PARTY SHALL NOT HAVE ANY OBLIGATION TO CLEAN UP OR
OTHERWISE PREPARE THE COLLATERAL FOR SALE. SECURED PARTY SHALL NOT HAVE ANY
OBLIGATION TO ATTEMPT TO SATISFY THE OBLIGATIONS BY COLLECTING THEM FROM ANY
OTHER PERSON LIABLE FOR THEM, AND SECURED PARTY MAY RELEASE, MODIFY OR WAIVE ANY
COLLATERAL PROVIDED BY ANY OTHER PERSON TO SECURE ANY OF THE OBLIGATIONS, ALL
WITHOUT AFFECTING SECURED PARTY'S RIGHTS AGAINST ANY GRANTOR. EACH GRANTOR
WAIVES ANY RIGHT IT MAY HAVE TO REQUIRE SECURED PARTY TO PURSUE ANY THIRD PERSON
FOR ANY OF THE OBLIGATIONS. SECURED PARTY MAY COMPLY WITH ANY APPLICABLE STATE
OR FEDERAL LAW REQUIREMENTS IN CONNECTION WITH A DISPOSITION OF THE COLLATERAL
AND COMPLIANCE WILL NOT BE CONSIDERED ADVERSELY TO AFFECT THE COMMERCIAL
REASONABLENESS OF ANY SALE OF THE COLLATERAL. SECURED PARTY MAY SELL THE
COLLATERAL WITHOUT GIVING ANY WARRANTIES AS TO THE COLLATERAL. SECURED PARTY MAY
SPECIFICALLY DISCLAIM ANY WARRANTIES OF TITLE OR THE LIKE. THIS PROCEDURE WILL
NOT BE CONSIDERED ADVERSELY TO AFFECT THE COMMERCIAL REASONABLENESS OF ANY SALE
OF THE COLLATERAL. IF SECURED PARTY SELLS ANY OF THE COLLATERAL UPON CREDIT, THE
GRANTORS WILL BE CREDITED ONLY WITH PAYMENTS ACTUALLY MADE BY THE PURCHASER,
RECEIVED BY SECURED PARTY AND APPLIED TO THE INDEBTEDNESS OF THE PURCHASER. IN
THE EVENT THE PURCHASER FAILS TO PAY FOR THE COLLATERAL, SECURED PARTY MAY
RESELL THE COLLATERAL, AND THE GRANTORS SHALL BE CREDITED WITH THE PROCEEDS OF
THE SALE.
(D)
TO THE EXTENT ANY GRANTOR USES THE PROCEEDS OF ANY OF THE
OBLIGATIONS TO PURCHASE COLLATERAL, SUCH GRANTOR'S REPAYMENT OF THE OBLIGATIONS
SHALL APPLY ON A "FIRST-IN, FIRST-OUT" BASIS SO THAT THE PORTION OF THE
OBLIGATIONS USED TO PURCHASE A PARTICULAR ITEM OF COLLATERAL SHALL BE PAID IN
THE CHRONOLOGICAL ORDER THE GRANTORS PURCHASED THE COLLATERAL.
(E)
THE CASH PROCEEDS ACTUALLY RECEIVED FROM THE SALE OR OTHER
DISPOSITION OR COLLECTION OF COLLATERAL, AND ANY OTHER AMOUNTS RECEIVED IN
RESPECT OF THE COLLATERAL THE APPLICATION OF WHICH IS NOT OTHERWISE PROVIDED FOR
HEREIN, SHALL BE APPLIED FIRST, TO THE PAYMENT OF THE FEES, COSTS AND EXPENSES
OF SECURED PARTY IN EXERCISING OR ENFORCING ITS RIGHTS HEREUNDER AND IN
COLLECTING OR ATTEMPTING TO COLLECT ANY OF THE COLLATERAL, AND TO THE PAYMENT OF
ALL OTHER AMOUNTS PAYABLE TO SECURED PARTY WITH RESPECT TO THE LOAN DOCUMENTS
(OTHER THAN PRINCIPAL AND INTEREST); AND SECOND, TO THE PAYMENT OF THE
OBLIGATIONS. ANY SURPLUS THEREOF WHICH EXISTS AFTER PAYMENT AND PERFORMANCE IN
FULL OF THE OBLIGATIONS SHALL BE PROMPTLY PAID OVER TO THE GRANTORS OR OTHERWISE
DISPOSED OF IN ACCORDANCE WITH THE UCC OR OTHER APPLICABLE LAW. EACH GRANTOR
SHALL REMAIN LIABLE TO SECURED PARTY FOR ANY DEFICIENCY WHICH EXISTS AFTER ANY
SALE OR OTHER DISPOSITION OR COLLECTION OF