THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.
(B)
REMEDIES. UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY SUCH
EVENT OF DEFAULT, COLLATERAL AGENT SHALL HAVE THE RIGHTS OF A SECURED CREDITOR
UNDER THE UCC, ALL RIGHTS GRANTED BY THIS SECURITY AGREEMENT AND BY LAW,
INCLUDING THE RIGHT TO:
(A) REQUIRE COMPANY TO ASSEMBLE THE COLLATERAL AND MAKE
IT AVAILABLE TO COLLATERAL AGENT AND THE PURCHASERS AT A PLACE TO BE DESIGNATED
BY COLLATERAL AGENT AND THE PURCHASERS; (B) PRIOR TO THE DISPOSITION OF THE
COLLATERAL, STORE, PROCESS, REPAIR OR RECONDITION IT OR OTHERWISE PREPARE IT FOR
DISPOSITION IN ANY MANNER AND TO THE EXTENT COLLATERAL AGENT AND THE PURCHASERS
DEEM APPROPRIATE; AND (C) SELL OR DISPOSE OF THE COLLATERAL
3
PURSUANT TO A SALE UNDER THE UCC, IF APPLICABLE. COMPANY HEREBY AGREES THAT TEN
(10) DAYS' NOTICE OF ANY INTENDED SALE OR DISPOSITION OF ANY COLLATERAL IS
REASONABLE. IN FURTHERANCE OF COLLATERAL AGENT 'S RIGHTS HEREUNDER, COMPANY
HEREBY GRANTS TO COLLATERAL AGENT AN IRREVOCABLE, NON-EXCLUSIVE LICENSE,
EXERCISABLE WITHOUT ROYALTY OR OTHER PAYMENT BY COLLATERAL AGENT, AND ONLY IN
CONNECTION WITH THE EXERCISE OF REMEDIES HEREUNDER, TO USE, LICENSE OR
SUBLICENSE ANY PATENT, TRADEMARK, TRADE NAME, COPYRIGHT OR OTHER INTELLECTUAL
PROPERTY IN WHICH COMPANY NOW OR HEREAFTER HAS ANY RIGHT, TITLE OR INTEREST
TOGETHER WITH THE RIGHT OF ACCESS TO ALL MEDIA IN WHICH ANY OF THE FOREGOING
MAY BE RECORDED OR STORED.
(C)
APPLICATION OF COLLATERAL PROCEEDS. THE PROCEEDS AND/OR AVAILS OF
THE COLLATERAL, OR ANY PART THEREOF, AND THE PROCEEDS AND THE AVAILS OF ANY
REMEDY HEREUNDER (AS WELL AS ANY OTHER AMOUNTS OF ANY KIND HELD BY COLLATERAL
AGENT AT THE TIME OF, OR RECEIVED BY COLLATERAL AGENT AFTER, THE OCCURRENCE OF
AN EVENT OF DEFAULT) SHALL BE PAID TO AND APPLIED AS FOLLOWS:
(I)
FIRST, TO THE PAYMENT OF REASONABLE COSTS AND
EXPENSES, INCLUDING ALL AMOUNTS EXPENDED TO PRESERVE THE VALUE OF THE
COLLATERAL, OF FORECLOSURE OR SUIT, IF ANY, AND OF SUCH SALE AND THE EXERCISE OF
ANY OTHER RIGHTS OR REMEDIES, AND OF ALL PROPER FEES, EXPENSES, LIABILITY AND
ADVANCES, INCLUDING REASONABLE LEGAL EXPENSES AND ATTORNEYS' FEES, INCURRED OR
MADE HEREUNDER BY COLLATERAL AGENT;
(II)
SECOND, TO THE PAYMENT TO EACH PURCHASER OF THE AMOUNT
THEN OWING OR UNPAID ON SUCH PURCHASER'S NOTE, AND IN CASE SUCH PROCEEDS SHALL
BE INSUFFICIENT TO PAY IN FULL THE WHOLE AMOUNT SO DUE, OWING OR UNPAID UPON
SUCH NOTE, THEN ITS PRO RATA SHARE (AS DEFINED BELOW) OF THE AMOUNT REMAINING TO
BE DISTRIBUTED (TO BE APPLIED FIRST TO ACCRUED INTEREST AND SECOND TO
OUTSTANDING PRINCIPAL);
(III)
THIRD, TO THE PAYMENT OF OTHER AMOUNTS THEN PAYABLE TO EACH
PURCHASER UNDER ANY OF THE FINANCING DOCUMENTS, AND IN CASE SUCH PROCEEDS SHALL
BE INSUFFICIENT TO PAY IN FULL THE WHOLE AMOUNT SO DUE, OWING OR UNPAID UNDER
SUCH FINANCING DOCUMENTS, THEN ITS PRO RATA SHARE OF THE AMOUNT REMAINING TO BE
DISTRIBUTED; AND
(IV)
FOURTH, TO THE PAYMENT OF THE SURPLUS, IF ANY,