THE RIGHTS AND
REMEDIES OF LENDER HEREUNDER;
(II)
TO THE PAYMENT OR OTHER SATISFACTION OF
ANY LIENS AND OTHER ENCUMBRANCES UPON THE COLLATERAL;
(III)
TO THE SATISFACTION OF THE INDEBTEDNESS;
(IV)
BY HOLDING SUCH CASH AND PROCEEDS AS
COLLATERAL;
(V)
TO THE PAYMENT OF ANY OTHER AMOUNTS REQUIRED
BY APPLICABLE LAW; AND
(VI)
BY DELIVERY TO DEBTOR OR ANY OTHER PARTY
LAWFULLY ENTITLED TO RECEIVE SUCH CASH OR PROCEEDS WHETHER BY DIRECTION OF A
COURT OF COMPETENT JURISDICTION OR OTHERWISE.
(D)
LICENSE.
LENDER IS HEREBY GRANTED A LICENSE
OR OTHER RIGHT TO USE, FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, WITHOUT CHARGE, DEBTOR'S LABELS, PATENTS, COPYRIGHTS, RIGHTS
OF USE OF ANY NAME, TRADE SECRETS, TRADE NAMES, TRADEMARKS, SERVICE MARKS,
CUSTOMER LISTS AND ADVERTISING MATTER, OR ANY PROPERTY OF A SIMILAR NATURE, AS
IT PERTAINS TO THE COLLATERAL, IN COMPLETING
14
PRODUCTION OF, ADVERTISING FOR SALE, AND SELLING ANY COLLATERAL, AND, FOLLOWING
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, DEBTOR'S
RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO LENDER'S
BENEFIT.
IN ADDITION, DEBTOR HEREBY IRREVOCABLY AGREES THAT LENDER MAY,
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SELL
ANY OF DEBTOR'S INVENTORY DIRECTLY TO ANY PERSON, INCLUDING WITHOUT LIMITATION
PERSONS WHO HAVE PREVIOUSLY PURCHASED DEBTOR'S INVENTORY FROM DEBTOR AND IN
CONNECTION WITH ANY SUCH SALE OR OTHER ENFORCEMENT OF LENDER'S RIGHTS UNDER THIS
AGREEMENT, MAY SELL INVENTORY WHICH BEARS ANY TRADEMARK OWNED BY OR LICENSED TO
DEBTOR AND ANY INVENTORY THAT IS COVERED BY ANY COPYRIGHT OWNED BY OR LICENSED
TO DEBTOR AND LENDER MAY FINISH ANY WORK IN PROCESS AND AFFIX ANY TRADEMARK
OWNED BY OR LICENSED TO DEBTOR AND SELL SUCH INVENTORY AS PROVIDED HEREIN.
(E)
DEFICIENCY.
IN THE EVENT THAT THE PROCEEDS
OF ANY SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ALL OR ANY PART OF
THE COLLATERAL BY LENDER ARE INSUFFICIENT TO PAY ALL AMOUNTS TO WHICH LENDER IS
LEGALLY ENTITLED, DEBTOR (UNLESS OTHERWISE PROVIDED) SHALL BE LIABLE FOR THE
DEFICIENCY, TOGETHER WITH INTEREST THEREON AS PROVIDED IN THE LOAN DOCUMENTS.
(F)
NON-JUDICIAL REMEDIES.
IN GRANTING TO
LENDER THE POWER TO ENFORCE ITS RIGHTS HEREUNDER WITHOUT PRIOR JUDICIAL PROCESS
OR JUDICIAL HEARING, DEBTOR EXPRESSLY WAIVES, RENOUNCES AND KNOWINGLY
RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE LENDER TO ENFORCE ITS
RIGHTS BY JUDICIAL PROCESS.
DEBTOR RECOGNIZES AND CONCEDES THAT NON-JUDICIAL
REMEDIES ARE CONSISTENT WITH THE USAGE OF TRADE, ARE RESPONSIVE TO COMMERCIAL
NECESSITY AND ARE THE RESULT OF A BARGAIN AT ARM'S LENGTH.
NOTHING HEREIN IS
INTENDED TO PREVENT LENDER OR DEBTOR FROM RESORTING TO JUDICIAL PROCESS AT
EITHER PARTY'S OPTION.
(G)
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE
ON THE PART OF LENDER TO EXERCISE AND NO DELAY IN EXERCISING, AND NO COURSE OF
DEALING WITH RESPECT TO, ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AGREEMENT
SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT, POWER, OR PRIVILEGE UNDER THIS AGREEMENT PRECLUDE