THIS PARAGRAPH;
24
(II) ENDORSE SUCH LOAN PARTY'S NAME ON ANY CHECKS OR OTHER FORMS OF PAYMENT OR
SECURITY THAT MAY COME INTO AGENT'S POSSESSION; (III) SETTLE AND ADJUST DISPUTES
AND CLAIMS RESPECTING THE ACCOUNTS DIRECTLY WITH ACCOUNT DEBTORS, FOR AMOUNTS
AND UPON TERMS WHICH AGENT DETERMINES TO BE REASONABLE; AND (IV) DO SUCH OTHER
AND FURTHER ACTS AND DEEDS IN THE NAME OF SUCH LOAN PARTY THAT AGENT MAY DEEM
NECESSARY OR DESIRABLE TO ENFORCE ITS RIGHTS IN OR TO ANY OF THE COLLATERAL OR
TO PERFECT OR BETTER PERFECT AGENT'S SECURITY INTEREST (ON BEHALF OF ITSELF AND
LENDERS) IN ANY OF THE COLLATERAL.
THE APPOINTMENT OF AGENT AS EACH LOAN
PARTY'S ATTORNEY IN FACT IS A POWER COUPLED WITH AN INTEREST AND IS IRREVOCABLE
UNTIL THE TERMINATION DATE. NOTWITHSTANDING ANY PROVISION OF THIS SECTION 8.2 TO
THE CONTRARY, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, AGENT SHALL HAVE THE
RIGHT TO EXERCISE ANY AND ALL REMEDIES REFERENCED IN THIS SECTION 8.2 WITHOUT
THE WRITTEN CONSENT OF REQUISITE LENDERS FOLLOWING THE OCCURRENCE OF AN EXIGENT
CIRCUMSTANCE.
AS USED IN THE IMMEDIATELY PRECEDING SENTENCE, "EXIGENT
CIRCUMSTANCE" MEANS ANY EVENT OR CIRCUMSTANCE THAT, IN THE REASONABLE JUDGMENT
OF AGENT, IMMINENTLY THREATENS THE ABILITY OF AGENT TO REALIZE UPON ALL OR ANY
MATERIAL PORTION OF THE COLLATERAL, SUCH AS, WITHOUT LIMITATION, FRAUDULENT
REMOVAL, CONCEALMENT, OR ABSCONDMENT THEREOF, DESTRUCTION OR MATERIAL WASTE
THEREOF, OR FAILURE OF ANY LOAN PARTY AFTER REASONABLE DEMAND TO MAINTAIN OR
REINSTATE ADEQUATE CASUALTY INSURANCE COVERAGE, OR WHICH, IN THE JUDGMENT OF
AGENT, COULD RESULT IN A MATERIAL DIMINUTION IN VALUE OF THE COLLATERAL.
8.3.
ADDITIONAL REMEDIES. IN ADDITION TO THE REMEDIES PROVIDED IN
SECTION 8.2 ABOVE, EACH LOAN PARTY HEREBY GRANTS TO AGENT (ON BEHALF OF ITSELF
AND LENDERS) AND ANY TRANSFEREE OF COLLATERAL, FOR THE SOLE PURPOSE OF
EXERCISING ITS REMEDIES AS PROVIDED HEREIN, AN IRREVOCABLE, NONEXCLUSIVE LICENSE
(EXERCISABLE WITHOUT PAYMENT OF ROYALTY OR OTHER COMPENSATION TO ANY LOAN PARTY)
TO USE, LICENSE OR SUBLICENSE ANY INTELLECTUAL PROPERTY NOW OWNED OR HEREAFTER
ACQUIRED BY SUCH LOAN PARTY, AND WHEREVER THE SAME MAY BE LOCATED, AND INCLUDING
IN SUCH LICENSE ACCESS TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE
RECORDED OR STORED AND TO ALL COMPUTER SOFTWARE AND PROGRAMS USED FOR THE
COMPILATION OR PRINTOUT THEREOF.
8.4.
APPLICATION OF PROCEEDS.
PROCEEDS FROM ANY TRANSFER OF THE COLLATERAL
OR THE INTELLECTUAL PROPERTY (OTHER THAN PERMITTED DISPOSITIONS) AND ALL
PAYMENTS MADE TO OR PROCEEDS OF COLLATERAL RECEIVED BY AGENT DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT SHALL BE APPLIED AS FOLLOWS: (A) FIRST, TO
PAY ALL FEES, COSTS, INDEMNITIES, REIMBURSEMENTS AND EXPENSES THEN DUE TO AGENT
UNDER THE DEBT DOCUMENTS IN ITS CAPACITY AS AGENT UNDER THE DEBT DOCUMENTS,
(B) SECOND, TO PAY ALL FEES, COSTS, INDEMNITIES, REIMBURSEMENTS AND EXPENSES
THEN DUE TO LENDERS UNDER THE DEBT DOCUMENTS IN ACCORDANCE WITH THEIR RESPECTIVE
PRO RATA SHARES OF THE TOTAL COMMITMENT, UNTIL PAID IN FULL, (C) THIRD, TO PAY
ALL INTEREST ON THE TERM