WHICH EACH PLEDGOR HEREBY AGREES SHALL BE REASONABLE
NOTICE OF SUCH SALE OR OTHER DISPOSITION.
AT ANY SUCH SALE OR OTHER
DISPOSITION, AGENT MAY, TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PURCHASE
THE WHOLE OR ANY PART OF THE INTELLECTUAL PROPERTY SOLD, FREE FROM ANY RIGHT OF
REDEMPTION ON THE PART OF PLEDGOR, WHICH RIGHT IS HEREBY WAIVED AND RELEASED.
THE AGENT SHALL ENDEAVOR TO PROVIDE THE ISSUER WITH NOTICE AT OR ABOUT THE TIME
OF THE EXERCISE OF REMEDIES IN THE PRECEDING SENTENCE, PROVIDED THAT THE FAILURE
TO PROVIDE SUCH NOTICE SHALL NOT IN ANY WAY COMPROMISE OR ADVERSELY AFFECT THE
EXERCISE OF SUCH REMEDIES OR THE AGENT'S RIGHTS HEREUNDER.
8.
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING,
PLEDGOR HEREBY AUTHORIZES AND EMPOWERS AGENT TO MAKE, CONSTITUTE AND APPOINT ANY
OFFICER OR AGENT OF AGENT, AS AGENT MAY SELECT IN ITS EXCLUSIVE DISCRETION, AS
SUCH PLEDGOR'S TRUE AND LAWFUL ATTORNEY-IN-FACT, WITH THE POWER TO ENDORSE SUCH
PLEDGOR'S NAME ON ALL APPLICATIONS, DOCUMENTS, PAPERS AND INSTRUMENTS NECESSARY
FOR AGENT TO USE THE INTELLECTUAL PROPERTY, OR TO GRANT OR ISSUE, ON
COMMERCIALLY REASONABLE TERMS, ANY EXCLUSIVE OR NONEXCLUSIVE LICENSE UNDER THE
INTELLECTUAL PROPERTY TO ANY THIRD PERSON, OR NECESSARY FOR AGENT TO ASSIGN,
PLEDGE, CONVEY OR OTHERWISE TRANSFER TITLE IN OR DISPOSE, ON COMMERCIALLY
REASONABLE TERMS, OF THE INTELLECTUAL PROPERTY TO ANY THIRD PERSON.
EACH
PLEDGOR HEREBY RATIFIES ALL THAT SUCH ATTORNEY SHALL LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.
THIS POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST,
SHALL BE IRREVOCABLE FOR THE LIFE OF THIS AGREEMENT.
9.
ANY AND ALL FEES, COSTS AND EXPENSES, OF WHATEVER KIND OR NATURE,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY AGENT IN
CONNECTION WITH THE PREPARATION OF THIS AGREEMENT AND ALL OTHER DOCUMENTS
RELATING HERETO AND THE CONSUMMATION OF THIS TRANSACTION, THE FILING OR
RECORDING OF ANY DOCUMENTS (INCLUDING ALL TAXES IN CONNECTION THEREWITH) IN
PUBLIC OFFICES, THE PAYMENT OR DISCHARGE OF ANY TAXES, COUNSEL FEES, MAINTENANCE
FEES, ENCUMBRANCES, THE PROTECTION, MAINTENANCE OR PRESERVATION OF THE
INTELLECTUAL PROPERTY, OR THE DEFENSE OR PROSECUTION OF ANY ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATED TO THE INTELLECTUAL PROPERTY, SHALL BE
BORNE AND PAID BY PLEDGOR WITHIN FIFTEEN (15) DAYS OF DEMAND BY AGENT.
10.
NO COURSE OF DEALING BETWEEN PLEDGOR AND AGENT, NOR ANY FAILURE TO
EXERCISE NOR ANY DELAY IN EXERCISING, ON THE PART OF AGENT, ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER OR UNDER THE SECURED NOTE INDENTURE OR OTHER NOTEHOLDER
DOCUMENTS SHALL OPERATE AS A WAIVER OF SUCH RIGHT, POWER OR PRIVILEGE, NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR
THEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, POWER OR PRIVILEGE.
11.
ALL OF AGENT'S RIGHTS AND REMEDIES WITH RESPECT TO THE
INTELLECTUAL PROPERTY, WHETHER ESTABLISHED HEREBY, BY THE SECURITY AGREEMENT OR
BY THE SECURED NOTE INDENTURE OR BY ANY OTHER AGREEMENTS OR BY LAW, SHALL BE
CUMULATIVE AND MAY