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 ANY UNFINISHED JOB, CONTRACT, PROJECT OR ASSIGNMENT AS DEEMED
NECESSARY BY AGENT. 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.
82
(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,