THAT HAVE THE REASONABLE
CAPABILITY OF DOING SO, OR THAT MATCH BUYERS AND SELLERS OF ASSETS, (IX) TO
DISPOSE OF ASSETS IN WHOLESALE RATHER THAN RETAIL MARKETS, (X) TO DISCLAIM
DISPOSITION WARRANTIES, (XI) TO PURCHASE INSURANCE OR CREDIT ENHANCEMENTS TO
INSURE ADMINISTRATIVE AGENT OR LENDERS AGAINST RISKS OF LOSS, COLLECTION OR
DISPOSITION OF COLLATERAL OR TO PROVIDE TO ADMINISTRATIVE AGENT OR LENDERS A
GUARANTEED RETURN FROM THE COLLECTION OR DISPOSITION OF COLLATERAL, OR (XII) TO
THE EXTENT DEEMED APPROPRIATE BY ADMINISTRATIVE AGENT, TO OBTAIN THE SERVICES OF
OTHER BROKERS, INVESTMENT BANKERS, CONSULTANTS AND OTHER PROFESSIONALS TO ASSIST
ADMINISTRATIVE AGENT IN THE COLLECTION OR DISPOSITION OF ANY OF THE COLLATERAL.
EACH BORROWER AND GUARANTOR ACKNOWLEDGES THAT THE PURPOSE OF THIS SECTION IS TO
PROVIDE NON-EXHAUSTIVE INDICATIONS OF WHAT ACTIONS OR OMISSIONS BY
ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT BE COMMERCIALLY UNREASONABLE IN THE
EXERCISE BY ADMINISTRATIVE AGENT OR ANY LENDER OF REMEDIES AGAINST THE
COLLATERAL AND THAT OTHER ACTIONS OR OMISSIONS BY ADMINISTRATIVE AGENT OR ANY
LENDER SHALL NOT BE DEEMED COMMERCIALLY UNREASONABLE SOLELY ON ACCOUNT OF NOT
BEING INDICATED IN THIS SECTION. WITHOUT LIMITATION OF THE FOREGOING, NOTHING
CONTAINED IN THIS SECTION SHALL BE CONSTRUED TO GRANT ANY RIGHTS TO ANY BORROWER
OR GUARANTOR OR TO IMPOSE ANY DUTIES ON ADMINISTRATIVE AGENT OR LENDERS THAT
WOULD NOT HAVE BEEN GRANTED OR IMPOSED BY THIS AGREEMENT OR BY APPLICABLE LAW IN
THE ABSENCE OF THIS SECTION.
167
(F)
FOR THE PURPOSE OF ENABLING ADMINISTRATIVE AGENT TO EXERCISE THE RIGHTS
AND REMEDIES HEREUNDER, EACH BORROWER AND OBLIGOR HEREBY GRANTS TO
ADMINISTRATIVE AGENT, TO THE EXTENT ASSIGNABLE, AN IRREVOCABLE, NON-EXCLUSIVE
LICENSE (EXERCISABLE AT ANY TIME AN EVENT OF DEFAULT SHALL EXIST OR HAVE
OCCURRED AND FOR SO LONG AS THE SAME IS CONTINUING) WITHOUT PAYMENT OF ROYALTY
OR OTHER COMPENSATION TO ANY BORROWER OR OBLIGOR, TO USE, ASSIGN, LICENSE OR
SUBLICENSE ANY OF THE TRADEMARKS, SERVICE-MARKS, TRADE NAMES, BUSINESS NAMES,
TRADE STYLES, DESIGNS, LOGOS AND OTHER SOURCE OF BUSINESS IDENTIFIERS AND OTHER
INTELLECTUAL PROPERTY AND GENERAL INTANGIBLES NOW OWNED OR HEREAFTER ACQUIRED BY
ANY BORROWER OR OBLIGOR, WHEREVER THE SAME MAYBE LOCATED, INCLUDING IN SUCH
LICENSE REASONABLE ACCESS TO ALL MEDIA IN WHICH ANY OF THE LICENSED ITEMS MAY BE
RECORDED OR STORED AND TO ALL COMPUTER PROGRAMS USED FOR THE COMPILATION OR
PRINTOUT THEREOF.
(G)
AT ANY TIME AN EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND FOR SO
LONG AS THE SAME IS CONTINUING, ADMINISTRATIVE AGENT MAY APPLY THE CASH PROCEEDS
OF COLLATERAL ACTUALLY RECEIVED BY ADMINISTRATIVE AGENT FROM ANY SALE, LEASE,
FORECLOSURE OR OTHER DISPOSITION OF THE COLLATERAL TO PAYMENT OF THE
OBLIGATIONS, IN WHOLE OR IN PART AND IN ACCORDANCE WITH THE TERMS HEREOF,
WHETHER OR NOT THEN DUE.
BORROWERS AND GUARANTORS SHALL REMAIN LIABLE TO
ADMINISTRATIVE AGENT AND LENDERS FOR THE PAYMENT OF ANY DEFICIENCY WITH INTEREST
AT THE HIGHEST RATE PROVIDED FOR HEREIN AND ALL COSTS AND EXPENSES OF COLLECTION
OR ENFORCEMENT, INCLUDING ATTORNEYS' FEES AND EXPENSES.
(H)
WITHOUT LIMITING THE FOREGOING, UPON THE