ANY OF THEM AT LEAST TEN (10) CALENDAR DAYS BEFORE THE TIME OF ANY
INTENDED PUBLIC SALE, OR THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER
DISPOSITION OF COLLATERAL IS TO BE MADE, SHALL BE DEEMED TO BE REASONABLE NOTICE
OF SUCH SALE OR OTHER DISPOSITION.
IF PERMITTED BY APPLICABLE LAW, ANY
PERISHABLE COLLATERAL WHICH THREATENS TO SPEEDILY DECLINE IN VALUE OR WHICH IS
SOLD ON A RECOGNIZED MARKET MAY BE SOLD IMMEDIATELY BY AGENT WITHOUT PRIOR
NOTICE TO ANY CREDIT PARTY.
AT ANY SALE OR DISPOSITION OF COLLATERAL OR
SECURITIES PLEDGED, AGENT MAY (TO THE EXTENT PERMITTED BY APPLICABLE LAW)
PURCHASE ALL OR ANY PART THEREOF FREE FROM ANY RIGHT OF REDEMPTION BY THE CREDIT
PARTIES, WHICH RIGHT HEREBY IS WAIVED AND RELEASED.
THE CREDIT PARTIES JOINTLY
AND SEVERALLY COVENANT AND AGREE NOT TO, AND NOT TO PERMIT OR CAUSE ANY OF THEIR
SUBSIDIARIES TO, INTERFERE WITH OR IMPOSE ANY OBSTACLE TO AGENT'S EXERCISE OF
ITS RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.
IN DEALING WITH OR
DISPOSING OF THE COLLATERAL OR ANY PART THEREOF, AGENT AND LENDERS SHALL NOT BE
REQUIRED TO GIVE PRIORITY OR PREFERENCE TO ANY ITEM OF COLLATERAL OR OTHERWISE
TO MARSHAL ASSETS OR TO TAKE POSSESSION OR SELL ANY COLLATERAL WITH JUDICIAL
PROCESS.
(C)
EACH CREDIT PARTY HEREBY GRANTS TO AGENT, FOR THE BENEFIT OF THE
LENDER PARTIES, AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AN IRREVOCABLE, NONEXCLUSIVE LICENSE (EXERCISABLE WITHOUT PAYMENT OF
ROYALTY OR OTHER COMPENSATION TO SUCH CREDIT PARTY) TO USE, ASSIGN, LICENSE OR
SUBLICENSE ANY INTELLECTUAL PROPERTY, (UNLESS SUCH USE, ASSIGNMENT, LICENSE OR
SUBLICENSE IS EXPRESSLY PROHIBITED UNDER A LICENSE AGREEMENT AND WOULD RESULT IN
A BREACH UNDER SUCH AGREEMENT FOR WHICH SUCH AGREEMENT WOULD REASONABLY BE
EXPECTED TO BE TERMINATED BY SUCH LICENSOR) AND NOW OWNED OR HEREAFTER ACQUIRED
BY SUCH CREDIT PARTY, AND WHEREVER THE SAME MAY BE LOCATED, INCLUDING IN SUCH
LICENSE REASONABLE ACCESS AS TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY
BE RECORDED OR STORED AND TO ALL COMPUTER PROGRAMS AND USED FOR THE COMPILATION
OR PRINTOUT THEREOF.
ALL PROCEEDS RECEIVED BY AGENT OR LENDERS IN CONNECTION
WITH SUCH LICENSE SHALL BE USED BY AGENT OR LENDERS TO SATISFY THE OBLIGATIONS.
(D)
IN ADDITION TO THE ACCELERATION AND OTHER PROVISIONS SET FORTH IN
ARTICLE VIII, UPON THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF
DEFAULT, EACH CREDIT PARTY SHALL TAKE ANY ACTION THAT AGENT, FOR THE BENEFIT OF
ITSELF AND THE LENDERS, MAY REQUEST IN ORDER TO ENABLE AGENT TO OBTAIN AND ENJOY
THE FULL RIGHTS AND BENEFITS GRANTED TO AGENT HEREUNDER.
9.2
APPLICATION OF PROCEEDS
In addition to any other rights and remedies Agent and Lenders have under the
Loan Documents or the Term Loan Documents, the UCC, at law or in equity, all
payments received after the occurrence and during the continuation of any Event
of Default, and all proceeds collected or received from collecting, holding,
managing, renting, selling or otherwise disposing