EACH GRANTOR AUTHORIZES LENDER TO ENTER THE PREMISES WHERE THE
COLLATERAL IS LOCATED, TO TAKE AND MAINTAIN POSSESSION OF THE COLLATERAL, OR ANY
PART OF IT, AND TO PAY, PURCHASE, CONTEST, OR COMPROMISE ANY LIEN WHICH IN
LENDER'S DETERMINATION APPEARS TO BE PRIOR OR SUPERIOR TO ITS SECURITY INTEREST
AND TO PAY ALL EXPENSES INCURRED IN CONNECTION THEREWITH. WITH RESPECT TO ANY OF
THE GRANTORS' OWNED PREMISES, SUCH GRANTOR HEREBY GRANTS LENDER A LICENSE TO
ENTER INTO POSSESSION OF SUCH PREMISES AND TO OCCUPY THE SAME, WITHOUT CHARGE,
FOR UP TO 120 DAYS IN ORDER TO EXERCISE ANY OF LENDER'S RIGHTS OR REMEDIES
PROVIDED HEREIN, AT LAW, IN EQUITY, OR OTHERWISE;
(C)
WITHOUT NOTICE TO ANY GRANTOR, SET OFF AND APPLY TO THE OBLIGATIONS
ANY AND ALL INDEBTEDNESS AT ANY TIME OWING TO OR FOR THE CREDIT OR THE ACCOUNT
OF A GRANTOR;
(D)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE FOR
SALE, ADVERTISE FOR SALE, AND SELL (IN THE MANNER PROVIDED FOR HEREIN) THE
COLLATERAL. LENDER IS HEREBY GRANTED A LICENSE OR OTHER RIGHT, SOLELY PURSUANT
TO THE PROVISIONS OF THIS SECTION 10.1, TO USE, WITHOUT CHARGE, GRANTORS'
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, IN CONNECTION WITH
LENDER'S EXERCISE OF ITS RIGHTS UNDER THIS SECTION 10.1, GRANTORS' RIGHTS UNDER
ALL LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO LENDER'S BENEFIT;
24
(E)
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 (INCLUDING GRANTORS' PREMISES) AS LENDER DETERMINES
ARE COMMERCIALLY REASONABLE;
(F)
LENDER MAY CREDIT BID AND PURCHASE AT ANY PUBLIC SALE; AND
(G)
ANY DEFICIENCY THAT EXISTS AFTER DISPOSITION OF THE COLLATERAL AS
PROVIDED ABOVE WILL BE PAID IMMEDIATELY BY THE GRANTORS.
10.2
WAIVER BY GRANTORS.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, TO THE EXTENT PERMITTED BY LAW, EACH GRANTOR COVENANTS THAT
IT WILL NOT AT ANY TIME INSIST UPON OR PLEAD, OR IN ANY MANNER WHATEVER CLAIM OR
TAKE ANY BENEFIT OR ADVANTAGE OF, ANY STAY OR EXTENSION LAW NOW OR AT ANY TIME
HEREAFTER IN FORCE, NOR CLAIM, TAKE NOR INSIST UPON ANY BENEFIT OR ADVANTAGE OF
OR FROM ANY LAW NOW OR HEREAFTER IN FORCE PROVIDING FOR THE VALUATION OR
APPRAISEMENT OF THE COLLATERAL OR ANY PART THEREOF PRIOR TO ANY SALE OR SALES
THEREOF TO BE MADE PURSUANT TO ANY PROVISION HEREIN CONTAINED, OR TO THE DECREE,
JUDGMENT OR ORDER OF ANY COURT OF COMPETENT JURISDICTION; NOR, AFTER SUCH SALE
OR SALES, CLAIM OR EXERCISE ANY RIGHT UNDER ANY STATUTE NOW OR HEREAFTER MADE OR
ENACTED BY ANY STATE OR OTHERWISE TO REDEEM THE PROPERTY SO SOLD OR ANY PART
THEREOF, AND, TO THE FULL