PARTY'S LIEN HEREUNDER.
(D)
ANY LEVY UPON, SEIZURE OR ATTACHMENT OF ANY OF THE COLLATERAL
WHICH SHALL NOT HAVE BEEN RESCINDED OR WITHDRAWN WITHIN THIRTY (30) DAYS OF SUCH
EVENT.
SECTION 10
REMEDIES.
(A)
UPON THE OCCURRENCE AND CONTINUANCE OF ANY EVENT OF DEFAULT,
SECURED PARTY MAY DECLARE ANY OF THE OBLIGATIONS TO BE IMMEDIATELY DUE AND
PAYABLE AND SHALL HAVE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES GRANTED TO
IT IN THIS AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER DOCUMENT, ALL RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE UCC AND OTHER APPLICABLE LAWS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, (I) SECURED PARTY MAY SECURE THE
APPOINTMENT OF A RECEIVER OF THE COLLATERAL OR ANY PART THEREOF (TO THE EXTENT
AND IN THE MANNER PROVIDED BY APPLICABLE LAW); (II) SECURED PARTY MAY SELL,
RESELL, LEASE, USE, ASSIGN, LICENSE, SUBLICENSE, TRANSFER OR OTHERWISE DISPOSE
OF ANY OR ALL OF THE COLLATERAL IN ITS THEN CONDITION OR FOLLOWING ANY
COMMERCIALLY REASONABLE PREPARATION OR PROCESSING (UTILIZING IN CONNECTION
THEREWITH ANY OF GRANTOR'S ASSETS, WITHOUT CHARGE OR LIABILITY TO SECURED PARTY
THEREFOR) AT PUBLIC OR PRIVATE SALE, BY ONE OR MORE CONTRACTS, AT THE SAME OR
DIFFERENT TIMES, FOR CASH OR CREDIT, OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION
OF ANY CREDIT RISK, ALL AS SECURED PARTY DEEMS ADVISABLE; PROVIDED, HOWEVER,
THAT GRANTOR SHALL BE CREDITED WITH THE NET PROCEEDS OF SALE ONLY WHEN SUCH
PROCEEDS ARE FINALLY COLLECTED BY SECURED PARTY.
SECURED PARTY SHALL HAVE THE
RIGHT UPON ANY SUCH PUBLIC SALE, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY
SUCH PRIVATE SALE, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD,
FREE OF ANY RIGHT OR EQUITY OF REDEMPTION, WHICH RIGHT OR EQUITY OF REDEMPTION
GRANTOR HEREBY RELEASES, TO THE EXTENT PERMITTED BY LAW.
SECURED PARTY SHALL
GIVE GRANTOR SUCH NOTICE OF ANY PRIVATE OR PUBLIC SALES AS MAY BE REQUIRED BY
THE UCC OR OTHER APPLICABLE LAW.
(B)
SOLELY FOR THE PURPOSE OF ENABLING SECURED PARTY TO EXERCISE ITS
RIGHTS AND REMEDIES UNDER THIS SECTION 10 OR OTHERWISE IN CONNECTION WITH THIS
AGREEMENT, GRANTOR HEREBY GRANTS TO SECURED PARTY AN IRREVOCABLE, NON-EXCLUSIVE
AND ASSIGNABLE LICENSE (EXERCISABLE WITHOUT PAYMENT OR
7
ROYALTY OR OTHER COMPENSATION TO GRANTOR) TO USE, LICENSE OR SUBLICENSE ANY
INTELLECTUAL PROPERTY COLLATERAL.
(C)
SECURED PARTY HAS NO 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 GRANTOR.
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