FOREGOING REMEDIES,
INCLUDING THE SALE OF INVENTORY, AGENT IS GRANTED A NONREVOCABLE (UNTIL
INDEFEASIBLE PAYMENT IN FULL OF THE OBLIGATIONS AND TERMINATION OF THIS
AGREEMENT), 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 OTHER FINISHED PRODUCTS FOR DISPOSITION, (II)
TO FAIL TO OBTAIN THIRD PARTY CONSENTS FOR ACCESS TO COLLATERAL TO BE DISPOSED
OF, OR TO OBTAIN OR, IF NOT REQUIRED BY OTHER LAW, TO FAIL TO OBTAIN
GOVERNMENTAL OR THIRD PARTY CONSENTS FOR THE COLLECTION OR DISPOSITION OF
COLLATERAL TO BE COLLECTED OR DISPOSED OF, (III) TO FAIL TO EXERCISE COLLECTION
REMEDIES AGAINST CUSTOMERS OR OTHER PERSONS OBLIGATED ON COLLATERAL OR TO REMOVE
LIENS ON OR ANY ADVERSE CLAIMS AGAINST COLLATERAL, (IV) TO EXERCISE COLLECTION
REMEDIES AGAINST CUSTOMERS AND OTHER PERSONS OBLIGATED ON COLLATERAL DIRECTLY OR
THROUGH THE USE OF COLLECTION AGENCIES AND OTHER COLLECTION SPECIALISTS, (V) TO
ADVERTISE DISPOSITIONS OF COLLATERAL THROUGH PUBLICATIONS OR MEDIA OF GENERAL
CIRCULATION, WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED NATURE, (VI) TO
CONTACT OTHER PERSONS, WHETHER OR NOT IN THE SAME BUSINESS AS ANY BORROWER, FOR
EXPRESSIONS OF INTEREST IN ACQUIRING ALL OR ANY PORTION OF SUCH COLLATERAL,
(VII) TO HIRE ONE OR MORE PROFESSIONAL AUCTIONEERS TO ASSIST IN THE DISPOSITION
OF COLLATERAL, WHETHER OR NOT THE COLLATERAL IS OF A SPECIALIZED NATURE, (VIII)
TO DISPOSE OF COLLATERAL BY UTILIZING INTERNET SITES THAT PROVIDE FOR THE
AUCTION OF ASSETS OF THE TYPES INCLUDED IN THE COLLATERAL OR THAT HAVE THE
REASONABLE CAPACITY OF DOING SO, OR THAT MATCH BUYERS AND SELLERS OF ASSETS,
(IX) TO DISPOSE OF ASSETS IN WHOLESALE RATHER THAN RETAIL MARKETS, (X) TO
DISCLAIM DISPOSITION WARRANTIES, SUCH AS TITLE, POSSESSION OR QUIET ENJOYMENT,
(XI) TO PURCHASE INSURANCE OR CREDIT ENHANCEMENTS TO INSURE THE AGENT AGAINST
RISKS OF LOSS, COLLECTION OR DISPOSITION OF COLLATERAL OR TO PROVIDE TO THE
AGENT A GUARANTEED RETURN FROM THE COLLECTION OR
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DISPOSITION OF COLLATERAL, OR (XII) TO THE