FOR
THE PURPOSE OF ENABLING AGENT TO EXERCISE RIGHTS AND REMEDIES UNDER SECTION 7
HEREOF (INCLUDING, WITHOUT LIMITING THE TERMS OF SECTION 7 HEREOF, IN ORDER TO
TAKE POSSESSION OF, COLLECT, RECEIVE, ASSEMBLE, PROCESS, APPROPRIATE, REMOVE,
REALIZE UPON, SELL, LEASE, LICENSE, ASSIGN, GIVE AN OPTION OR OPTIONS TO
PURCHASE OR OTHERWISE DISPOSE OF COLLATERAL) AT SUCH TIME AS AGENT SHALL BE
LAWFULLY ENTITLED TO EXERCISE SUCH RIGHTS AND REMEDIES, EACH GRANTOR HEREBY
GRANTS TO AGENT, FOR THE BENEFIT OF AGENT AND LENDERS, AN IRREVOCABLE,
NONEXCLUSIVE LICENSE (EXERCISABLE WITHOUT PAYMENT OF ROYALTY OR OTHER
COMPENSATION TO SUCH GRANTORS) TO USE, LICENSE OR SUBLICENSE ANY INTELLECTUAL
PROPERTY NOW OWNED OR HEREAFTER ACQUIRED BY SUCH GRANTOR, AND WHEREVER THE SAME
MAY BE LOCATED, AND INCLUDING IN SUCH LICENSE ACCESS TO ALL MEDIA IN WHICH ANY
OF THE LICENSED ITEMS MAY BE RECORDED OR STORED AND TO ALL SOFTWARE AND PROGRAMS
USED FOR THE COMPILATION OR PRINTOUT THEREOF AND AN IRREVOCABLE LICENSE
(EXERCISABLE WITHOUT PAYMENT OF RENT OR OTHER COMPENSATION TO EACH GRANTOR) TO
USE AND OCCUPY ALL REAL ESTATE OWNED OR LEASED BY GRANTOR.
9.
LIMITATION ON AGENT'S AND LENDERS' DUTY
IN RESPECT OF COLLATERAL.
AGENT AND EACH LENDER SHALL USE REASONABLE CARE WITH
RESPECT TO THE COLLATERAL IN ITS
15
POSSESSION OR UNDER ITS CONTROL.
NEITHER AGENT NOR ANY LENDER SHALL HAVE ANY
OTHER DUTY AS TO ANY COLLATERAL IN ITS POSSESSION OR CONTROL OR IN THE
POSSESSION OR CONTROL OF ANY AGENT OR NOMINEE OF AGENT OR SUCH LENDER, OR ANY
INCOME THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY
OTHER RIGHTS PERTAINING THERETO.
AGENT SHALL BE DEEMED TO HAVE EXERCISED
REASONABLE CARE IN THE CUSTODY AND PRESERVATION THE COLLATERAL IN ITS POSSESSION
IF THE COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT
ACCORDS ITS OWN PROPERTY.
AGENT SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY LOSS
OR DAMAGE TO ANY OF THE COLLATERAL, OR FOR ANY DIMINUTION IN THE VALUE THEREOF,
BY REASON OF THE ACT OR OMISSION OF ANY WAREHOUSEMEN, CARRIER, FORWARDING
AGENCY, CONSIGNEE OR OTHER AGENT OR BAILEE SELECTED BY AGENT IN GOOD FAITH.
10.
REINSTATEMENT.
THIS SECURITY AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY
PETITION BE FILED BY OR AGAINST ANY GRANTOR FOR LIQUIDATION OR REORGANIZATION,
SHOULD ANY GRANTOR BECOME INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF ANY
CREDITOR OR CREDITORS OR SHOULD A RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR
ANY SIGNIFICANT PART OF ANY GRANTOR'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE
OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF
THE OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED
OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY OBLIGEE
OF THE OBLIGATIONS, WHETHER AS A "VOIDABLE PREFERENCE," "FRAUDULENT CONVEYANCE,"
OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE HAD NOT BEEN MADE.
IN
THE EVENT THAT ANY PAYMENT, OR ANY PART