CODE IS IN EFFECT IN THE JURISDICTION WHERE
THE RIGHTS AND REMEDIES ARE ASSERTED) AND SUCH ADDITIONAL RIGHTS AND REMEDIES TO
WHICH A SECURED PARTY IS ENTITLED UNDER THE LAWS IN EFFECT IN ANY JURISDICTION
WHERE ANY RIGHTS AND REMEDIES HEREUNDER MAY BE ASSERTED, INCLUDING, WITHOUT
LIMITATION, THE RIGHT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, TO EXERCISE ALL
VOTING, CONSENSUAL AND OTHER POWERS OF OWNERSHIP PERTAINING TO THE COLLATERAL AS
IF THE AGENT WERE THE SOLE AND ABSOLUTE OWNER THEREOF (AND THE COMPANY AGREES TO
TAKE ALL SUCH ACTION AS MAY BE APPROPRIATE TO GIVE EFFECT TO SUCH RIGHT);
D.
THE AGENT IN ITS DISCRETION MAY, IN ITS
NAME OR IN THE NAME OF THE COMPANY OR OTHERWISE, DEMAND, SUE FOR, COLLECT OR
RECEIVE ANY MONEY OR PROPERTY AT ANY TIME PAYABLE OR RECEIVABLE ON ACCOUNT OF OR
IN EXCHANGE FOR ANY OF THE COLLATERAL, BUT SHALL BE UNDER NO OBLIGATION TO DO
SO; AND
E.
THE AGENT MAY, UPON 10 BUSINESS DAYS,
PRIOR WRITTEN NOTICE TO THE COMPANY OF THE TIME AND PLACE, WITH RESPECT TO THE
COLLATERAL OR ANY PART THEREOF WHICH SHALL THEN BE OR SHALL THEREAFTER COME INTO
THE POSSESSION, CUSTODY OR CONTROL OF THE AGENT, OR ANY OF ITS RESPECTIVE
AGENTS, SELL, LEASE, ASSIGN OR OTHERWISE DISPOSE OF ALL OR ANY OF SUCH
COLLATERAL, AT SUCH PLACE OR PLACES AS THE AGENT DEEMS BEST, AND FOR CASH OR ON
CREDIT OR FOR FUTURE DELIVERY (WITHOUT THEREBY ASSUMING ANY CREDIT RISK), AT
PUBLIC OR PRIVATE SALE, WITHOUT DEMAND OF PERFORMANCE OR NOTICE OF INTENTION TO
EFFECT ANY SUCH DISPOSITION OR OF TIME OR PLACE THEREOF (EXCEPT SUCH NOTICE AS
IS REQUIRED ABOVE OR BY APPLICABLE STATUTE AND CANNOT BE WAIVED) AND THE AGENT
OR ANYONE ELSE MAY BE THE PURCHASER, LESSEE, ASSIGNEE OR RECIPIENT OF ANY OR ALL
OF THE COLLATERAL SO DISPOSED OF AT ANY PUBLIC SALE (OR, TO THE EXTENT PERMITTED
BY LAW, AT ANY PRIVATE SALE), AND THEREAFTER HOLD THE SAME ABSOLUTELY, FREE FROM
ANY CLAIM OR RIGHT OF WHATSOEVER KIND, INCLUDING ANY RIGHT OR EQUITY OF
REDEMPTION (STATUTORY OR OTHERWISE), OF THE COMPANY, ANY SUCH DEMAND, NOTICE OR
RIGHT AND EQUITY BEING HEREBY EXPRESSLY WAIVED AND RELEASED.
IN THE EVENT OF
ANY SALE, ASSIGNMENT, OR OTHER DISPOSITION OF ANY OF THE TRADEMARK COLLATERAL,
THE GOODWILL OF THE BUSINESS CONNECTED WITH AND SYMBOLIZED BY THE TRADEMARK
COLLATERAL SUBJECT TO SUCH DISPOSITION SHALL BE INCLUDED, AND THE COMPANY SHALL
SUPPLY TO THE AGENT OR ITS DESIGNEE, FOR INCLUSION IN SUCH SALE, ASSIGNMENT OR
OTHER DISPOSITION, ALL INTELLECTUAL PROPERTY RELATING TO SUCH TRADEMARK
COLLATERAL.
THE AGENT MAY, WITHOUT NOTICE OR PUBLICATION, ADJOURN ANY PUBLIC OR
PRIVATE SALE OR CAUSE THE SAME TO BE ADJOURNED FROM TIME TO TIME
BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED FOR THE SALE, AND SUCH SALE MAY BE
MADE AT ANY TIME OR PLACE TO WHICH THE SAME MAY BE SO ADJOURNED.
The proceeds of each collection, sale or other disposition under this Section
4.05, including by