THE
CODE), SET OFF AND APPLY TO THE OBLIGATIONS ANY AND ALL (I) BALANCES AND
DEPOSITS OF BORROWERS HELD BY THE LENDER GROUP, OR (II) INDEBTEDNESS AT ANY TIME
OWING TO OR FOR THE CREDIT OR THE ACCOUNT OF BORROWERS HELD BY THE LENDER GROUP;
(F)
HOLD, AS CASH COLLATERAL, ANY AND ALL
BALANCES AND DEPOSITS OF BORROWERS HELD BY THE LENDER GROUP TO SECURE THE FULL
AND FINAL REPAYMENT OF ALL OF THE OBLIGATIONS;
(G)
SHIP, RECLAIM, RECOVER, STORE, FINISH,
MAINTAIN, REPAIR, PREPARE FOR SALE, ADVERTISE FOR SALE, AND SELL (IN THE MANNER
PROVIDED FOR HEREIN) THE COLLATERAL.
AGENT IS HEREBY GRANTED A LICENSE OR OTHER
RIGHT TO USE, WITHOUT CHARGE, BORROWERS' LABELS, PATENTS, COPYRIGHTS, RIGHTS OF
USE OF ANY NAME, TRADE SECRETS, TRADE NAMES, TRADEMARKS, SERVICE MARKS, AND
ADVERTISING MATTER, OR ANY PROPERTY OF A SIMILAR NATURE, AS IT PERTAINS TO THE
COLLATERAL, IN COMPLETING PRODUCTION OF, ADVERTISING FOR SALE, AND SELLING ANY
COLLATERAL AND BORROWERS' RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS
SHALL INURE TO THE LENDER GROUP'S BENEFIT;
(H)
SELL THE COLLATERAL AT EITHER A PUBLIC OR
PRIVATE SALE, OR BOTH, BY WAY OF ONE OR MORE CONTRACTS OR TRANSACTIONS, FOR CASH
OR ON TERMS, IN SUCH MANNER AND AT SUCH PLACES
34
(INCLUDING BORROWERS' PREMISES) AS AGENT DETERMINES IS COMMERCIALLY REASONABLE.
IT IS NOT NECESSARY THAT THE COLLATERAL BE PRESENT AT ANY SUCH SALE;
(I)
AGENT SHALL GIVE NOTICE OF THE
DISPOSITION OF THE COLLATERAL AS FOLLOWS:
(A)
AGENT SHALL GIVE ADMINISTRATIVE BORROWER AND
EACH HOLDER OF A SECURITY INTEREST IN THE COLLATERAL WHO HAS FILED WITH AGENT A
WRITTEN REQUEST FOR NOTICE, A NOTICE IN WRITING OF THE TIME AND PLACE OF PUBLIC
SALE, OR, IF THE SALE IS A PRIVATE SALE OR SOME OTHER DISPOSITION OTHER THAN A
PUBLIC SALE IS TO BE MADE OF THE COLLATERAL, THEN THE TIME ON OR AFTER WHICH THE
PRIVATE SALE OR OTHER DISPOSITION IS TO BE MADE;
(B)
THE NOTICE SHALL BE PERSONALLY DELIVERED OR
MAILED, POSTAGE PREPAID, TO ADMINISTRATIVE BORROWER AS PROVIDED IN SECTION 12,
AT LEAST 10 DAYS BEFORE THE DATE FIXED FOR THE SALE, OR AT LEAST 10 DAYS BEFORE
THE DATE ON OR AFTER WHICH THE PRIVATE SALE OR OTHER DISPOSITION IS TO BE MADE;
NO NOTICE NEEDS TO BE GIVEN PRIOR TO THE DISPOSITION OF ANY PORTION OF THE
COLLATERAL THAT IS PERISHABLE OR THREATENS TO DECLINE SPEEDILY IN VALUE OR THAT
IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET.
NOTICE TO PERSONS OTHER
THAN BORROWERS CLAIMING AN INTEREST IN THE COLLATERAL SHALL BE SENT TO SUCH
ADDRESSES AS THEY HAVE FURNISHED TO AGENT;
(C)
IF THE SALE IS TO BE A PUBLIC SALE, AGENT
ALSO SHALL GIVE NOTICE OF THE TIME AND PLACE BY PUBLISHING A NOTICE ONE TIME AT
LEAST 10 DAYS BEFORE THE DATE OF THE SALE IN A NEWSPAPER OF GENERAL CIRCULATION
IN THE COUNTY IN WHICH THE SALE IS TO BE HELD;
(J)
AGENT MAY CREDIT BID AND PURCHASE AT ANY
PUBLIC