APPLICABLE SECURITIES LAWS OR
OTHERWISE, AND EXPRESSLY AGREES THAT A PRIVATE SALE TO A RESTRICTED GROUP OF
PURCHASERS FOR INVESTMENT AND NOT WITH A VIEW TO ANY DISTRIBUTION THEREOF SHALL
BE CONSIDERED A COMMERCIALLY REASONABLE SALE. SECURED PARTY SHALL HAVE THE RIGHT
UPON ANY SUCH PUBLIC SALE, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH
PRIVATE SALE, TO PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, FREE
OF ANY RIGHT OR EQUITY OF REDEMPTION, WHICH RIGHT OR EQUITY OF REDEMPTION DEBTOR
HEREBY RELEASES, TO THE EXTENT PERMITTED
11
BY LAW. SECURED PARTY SHALL GIVE DEBTOR SUCH NOTICE OF ANY PRIVATE OR PUBLIC
SALES AS MAY BE REQUIRED BY THE UCC OR OTHER APPLICABLE LAW.
(B)
FOR THE PURPOSE OF ENABLING SECURED PARTY TO EXERCISE ITS RIGHTS
AND REMEDIES UNDER THIS SECTION 9 OR OTHERWISE IN CONNECTION WITH THIS
AGREEMENT, EFFECTIVE UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT,
DEBTOR HEREBY GRANTS TO SECURED PARTY AN IRREVOCABLE, NON-EXCLUSIVE AND
ASSIGNABLE LICENSE (EXERCISABLE WITHOUT PAYMENT OR ROYALTY OR OTHER COMPENSATION
TO DEBTOR) TO USE, LICENSE OR SUBLICENSE ANY INTELLECTUAL PROPERTY COLLATERAL TO
THE EXTENT SUCH GRANT IS NOT PROHIBITED WITH RESPECT TO SUCH INTELLECTUAL
PROPERTY COLLATERAL.
(C)
SECURED PARTY SHALL NOT HAVE ANY OBLIGATION TO CLEAN UP OR
OTHERWISE PREPARE THE COLLATERAL FOR SALE. SECURED PARTY SHALL NOT HAVE ANY
OBLIGATION TO ATTEMPT TO SATISFY THE OBLIGATIONS BY COLLECTING THEM FROM ANY
OTHER PERSON LIABLE FOR THEM, AND SECURED PARTY MAY RELEASE, MODIFY OR WAIVE ANY
COLLATERAL PROVIDED BY ANY OTHER PERSON TO SECURE ANY OF THE OBLIGATIONS, ALL
WITHOUT AFFECTING SECURED PARTY'S RIGHTS AGAINST DEBTOR. DEBTOR WAIVES ANY RIGHT
IT MAY HAVE TO REQUIRE SECURED PARTY TO PURSUE ANY THIRD PERSON FOR ANY OF THE
OBLIGATIONS. SECURED PARTY MAY COMPLY WITH ANY APPLICABLE STATE OR FEDERAL LAW
REQUIREMENTS IN CONNECTION WITH A DISPOSITION OF THE COLLATERAL AND COMPLIANCE
WILL NOT BE CONSIDERED ADVERSELY TO AFFECT THE COMMERCIAL REASONABLENESS OF ANY
SALE OF THE COLLATERAL. SECURED PARTY MAY SELL THE COLLATERAL WITHOUT GIVING ANY
WARRANTIES AS TO THE COLLATERAL. SECURED PARTY MAY SPECIFICALLY DISCLAIM ANY
WARRANTIES OF TITLE OR THE LIKE. THIS PROCEDURE WILL NOT BE CONSIDERED ADVERSELY
TO AFFECT THE COMMERCIAL REASONABLENESS OF ANY SALE OF THE COLLATERAL. IF
SECURED PARTY SELLS ANY OF THE COLLATERAL UPON CREDIT, DEBTOR WILL BE CREDITED
ONLY WITH PAYMENTS ACTUALLY MADE BY THE PURCHASER, RECEIVED BY SECURED PARTY AND
APPLIED TO THE INDEBTEDNESS OF THE PURCHASER. IN THE EVENT THE PURCHASER FAILS
TO PAY FOR THE COLLATERAL, SECURED PARTY MAY RESELL THE COLLATERAL, AND DEBTOR
SHALL BE CREDITED WITH THE PROCEEDS OF THE SALE.
(D)
TO THE EXTENT DEBTOR USES THE PROCEEDS OF ANY OF THE OBLIGATIONS
TO PURCHASE COLLATERAL, DEBTOR'S REPAYMENT OF THE OBLIGATIONS SHALL APPLY ON A
"FIRST-IN, FIRST-OUT" BASIS SO THAT THE PORTION OF THE OBLIGATIONS USED TO
PURCHASE A PARTICULAR ITEM OF COLLATERAL SHALL BE PAID IN THE CHRONOLOGICAL
ORDER THE DEBTOR PURCHASED THE COLLATERAL.
(E)
THE CASH PROCEEDS ACTUALLY RECEIVED FROM THE