COLLATERAL, AT
DEBTOR'S EXPENSE, AND MAKE IT AVAILABLE TO LENDER AT A PLACE DESIGNATED BY
LENDER WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES, AND (II) ENTER ANY
PREMISES WHERE ANY OF THE COLLATERAL SHALL BE LOCATED AND TO KEEP AND STORE THE
COLLATERAL ON SAID PREMISES UNTIL SOLD (AND IF SAID PREMISES BE THE PROPERTY OF
DEBTOR, DEBTOR AGREES NOT TO CHARGE LENDER FOR STORAGE THEREOF).
(C)
THE RIGHT TO SELL OR OTHERWISE DISPOSE OF
ALL OR ANY COLLATERAL IN ITS THEN CONDITION, OR AFTER ANY FURTHER MANUFACTURING
OR PROCESSING THEREOF, AT PUBLIC OR PRIVATE SALE OR SALES, WITH SUCH NOTICE AS
MAY BE REQUIRED BY LAW, IN LOTS OR IN BULK, FOR CASH OR ON CREDIT, ALL AS
LENDER, IN ITS SOLE DISCRETION, MAY DEEM ADVISABLE. DEBTOR AGREES THAT TEN
(10) DAYS WRITTEN
13
NOTICE TO DEBTOR OF ANY PUBLIC OR PRIVATE SALE OR OTHER DISPOSITION OF
COLLATERAL SHALL BE REASONABLE NOTICE THEREOF, AND SUCH SALE SHALL BE AT SUCH
LOCATIONS AS LENDER MAY DESIGNATE IN SAID NOTICE. LENDER SHALL HAVE THE RIGHT TO
CONDUCT SUCH SALES ON DEBTOR'S PREMISES, WITHOUT CHARGE THEREFOR, AND SUCH SALES
MAY BE ADJOURNED FROM TIME TO TIME IN ACCORDANCE WITH APPLICABLE LAW.
LENDER
SHALL HAVE THE RIGHT TO SELL, LEASE OR OTHERWISE DISPOSE OF THE COLLATERAL, OR
ANY PART THEREOF, FOR CASH, CREDIT OR ANY COMBINATION THEREOF, AND LENDER MAY
PURCHASE ALL OR ANY PART OF THE COLLATERAL AT PUBLIC OR, IF PERMITTED BY LAW,
PRIVATE SALE AND, IN LIEU OF ACTUAL PAYMENT OF SUCH PURCHASE PRICE, MAY SET OFF
THE AMOUNT OF SUCH PRICE AGAINST THE OBLIGATIONS AND THE GUARANTY OBLIGATIONS.
THE PROCEEDS REALIZED FROM THE SALE OF ANY COLLATERAL MAY BE APPLIED FIRST TO
THE COSTS, EXPENSES AND ATTORNEYS' FEES INCURRED BY LENDER IN COLLECTING THE
OBLIGATIONS AND/OR THE GUARANTY OBLIGATIONS, IN ENFORCING THE RIGHTS OF LENDER
UNDER THE LOAN DOCUMENTS AND IN COLLECTING, RETAKING, COMPLETING, PROTECTING,
REMOVING, STORING, ADVERTISING FOR SALE, SELLING AND DELIVERING ANY COLLATERAL;
SECOND TO THE INTEREST DUE UPON ANY OF THE OBLIGATIONS AND/OR THE GUARANTY
OBLIGATIONS; AND THIRD, TO THE PRINCIPAL OF THE OBLIGATIONS AND/OR THE GUARANTY
OBLIGATIONS. IF ANY DEFICIENCY SHALL ARISE, DEBTOR SHALL REMAIN JOINTLY AND
SEVERALLY LIABLE TO LENDER THEREFOR.
(D)
LENDER IS HEREBY GRANTED A LICENSE OR OTHER
RIGHT TO USE, WITHOUT CHARGE, DEBTOR'S LABELS, PATENTS, COPYRIGHTS, RIGHTS OF
USE OF ANY NAME, TRADE SECRETS, TRADENAMES, TRADEMARKS AND ADVERTISING MATTER,
OR ANY PROPERTY OF A SIMILAR NATURE, AS IT PERTAINS TO THE COLLATERAL, IN
ADVERTISING FOR SALE AND SELLING ANY COLLATERAL AND DEBTOR'S RIGHTS UNDER ALL
LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO LENDER'S BENEFIT.
10.
LIMITATION ON DUTIES REGARDING PRESERVATION
OF COLLATERAL.
THE SECURED PARTY'S SOLE DUTY WITH RESPECT TO THE CUSTODY,
SAFEKEEPING AND PHYSICAL PRESERVATION OF THE COLLATERAL IN ITS POSSESSION, UNDER
SECTION 9-207 OF THE UCC OR OTHERWISE, SHALL BE TO DEAL WITH IT IN THE SAME
MANNER AS THE SECURED PARTY DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT.
NEITHER THE SECURED PARTY, NOR ANY OF