TO THE SECURED
PARTY OR ANY OTHER EXERCISE OF COLLECTION RIGHTS OR THE INSTITUTION OF ANY OTHER
LEGAL PROCEEDINGS, INCLUDING SUIT TO COLLECT ANY DEBT OR CLAIM OR THE
COMMENCEMENT OF ANY BANKRUPTCY CASE, RECEIVERSHIP
OR INSOLVENCY PROCEEDING);
(II)
NEED ONLY STATE THAT IT IS GIVEN PURSUANT TO THE PROVISIONS OF
THIS AGREEMENT AND THAT LIEN ENFORCEMENT ACTION MAY BE TAKEN BY THE PARTY GIVING
THE NOTICE, AND NEED NOT DISCLOSE OR DESCRIBE THE ACTION TO BE TAKEN; AND
(III)
SHALL BE GIVEN AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE
ON WHICH ANY ENFORCEMENT ACTION DESCRIBED ABOVE IS TAKEN, EXCEPT THAT A PARTY
MAY GIVE SUCH NOTICE PROMPTLY AFTER TAKING SUCH ENFORCEMENT ACTION IF IT IN GOOD
FAITH BELIEVES THAT IMMEDIATE ENFORCEMENT ACTION IS OR MAY BE REQUIRED TO
PROTECT ITS INTEREST IN THE PROPERTY SUBJECT TO ITS LIENS.
(C)
NO LIABILITY OR DEFENSE SHALL ARISE, NO LIEN SHALL BE LOST,
INVALIDATED OR IMPAIRED, AND NO ACTION TAKEN IN ENFORCEMENT OF A LIEN SHALL BE
ANNULLED, SET ASIDE, AFFECTED, OR IMPAIRED, AS A RESULT OF ANY NOTICE REQUIRED
BY THIS AGREEMENT NOT BEING GIVEN OR BEING DEFECTIVELY GIVEN.
SECTION 6.
CONSENT TO LICENSE OF INTELLECTUAL PROPERTY; ACCESS TO
INFORMATION; ACCESS TO REAL PROPERTY TO PROCESS AND SELL INVENTORY.
(A)
(I)
THE TERM AND NOTE COLLATERAL AGENT HEREBY (A) ACKNOWLEDGES
AND CONSENTS TO THE GRANT TO THE REVOLVER COLLATERAL AGENT BY THE CREDIT PARTIES
ON THE DATE HEREOF OF A LIMITED, NONEXCLUSIVE ROYALTY-FREE LICENSE IN THE FORM
OF ANNEX A HERETO (THE "CLOSING DATE LICENSE") AND (B) AGREES THAT ITS LIENS IN
THE TERM AND NOTE FIRST PRIORITY COLLATERAL SHALL BE SUBJECT TO THE CLOSING DATE
LICENSE.
FURTHERMORE, IN CONNECTION WITH ANY FORECLOSURE SALE CONDUCTED IN
FORECLOSURE OF ANY LIEN ON THE TERM AND NOTE FIRST PRIORITY COLLATERAL, OR ANY
PART THEREOF, THE TERM AND NOTE COLLATERAL AGENT HEREBY AGREES THAT (X) ANY
NOTICE REQUIRED TO BE GIVEN BY THE TERM AND NOTE COLLATERAL AGENT IN CONNECTION
WITH SUCH FORECLOSURE SALE SHALL CONTAIN AN ACKNOWLEDGEMENT THAT SUCH TERM AND
NOTE COLLATERAL AGENT'S LIEN IS SUBJECT TO THE CLOSING DATE LICENSE AND (Y) IT
SHALL DELIVER A COPY OF THE CLOSING DATE LICENSE TO ANY PURCHASER AT SUCH
14
FORECLOSURE AND INFORM SUCH PURCHASER THAT SUCH TERM AND NOTE COLLATERAL AGENT'S
LIEN IS SUBJECT TO THE CLOSING DATE LICENSE.
(II)
IF SO REQUIRED BY ANY COLLATERAL AGENT (THE "REQUESTING AGENT"), EACH
OTHER COLLATERAL AGENT (THE "RESPONDING AGENT") SHALL DELIVER ITS WRITTEN
CONSENT (GIVEN WITHOUT ANY REPRESENTATION, WARRANTY, OR OBLIGATION WHATSOEVER)
TO ANY GRANT BY ANY CREDIT PARTY TO THE REQUESTING AGENT OF A LIMITED,
NON-EXCLUSIVE ROYALTY-FREE LICENSE TO USE ANY PATENT, TRADEMARK, OR PRIORITY
INFORMATION OF OBLIGOR THAT IS SUBJECT TO A LIEN HELD BY SUCH RESPONDING AGENT,
IN CONNECTION WITH THE ENFORCEMENT OF ANY LIEN HELD BY THE REQUESTING AGENT UPON
ANY OF THE REVOLVER FIRST PRIORITY COLLATERAL OR THE TERM AND NOTE FIRST
PRIORITY COLLATERAL, AS APPLICABLE, IN ACCORDANCE WITH THE TERMS HEREOF, AND TO
THE