COURT OF COMPETENT JURISDICTION MAY DIRECT.
8.8
LICENSE OF INTELLECTUAL PROPERTY. EACH
OBLIGOR HEREBY ASSIGNS, TRANSFERS AND CONVEYS TO AGENT, FOR THE BENEFIT OF AGENT
AND LENDERS, EFFECTIVE UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT HEREUNDER,
THE NON-EXCLUSIVE RIGHT AND LICENSE TO USE ALL INTELLECTUAL PROPERTY OWNED OR
USED BY SUCH OBLIGOR TOGETHER WITH ANY GOODWILL ASSOCIATED THEREWITH, ALL TO THE
EXTENT NECESSARY TO ENABLE AGENT TO REALIZE ON THE COLLATERAL AND ANY SUCCESSOR
OR ASSIGN TO ENJOY THE BENEFITS OF THE COLLATERAL.
THIS RIGHT AND LICENSE SHALL
INURE TO THE BENEFIT OF ALL SUCCESSORS, ASSIGNS AND TRANSFEREES OF AGENT AND ITS
SUCCESSORS, ASSIGNS AND TRANSFEREES, WHETHER BY VOLUNTARY CONVEYANCE, OPERATION
OF LAW, ASSIGNMENT, TRANSFER, FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR
OTHERWISE.
SUCH RIGHT AND LICENSE IS GRANTED FREE OF CHARGE.
8.9
WAIVERS; NON-EXCLUSIVE REMEDIES.
NO FAILURE
ON THE PART OF AGENT OR ANY LENDER TO EXERCISE, AND NO DELAY IN EXERCISING AND
NO COURSE OF DEALING WITH RESPECT TO, ANY RIGHT UNDER THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE BY AGENT OR ANY LENDER OF ANY RIGHT UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT.
THE RIGHTS IN THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS ARE CUMULATIVE AND SHALL IN NO WAY LIMIT ANY OTHER REMEDIES PROVIDED
BY LAW.
SECTION 9.
AGENT
9.1
AGENT.
(A)
APPOINTMENT.
EACH LENDER HERETO AND, UPON
OBTAINING AN INTEREST IN ANY LOAN, ANY PARTICIPANT, TRANSFEREE OR OTHER ASSIGNEE
OF ANY LENDER IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES GE CAPITAL AS
AGENT TO TAKE SUCH ACTIONS OR REFRAIN FROM TAKING SUCH ACTION AS ITS AGENT ON
ITS BEHALF AND TO EXERCISE SUCH POWERS HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS AS ARE DELEGATED BY THE TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH
POWERS AS ARE REASONABLY INCIDENTAL THERETO.
NEITHER THE AGENT NOR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY ACTION SO
TAKEN.
THE PROVISIONS OF THIS SUBSECTION 9.1 ARE SOLELY FOR THE BENEFIT OF
AGENT AND LENDERS AND NO OBLIGOR NOR ANY OTHER LOAN PARTY SHALL HAVE ANY RIGHTS
AS A THIRD PARTY BENEFICIARY OF ANY OF THE PROVISIONS HEREOF.
IN PERFORMING ITS
FUNCTIONS AND DUTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AGENT
SHALL ACT SOLELY AS AGENT OF LENDERS AND DOES NOT ASSUME AND SHALL NOT BE DEEMED
TO HAVE ASSUMED ANY OBLIGATION TOWARD OR RELATIONSHIP OF AGENCY OR TRUST WITH OR
FOR ANY OBLIGOR OR ANY OTHER LOAN PARTY.
AGENT MAY PERFORM ANY OF ITS DUTIES
HEREUNDER, OR UNDER THE LOAN DOCUMENTS, BY OR THROUGH ITS AGENTS OR EMPLOYEES.
FOR THE PURPOSES OF HOLDING ANY SECURITY GRANTED BY ANY LOAN PARTY PURSUANT TO
THE LAWS OF THE PROVINCE OF QUEBEC, AGENT SHALL BE THE HOLDER OF AN IRREVOCABLE
POWER OF ATTORNEY FOR ALL PRESENT AND FUTURE LENDERS.
BY EXECUTING AN
ASSIGNMENT AND ACCEPTANCE AGREEMENT, ANY FUTURE LENDER