OF THE COLLATERAL AS
DIRECTED BY AGENT AND MAKE IT AVAILABLE TO AGENT AT ONE OR MORE LOCATIONS WHICH
ARE REASONABLY CONVENIENT TO GRANTORS, AND (II) WITHOUT NOTICE EXCEPT AS
SPECIFIED BELOW, SELL THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS
AT PUBLIC OR PRIVATE SALE, AT ANY OF AGENT'S OFFICES OR ELSEWHERE, FOR CASH, ON
CREDIT, AND UPON SUCH OTHER TERMS AS AGENT MAY DEEM COMMERCIALLY REASONABLE.
EACH GRANTOR AGREES THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW,
AT LEAST 10 DAYS NOTICE TO ANY OF GRANTORS OF THE TIME AND PLACE OF ANY PUBLIC
SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE
REASONABLE NOTIFICATION AND SPECIFICALLY SUCH NOTICE SHALL CONSTITUTE A
REASONABLE "AUTHENTICATED NOTIFICATION OF DISPOSITION" WITHIN THE MEANING OF
SECTION 9611 OF THE CODE. AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF
COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN. AGENT MAY ADJOURN ANY
PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE
FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME
AND PLACE TO WHICH IT WAS SO ADJOURNED.
(B)
AGENT IS HEREBY GRANTED A NON-EXCLUSIVE LICENSE OR OTHER RIGHT TO
USE, WITHOUT LIABILITY FOR ROYALTIES OR ANY OTHER CHARGE, EACH GRANTOR'S LABELS,
PATENTS, COPYRIGHTS, RIGHTS OF USE OF ANY NAME, TRADE SECRETS, TRADE NAMES,
TRADEMARKS, SERVICE MARKS AND ADVERTISING MATTER, URLS, DOMAIN NAMES, INDUSTRIAL
DESIGNS, OTHER INDUSTRIAL OR INTELLECTUAL PROPERTY OR ANY
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PROPERTY OF A SIMILAR NATURE, WHETHER OWNED BY ANY OF GRANTORS OR WITH RESPECT
TO WHICH ANY OF GRANTORS HAVE RIGHTS UNDER LICENSE, SUBLICENSE, OR OTHER
AGREEMENTS, AS IT PERTAINS TO THE COLLATERAL, IN PREPARING FOR SALE, ADVERTISING
FOR SALE AND SELLING ANY COLLATERAL, AND EACH GRANTOR'S RIGHTS UNDER ALL
LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO THE BENEFIT OF AGENT.
(C)
ANY CASH HELD BY AGENT AS COLLATERAL AND ALL CASH PROCEEDS
RECEIVED BY AGENT IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL SHALL BE APPLIED AGAINST THE
SECURED OBLIGATIONS IN THE ORDER SET FORTH IN THE CREDIT AGREEMENT. IN THE EVENT
THE PROCEEDS OF COLLATERAL ARE INSUFFICIENT TO SATISFY ALL OF THE SECURED
OBLIGATIONS IN FULL, EACH GRANTOR SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR
ANY SUCH DEFICIENCY.
(D)
EACH GRANTOR HEREBY ACKNOWLEDGES THAT THE SECURED OBLIGATIONS
AROSE OUT OF A COMMERCIAL TRANSACTION, AND AGREES THAT IF AN EVENT OF DEFAULT
SHALL OCCUR AND BE CONTINUING AGENT SHALL HAVE THE RIGHT TO AN IMMEDIATE WRIT OF
POSSESSION WITHOUT NOTICE OF A HEARING. AGENT SHALL HAVE THE RIGHT TO THE
APPOINTMENT OF A RECEIVER FOR THE PROPERTIES AND ASSETS OF EACH OF GRANTORS, AND
EACH GRANTOR HEREBY CONSENTS TO SUCH RIGHTS AND SUCH APPOINTMENT AND HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION SUCH GRANTORS MAY
HAVE THERETO OR THE RIGHT TO HAVE A BOND OR OTHER