AND ANY OTHER UNREIMBURSED EXPENSES FOR WHICH THE SECURED
PARTIES ARE TO BE REIMBURSED PURSUANT TO SECTION 6.1;
(II)
SECOND, AFTER PAYMENT IN FULL OF THE
AMOUNTS SPECIFIED IN CLAUSE (I) ABOVE, TO PAYMENT OF THE OBLIGATIONS; AND
(III)
FINALLY, AFTER PAYMENT IN FULL OF THE
AMOUNTS SPECIFIED IN CLAUSES (I) AND (II) ABOVE, ANY SURPLUS THEN REMAINING
SHALL BE PAID TO THE DEBTOR, OR ITS SUCCESSORS OR ASSIGNS, OR TO WHOMEVER MAY BE
LAWFULLY ENTITLED TO RECEIVE THE SAME OR AS A COURT OF COMPETENT JURISDICTION
MAY DIRECT.
(B)
THE DEBTOR SHALL REMAIN LIABLE TO THE EXTENT
OF ANY DEFICIENCY BETWEEN THE AMOUNT OF ALL PROCEEDS REALIZED UPON SALE OR OTHER
DISPOSITION OF THE COLLATERAL PURSUANT TO THIS AGREEMENT AND THE AMOUNT OF ANY
THEN OUTSTANDING OBLIGATIONS.
UPON ANY SALE OF ANY COLLATERAL HEREUNDER BY THE
SECURED PARTIES (WHETHER BY VIRTUE OF THE POWER OF SALE HEREIN GRANTED, PURSUANT
TO JUDICIAL PROCEEDING, OR OTHERWISE), THE RECEIPT OF THE SECURED PARTIES OR THE
OFFICER MAKING THE SALE SHALL BE A SUFFICIENT DISCHARGE TO THE PURCHASER OR
PURCHASERS OF THE COLLATERAL SO SOLD, AND SUCH PURCHASER OR PURCHASERS SHALL NOT
BE OBLIGATED TO SEE TO THE APPLICATION OF ANY PART OF THE PURCHASE MONEY PAID
OVER TO THE SECURED PARTIES OR SUCH OFFICER OR BE ANSWERABLE IN ANY WAY FOR THE
MISAPPLICATION THEREOF.
5.4
COLLATERAL COLLECTION ACCOUNTS.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURED
PARTIES SHALL HAVE THE RIGHT TO CAUSE TO BE ESTABLISHED AND MAINTAINED, AT THE
PRINCIPAL OFFICE OF ANY SECURED PARTY OR SUCH OTHER LOCATION OR LOCATIONS AS
THEY MAY ESTABLISH FROM TIME TO TIME IN THEIR DISCRETION, ONE OR MORE ACCOUNTS
(COLLECTIVELY, "COLLATERAL COLLECTION ACCOUNTS") FOR THE COLLECTION OF CASH
PROCEEDS OF THE COLLATERAL.
SUCH
12
PROCEEDS, WHEN DEPOSITED, SHALL CONTINUE TO CONSTITUTE COLLATERAL FOR THE
OBLIGATIONS AND SHALL NOT CONSTITUTE PAYMENT THEREOF UNTIL APPLIED AS HEREIN
PROVIDED.
THE SECURED PARTIES SHALL HAVE SOLE DOMINION AND CONTROL OVER ALL
FUNDS DEPOSITED IN ANY COLLATERAL COLLECTION ACCOUNT, AND SUCH FUNDS MAY BE
WITHDRAWN THEREFROM ONLY BY THE SECURED PARTIES.
UPON THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, THE SECURED PARTIES SHALL HAVE THE RIGHT
TO APPLY AMOUNTS HELD IN THE COLLATERAL COLLECTION ACCOUNTS IN PAYMENT OF THE
OBLIGATIONS IN THE MANNER PROVIDED FOR IN SECTION 5.3.
5.5
GRANT OF LICENSE.
THE DEBTOR HEREBY GRANTS
TO THE SECURED PARTIES, WITH EFFECT UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, AN IRREVOCABLE, NON-EXCLUSIVE LICENSE OR
SUBLICENSE (AS APPLICABLE) OF ANY DURATION, WITH RIGHT TO SUBLICENSE
(EXERCISABLE WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO THE DEBTOR),
IN, TO AND UNDER ALL INTELLECTUAL PROPERTY NOW OWNED OR LICENSED OR HEREAFTER
ACQUIRED OR LICENSED BY THE DEBTOR, WHEREVER THE SAME MAY BE LOCATED THROUGHOUT
THE WORLD, FOR ANY PURPOSE RELATING TO THE ROYALTY PRODUCTS, SUBJECT TO
APPLICABLE LAW AND SUBJECT TO THE REQUIREMENTS OF THE TANABE AGREEMENT,
INCLUDING, WITHOUT LIMITATION, SECTION 2.3 THEREOF.
5.6
WAIVERS.
THE