REMEDIES WITH RESPECT TO ANY COLLATERAL THEREFOR OR ANY DIRECT OR INDIRECT
GUARANTEE THEREOF, (II) MARSHAL THE COLLATERAL OR ANY GUARANTEE OF THE SECURED
OBLIGATIONS OR TO RESORT TO THE COLLATERAL OR ANY SUCH GUARANTEE IN ANY
PARTICULAR ORDER, OR (III) EFFECT A PUBLIC SALE OF ANY COLLATERAL.
(G)
EACH GRANTOR RECOGNIZES THAT THE AGENT MAY
BE UNABLE TO EFFECT A PUBLIC SALE OF ANY OR ALL THE PLEDGED COLLATERAL AND MAY
BE COMPELLED TO RESORT TO ONE OR MORE PRIVATE SALES THEREOF.
EACH GRANTOR ALSO
ACKNOWLEDGES THAT ANY PRIVATE SALE MAY RESULT IN PRICES AND OTHER TERMS LESS
FAVORABLE TO THE SELLER THAN IF SUCH SALE WERE A PUBLIC SALE AND,
NOTWITHSTANDING SUCH CIRCUMSTANCES, AGREES THAT ANY SUCH PRIVATE SALE SHALL NOT
BE DEEMED TO HAVE BEEN MADE IN A COMMERCIALLY UNREASONABLE MANNER SOLELY BY
VIRTUE OF SUCH SALE BEING PRIVATE.
THE AGENT SHALL BE UNDER NO OBLIGATION TO
DELAY A SALE OF ANY OF THE PLEDGED COLLATERAL FOR THE PERIOD OF TIME NECESSARY
TO PERMIT ANY GRANTOR OR THE ISSUER OF THE PLEDGED COLLATERAL TO REGISTER SUCH
SECURITIES FOR PUBLIC SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER APPLICABLE STATE SECURITIES LAWS, EVEN IF ANY GRANTOR AND THE ISSUER WOULD
AGREE TO DO SO (IT BEING ACKNOWLEDGED AND AGREED THAT NO GRANTOR SHALL HAVE ANY
OBLIGATION HEREUNDER TO DO SO).
(H)
NOTWITHSTANDING THE FOREGOING, ANY RIGHT'S
AND REMEDIES PROVIDED IN THIS SECTION 5.1 SHALL BE SUBJECT TO THE INTERCREDITOR
AGREEMENT.
18
Section 5.2.
Grantor's Obligations Upon
Default.
Upon the request of the Agent after the occurrence and during the
continuance of an Event of Default, each Grantor will:
(A)
ASSEMBLE AND MAKE AVAILABLE TO THE AGENT
THE COLLATERAL AND ALL BOOKS AND RECORDS RELATING THERETO AT ANY PLACE OR PLACES
REASONABLY SPECIFIED BY THE AGENT, WHETHER AT SUCH GRANTOR'S PREMISES OR
ELSEWHERE;
(B)
PERMIT THE AGENT, BY THE AGENT'S
REPRESENTATIVES AND AGENTS, TO ENTER, OCCUPY AND USE ANY PREMISES WHERE ALL OR
ANY PART OF THE COLLATERAL, OR THE BOOKS AND RECORDS RELATING THERETO, OR BOTH,
ARE LOCATED, TO TAKE POSSESSION OF ALL OR ANY PART OF THE COLLATERAL OR THE
BOOKS AND RECORDS RELATING THERETO, OR BOTH, TO REMOVE ALL OR ANY PART OF THE
COLLATERAL OR THE BOOKS AND RECORDS RELATING THERETO, OR BOTH, AND TO CONDUCT
SALES OF THE COLLATERAL, WITHOUT ANY OBLIGATION TO PAY ANY GRANTOR FOR SUCH USE
AND OCCUPANCY;
Section 5.3.
Grant of Intellectual Property
License.
For the purpose of enabling the Agent to exercise the rights and
remedies under this Article V at such time as the Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby (a) grants to
the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable,
nonexclusive license (exercisable without payment of royalty or other
compensation to such Grantor) to use, license or sublicense any intellectual
property rights now owned or hereafter acquired by such Grantor, wherever the
same may be located, and including in