AS THE
INVESTORS, IN THEIR REASONABLE DISCRETION, DEEMS ADVISABLE.
EXCEPT AS TO THAT
PART OF THE COLLATERAL WHICH IS PERISHABLE OR THREATENS TO DECLINE SPEEDILY IN
NATURE OR IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET, THE REQUIREMENT
OF REASONABLE NOTICE SHALL BE MET IF SUCH NOTICE IS MAILED POSTAGE PREPAID TO
THE COMPANY AT THE COMPANY'S ADDRESS AS SHOWN IN THE INVESTORS' RECORDS, AT
LEAST TEN (10) DAYS BEFORE THE TIME OF THE EVENT OF WHICH NOTICE IS BEING
GIVEN.
THE INVESTORS MAY BE THE PURCHASER AT ANY SALE, IF IT IS PUBLIC.
UNTIL
THE INVESTORS ARE ABLE TO EFFECT A SALE, LEASE, OR OTHER DISPOSITION OF
COLLATERAL, THE INVESTORS SHALL HAVE THE RIGHT TO USE OR OPERATE COLLATERAL, OR
15
ANY PART THEREOF, TO THE EXTENT REASONABLY APPROPRIATE FOR THE PURPOSE OF
PRESERVING COLLATERAL OR ITS VALUE OR FOR ANY OTHER PURPOSE DEEMED APPROPRIATE
BY THE INVESTORS.
THE INVESTORS SHALL HAVE NO OBLIGATION TO THE COMPANY TO
MAINTAIN OR PRESERVE THE RIGHTS OF THE COMPANY AS AGAINST THIRD PARTIES WITH
RESPECT TO COLLATERAL WHILE COLLATERAL IS IN THE POSSESSION OF THE INVESTORS.
EACH OF THE INVESTORS MAY, IF IT SO ELECTS, SEEK THE APPOINTMENT OF A RECEIVER
OR KEEPER TO TAKE POSSESSION OF COLLATERAL AND TO ENFORCE ANY OF THE INVESTORS'
REMEDIES WITH RESPECT TO SUCH APPOINTMENT WITHOUT PRIOR NOTICE OR HEARING.
IN
CONNECTION WITH THE EXERCISE OF THE FOREGOING REMEDIES, THE INVESTORS ARE
GRANTED PERMISSION TO USE: (A) ALL OF THE COMPANY'S INTELLECTUAL PROPERTY WHICH
ARE USED IN CONNECTION WITH INVENTORY FOR THE PURPOSE OF DISPOSING OF SUCH
INVENTORY; AND (B) ANY EQUIPMENT FOR THE PURPOSE OF COMPLETING THE MANUFACTURE
OF UNFINISHED GOODS AND HAVE ACCESS TO THE PREMISES FOR THE SAME PURPOSE.
THE
PROCEEDS OF SALE SHALL BE APPLIED FIRST TO ALL COSTS AND EXPENSES OF SALE,
INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES INCURRED BY ONE (1) COUNSEL TO
THE INVESTORS, AND SECOND TO THE PAYMENT (IN WHATEVER ORDER THE INVESTORS ELECT)
OF ALL OBLIGATIONS.
THE INVESTORS WILL RETURN ANY EXCESS TO THE COMPANY AND THE
COMPANY SHALL REMAIN LIABLE TO THE INVESTORS FOR ANY DEFICIENCY.
6.3.
GRANT OF LICENSE TO USE INTELLECTUAL
PROPERTY.
FOR THE PURPOSE OF ENABLING THE INVESTORS TO EXERCISE RIGHTS AND
REMEDIES UNDER THIS ARTICLE AT SUCH TIME AS THE INVESTORS SHALL BE LAWFULLY
ENTITLED TO EXERCISE SUCH RIGHTS AND REMEDIES, THE COMPANY HEREBY GRANTS TO THE
INVESTORS AN IRREVOCABLE, NON-EXCLUSIVE LICENSE (EXERCISABLE WITHOUT PAYMENT OF
ROYALTY OR OTHER COMPENSATION TO THE COMPANY) TO USE, LICENSE OR SUBLICENSE ANY
OF THE COLLATERAL CONSISTING OF INTELLECTUAL PROPERTY NOW OWNED OR HEREAFTER
ACQUIRED BY THE COMPANY, AND WHEREVER THE SAME MAY BE LOCATED, AND 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 SOFTWARE AND PROGRAMS USED FOR THE
COMPILATION OR PRINTOUT THEREOF.
THE USE OF SUCH LICENSE BY THE INVESTORS SHALL
BE EXERCISED, AT THE OPTION OF THE INVESTORS, UPON THE OCCURRENCE AND DURING