LENDER, ANY VALUATION, STAY,
APPRAISEMENT, EXTENSION, REDEMPTION OR SIMILAR LAWS AND ANY AND ALL RIGHTS OR
DEFENSES IT MAY HAVE AS A SURETY NOW OR HEREAFTER EXISTING WHICH, BUT FOR THIS
PROVISION, MIGHT BE APPLICABLE TO THE SALE OF ANY COLLATERAL MADE UNDER THE
JUDGMENT, ORDER OR DECREE OF ANY COURT, OR PRIVATELY UNDER THE POWER OF SALE
CONFERRED BY THIS SECURITY AGREEMENT, OR OTHERWISE.
8.
GRANT OF LICENSE TO USE INTELLECTUAL
PROPERTY COLLATERAL.
FOR THE PURPOSE OF ENABLING AGENT TO EXERCISE RIGHTS AND
REMEDIES UNDER SECTION 7 HEREOF (INCLUDING, WITHOUT LIMITING THE TERMS OF
SECTION 7 HEREOF, IN ORDER TO TAKE POSSESSION OF, HOLD, PRESERVE, PROCESS,
ASSEMBLE, PREPARE FOR SALE, MARKET FOR SALE, SELL OR OTHERWISE DISPOSE OF
COLLATERAL) AT SUCH TIME AS AGENT SHALL BE LAWFULLY ENTITLED TO EXERCISE SUCH
RIGHTS AND REMEDIES, EACH GRANTOR HEREBY GRANTS TO AGENT, FOR THE BENEFIT OF
AGENT AND LENDERS, AN IRREVOCABLE, NONEXCLUSIVE LICENSE (EXERCISABLE WITHOUT
PAYMENT OF ROYALTY OR OTHER COMPENSATION TO SUCH GRANTOR) TO USE, LICENSE OR
SUBLICENSE ANY INTELLECTUAL PROPERTY NOW OWNED OR HEREAFTER ACQUIRED BY SUCH
GRANTOR, 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.
9.
LIMITATION ON AGENT'S AND LENDERS' DUTY
IN RESPECT OF COLLATERAL.
AGENT AND EACH LENDER SHALL USE REASONABLE CARE WITH
RESPECT TO THE COLLATERAL IN ITS POSSESSION OR UNDER ITS CONTROL.
NEITHER AGENT
NOR ANY LENDER SHALL HAVE ANY OTHER DUTY AS TO ANY COLLATERAL IN ITS POSSESSION
OR CONTROL OR IN THE POSSESSION OR CONTROL OF ANY AGENT OR NOMINEE OF AGENT OR
SUCH LENDER, OR ANY INCOME THEREON OR AS TO THE PRESERVATION OF RIGHTS AGAINST
PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING THERETO.
10.
REINSTATEMENT.
THIS SECURITY AGREEMENT
SHALL REMAIN IN FULL FORCE AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY
PETITION BE FILED BY OR AGAINST GRANTOR
19
FOR LIQUIDATION OR REORGANIZATION, SHOULD GRANTOR BECOME INSOLVENT OR MAKE AN
ASSIGNMENT FOR THE BENEFIT OF ANY CREDITOR OR CREDITORS OR SHOULD A RECEIVER OR
TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF GRANTOR'S ASSETS, AND
SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY
TIME PAYMENT AND PERFORMANCE OF THE OBLIGATIONS, OR ANY PART THEREOF, IS,
PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE
RESTORED OR RETURNED BY ANY OBLIGEE OF THE OBLIGATIONS, WHETHER AS A "VOIDABLE
PREFERENCE," "FRAUDULENT CONVEYANCE," OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT
OR PERFORMANCE HAD NOT BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART
THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
11.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, WHENEVER IT IS PROVIDED HEREIN THAT ANY NOTICE, DEMAND, REQUEST,
CONSENT, APPROVAL, DECLARATION