SECURITY INTERESTS GRANTED HEREIN AND TO REALIZE UPON ANY COLLATERAL BY ANY
AVAILABLE JUDICIAL PROCEDURE AND/OR TO TAKE POSSESSION OF AND SELL ANY OR ALL OF
THE COLLATERAL WITH OR WITHOUT JUDICIAL PROCESS.
AGENT MAY ENTER ANY OF ANY
BORROWER'S PREMISES OR OTHER PREMISES WITHOUT LEGAL PROCESS AND WITHOUT
INCURRING LIABILITY TO ANY BORROWER THEREFOR, AND AGENT MAY THEREUPON, OR AT ANY
TIME THEREAFTER, IN ITS DISCRETION WITHOUT NOTICE OR DEMAND, TAKE THE COLLATERAL
AND REMOVE THE SAME TO SUCH PLACE AS AGENT MAY DEEM ADVISABLE AND AGENT MAY
REQUIRE BORROWERS TO MAKE THE COLLATERAL AVAILABLE TO AGENT AT A CONVENIENT
PLACE.
WITH OR WITHOUT HAVING THE COLLATERAL AT THE TIME OR PLACE OF SALE,
AGENT MAY SELL THE COLLATERAL, OR ANY PART THEREOF, AT PUBLIC OR PRIVATE SALE,
AT ANY TIME OR PLACE, IN ONE OR MORE SALES, AT SUCH PRICE OR PRICES, AND UPON
SUCH TERMS, EITHER FOR CASH, CREDIT OR FUTURE DELIVERY, AS AGENT MAY ELECT.
EXCEPT AS TO THAT PART OF THE COLLATERAL WHICH IS PERISHABLE OR THREATENS TO
DECLINE SPEEDILY IN VALUE OR IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED
MARKET, AGENT SHALL GIVE BORROWERS REASONABLE NOTIFICATION OF SUCH SALE OR
SALES, IT BEING AGREED THAT IN ALL EVENTS WRITTEN NOTICE MAILED TO BORROWING
AGENT AT LEAST TEN (10) DAYS PRIOR TO SUCH SALE OR SALES IS REASONABLE
NOTIFICATION.
AT ANY PUBLIC SALE AGENT OR ANY LENDER MAY BID FOR AND BECOME THE
PURCHASER, AND AGENT, ANY LENDER OR ANY OTHER PURCHASER AT ANY SUCH SALE
THEREAFTER SHALL HOLD THE COLLATERAL SOLD ABSOLUTELY FREE FROM ANY CLAIM OR
RIGHT OF WHATSOEVER KIND, INCLUDING ANY EQUITY OF REDEMPTION AND ALL SUCH
CLAIMS, RIGHTS AND EQUITIES ARE HEREBY EXPRESSLY WAIVED AND RELEASED BY EACH
BORROWER.
IN CONNECTION WITH THE EXERCISE OF THE FOREGOING REMEDIES, INCLUDING
THE SALE OF INVENTORY, AGENT IS GRANTED A PERPETUAL NONREVOCABLE, ROYALTY FREE,
NONEXCLUSIVE LICENSE AND AGENT IS GRANTED PERMISSION TO USE ALL OF EACH
BORROWER'S (A) TRADEMARKS, TRADE STYLES, TRADE NAMES, PATENTS, PATENT
APPLICATIONS, COPYRIGHTS, SERVICE MARKS, LICENSES, FRANCHISES AND OTHER
PROPRIETARY RIGHTS WHICH ARE USED OR USEFUL IN CONNECTION WITH INVENTORY FOR THE
PURPOSE OF MARKETING, ADVERTISING FOR SALE AND SELLING OR OTHERWISE DISPOSING OF
SUCH INVENTORY AND (B) EQUIPMENT FOR THE PURPOSE OF COMPLETING THE MANUFACTURE
OF UNFINISHED GOODS.
THE CASH PROCEEDS REALIZED FROM THE SALE OF ANY COLLATERAL
SHALL BE APPLIED TO THE OBLIGATIONS IN THE ORDER SET FORTH IN SECTION 11.5
HEREOF.
NONCASH PROCEEDS WILL ONLY BE APPLIED TO THE OBLIGATIONS AS THEY ARE
CONVERTED INTO CASH.
IF ANY DEFICIENCY SHALL ARISE, BORROWERS SHALL REMAIN
LIABLE TO AGENT AND LENDERS THEREFOR.
(B)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES
DUTIES ON THE AGENT TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER,
EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT IS NOT COMMERCIALLY UNREASONABLE
FOR THE AGENT: (I) TO FAIL TO INCUR EXPENSES REASONABLY DEEMED SIGNIFICANT BY
THE AGENT TO PREPARE COLLATERAL FOR DISPOSITION OR OTHERWISE TO COMPLETE RAW
MATERIAL OR WORK IN PROCESS INTO FINISHED GOODS OR