PROPERTY, ON DEMAND,
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TO CAUSE THE SECURITY INTEREST TO BECOME AN ASSIGNMENT, TRANSFER AND CONVEYANCE
OF ANY OF OR ALL SUCH COLLATERAL BY THE APPLICABLE GRANTORS TO THE COLLATERAL
AGENT, OR TO LICENSE OR SUBLICENSE, WHETHER GENERAL, SPECIAL OR OTHERWISE, AND
WHETHER ON AN EXCLUSIVE OR NON-EXCLUSIVE BASIS, ANY SUCH COLLATERAL THROUGHOUT
THE WORLD ON SUCH TERMS AND CONDITIONS AND IN SUCH MANNER AS THE COLLATERAL
AGENT SHALL DETERMINE (OTHER THAN IN VIOLATION OF ANY THEN-EXISTING LICENSING OR
CONTRACTUAL ARRANGEMENTS TO THE EXTENT THAT WAIVERS CANNOT BE OBTAINED), AND
(B) WITH OR WITHOUT LEGAL PROCESS AND WITH OR WITHOUT PRIOR NOTICE OR DEMAND FOR
PERFORMANCE, TO TAKE POSSESSION OF THE COLLATERAL AND WITHOUT LIABILITY FOR
TRESPASS TO ENTER ANY PREMISES WHERE THE COLLATERAL MAY BE LOCATED FOR THE
PURPOSE OF TAKING POSSESSION OF OR REMOVING THE COLLATERAL AND, GENERALLY, TO
EXERCISE ANY AND ALL RIGHTS AFFORDED TO A SECURED PARTY UNDER THE PPSA AND ANY
OTHER APPLICABLE STATUTE, OR OTHERWISE AVAILABLE TO THE COLLATERAL AGENT AT LAW
OR IN EQUITY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN ACCORDANCE
WITH, AND TO THE EXTENT CONSISTENT WITH, THE TERMS OF THE INTERCREDITOR
AGREEMENT, EACH GRANTOR AGREES THAT THE COLLATERAL AGENT SHALL HAVE THE RIGHT,
SUBJECT TO THE MANDATORY REQUIREMENTS OF APPLICABLE LAW, TO SELL OR OTHERWISE
DISPOSE OF ALL OR ANY PART OF THE COLLATERAL, AT PUBLIC OR PRIVATE SALE OR AT
ANY BROKER'S BOARD OR ON ANY SECURITIES EXCHANGE, FOR CASH, UPON CREDIT OR FOR
FUTURE DELIVERY AS THE COLLATERAL AGENT SHALL DEEM APPROPRIATE.
THE COLLATERAL
AGENT SHALL BE AUTHORIZED AT ANY SUCH SALE (IF IT DEEMS IT ADVISABLE TO DO SO)
TO RESTRICT THE PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT
AND AGREE THAT THEY ARE PURCHASING THE COLLATERAL FOR THEIR OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION OR SALE THEREOF, AND UPON
CONSUMMATION OF ANY SUCH SALE THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO
ASSIGN, TRANSFER AND DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE
COLLATERAL SO SOLD.
EACH SUCH PURCHASER AT ANY SUCH SALE SHALL HOLD THE
PROPERTY SOLD ABSOLUTELY, FREE FROM ANY CLAIM OR RIGHT ON THE PART OF ANY
GRANTOR, AND EACH GRANTOR HEREBY WAIVES (TO THE EXTENT PERMITTED BY LAW) ALL
RIGHTS OF REDEMPTION, STAY AND APPRAISAL WHICH SUCH GRANTOR NOW HAS OR MAY AT
ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR
HEREAFTER ENACTED.
The Collateral Agent shall give the Grantors such prior written notice of the
Collateral Agent's intention to make any sale of Collateral as may be required
by the PPSA or other applicable law.
Such notice, in the case of a public sale,
shall state the time and place for such sale and, in the case of a sale at a
broker's board or on a securities exchange, shall state the board or exchange at
which such sale is to be made and the day on which the Collateral, or portion
thereof,