PLEDGEE UNDER THE PLEDGE AGREEMENT;
(2)
SECOND, TO THE EXTENT PROCEEDS REMAIN AFTER
THE APPLICATION PURSUANT TO PRECEDING CLAUSE (I), AN AMOUNT EQUAL TO THE
OUTSTANDING OBLIGATIONS TO THE SECURED CREDITORS SHALL BE PAID TO THE SECURED
CREDITORS, WITH EACH SECURED CREDITOR RECEIVING AN AMOUNT EQUAL TO ITS
OUTSTANDING OBLIGATIONS OR, IF THE PROCEEDS ARE INSUFFICIENT TO PAY IN FULL ALL
SUCH OBLIGATIONS, ITS PRO RATA SHARE OF THE AMOUNT REMAINING TO BE DISTRIBUTED
TO BE APPLIED, WITH RESPECT TO THE OBLIGATIONS, FIRSTLY, TO THE PAYMENT OF
INTEREST IN RESPECT OF THE UNPAID PRINCIPAL AMOUNT OF LOANS OUTSTANDING,
SECONDLY, TO THE PAYMENT OF PRINCIPAL OF LOANS OUTSTANDING, THEN TO THE OTHER
OBLIGATIONS; AND
(3)
THIRD, TO THE EXTENT PROCEEDS REMAIN AFTER
THE APPLICATION PURSUANT TO THE PRECEDING CLAUSES (I) AND (II) AND FOLLOWING THE
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 7.10 HEREOF, TO THE RELEVANT
GRANTOR OR, TO THE EXTENT DIRECTED BY SUCH GRANTOR OR A COURT OF COMPETENT
JURISDICTION, TO WHOMEVER MAY BE LAWFULLY ENTITLED TO RECEIVE SUCH SURPLUS.
(B)
FOR PURPOSES OF THIS AGREEMENT, "PRO RATA
SHARE" SHALL MEAN, WHEN CALCULATING A SECURED CREDITOR'S PORTION OF ANY
DISTRIBUTION OR AMOUNT, THE AMOUNT (EXPRESSED AS A PERCENTAGE) EQUAL TO A
FRACTION THE NUMERATOR OF WHICH IS THE THEN OUTSTANDING AMOUNT OF THE RELEVANT
OBLIGATIONS OWED SUCH SECURED CREDITOR AND THE DENOMINATOR OF WHICH IS THE THEN
OUTSTANDING AMOUNT OF ALL OBLIGATIONS.
(C)
ALL PAYMENTS REQUIRED TO BE MADE TO THE
SECURED CREDITORS HEREUNDER SHALL BE MADE TO THE ADMINISTRATIVE AGENT FOR THE
ACCOUNT OF THE RESPECTIVE SECURED CREDITORS.
(D)
IT IS UNDERSTOOD THAT EACH GRANTOR SHALL
REMAIN JOINTLY AND SEVERALLY LIABLE TO THE EXTENT OF ANY DEFICIENCY BETWEEN
(X) THE AMOUNT OF THE OBLIGATIONS FOR WHICH IT IS LIABLE DIRECTLY OR AS A
GUARANTOR THAT ARE SATISFIED WITH PROCEEDS OF THE COLLATERAL AND (Y) THE
AGGREGATE OUTSTANDING AMOUNT OF THE OBLIGATIONS.
SECTION 6.03.
Grant of License to Use Intellectual Property.
For the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Article at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby grants to the
Collateral Agent a nonexclusive license (exercisable without payment of royalty
or other compensation to the Grantors) to use, license or sublicense any of the
Collateral, except to the extent that such license may not be granted as a
result of a pre-existing exclusive license arrangement, consisting of
Intellectual Property now owned or hereafter acquired by such 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
and to all computer
21
software and programs used for the compilation or printout thereof.
The use of
such license by the Collateral Agent shall be exercised, at the option of the
Collateral Agent, after the occurrence and during the continuation of an Event
of Default; provided that any license, sublicense or