IN
ANY WAY REQUIRING NOTICE TO BE GIVEN IN THE FOLLOWING MANNER, EACH OBLIGOR
AGREES THAT ANY NOTICE BY THE AGENT OF SALE, DISPOSITION, OR OTHER INTENDED
ACTION HEREUNDER OR IN CONNECTION HEREWITH, WHETHER REQUIRED BY THE UCC OR
OTHERWISE, SHALL CONSTITUTE REASONABLE NOTICE TO SUCH OBLIGOR IF SUCH NOTICE IS
MAILED BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, OR IS DELIVERED PERSONALLY AGAINST RECEIPT, AT LEAST TEN (10) BUSINESS
DAYS PRIOR TO SUCH ACTION TO THE OBLIGORS' ADDRESS SPECIFIED IN OR PURSUANT TO
SECTION 15.7.
IF ANY COLLATERAL IS SOLD ON TERMS OTHER THAN PAYMENT IN FULL AT
THE TIME OF SALE, NO CREDIT SHALL BE GIVEN AGAINST THE OBLIGATIONS UNTIL THE
AGENT OR THE LENDERS RECEIVE PAYMENT, AND IF THE BUYER DEFAULTS IN PAYMENT, THE
AGENT MAY RESELL THE COLLATERAL.
IN THE EVENT THE AGENT SEEKS TO TAKE
POSSESSION OF ALL OR ANY PORTION OF THE COLLATERAL BY JUDICIAL PROCESS, EACH
OBLIGOR IRREVOCABLY WAIVES:
(A) THE POSTING OF ANY BOND, SURETY, OR SECURITY
WITH RESPECT THERETO WHICH MIGHT OTHERWISE BE REQUIRED; (B) ANY DEMAND FOR
POSSESSION PRIOR TO THE COMMENCEMENT OF ANY SUIT OR ACTION TO RECOVER THE
COLLATERAL; AND (C) ANY REQUIREMENT THAT THE AGENT RETAIN POSSESSION AND NOT
DISPOSE OF ANY COLLATERAL UNTIL AFTER TRIAL OR FINAL JUDGMENT.
EACH OBLIGOR
AGREES THAT THE AGENT HAS NO OBLIGATION TO PRESERVE RIGHTS TO THE COLLATERAL OR
MARSHAL ANY COLLATERAL FOR THE BENEFIT OF ANY PERSON.
THE AGENT IS HEREBY
GRANTED A LICENSE OR OTHER RIGHT TO USE, WITHOUT CHARGE, EACH OBLIGOR'S LABELS,
PATENTS, COPYRIGHTS, NAME, TRADE SECRETS, TRADE NAMES, TRADEMARKS, AND
ADVERTISING MATTER, OR ANY SIMILAR PROPERTY, IN COMPLETING PRODUCTION OF,
ADVERTISING, OR SELLING ANY COLLATERAL, AND EACH SUCH OBLIGOR'S RIGHTS UNDER ALL
LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO THE AGENT'S BENEFIT FOR
SUCH PURPOSE.
THE PROCEEDS OF SALE SHALL BE APPLIED FIRST TO ALL EXPENSES OF
SALE, INCLUDING REASONABLE ATTORNEYS' FEES, AND THEN TO THE OBLIGATIONS.
THE
AGENT WILL RETURN ANY EXCESS TO THE APPLICABLE OBLIGOR AND THE OBLIGORS SHALL
REMAIN LIABLE FOR ANY DEFICIENCY.
(D)
THE OBLIGORS ACKNOWLEDGE AND AGREE THAT THE LENDERS WOULD NOT PROVIDE
THE TERM LOAN IF, AMONG OTHER THINGS, THEY WERE NOT ASSURED THAT IF AN EVENT OF
DEFAULT SPECIFICALLY OCCURS, THE AGENT, ON BEHALF OF THE LENDERS, MAY OBTAIN ALL
AMOUNTS IN THE CASH COLLATERAL ACCOUNTS (OTHER THAN AMOUNTS HELD IN THE MAIN
OPERATING ACCOUNT SUBJECT TO THE LIENS IN FAVOR OF THE ADEQUATE PROTECTION
PARTIES (AS DEFINED IN THE FINANCING ORDER)) AND APPLY THEM IMMEDIATELY TO THE
OBLIGATIONS, AND OTHERWISE EXERCISE THE OTHER RIGHTS AND REMEDIES AVAILABLE TO
THE AGENT.
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, (I) NEITHER THE AGENT
NOR ANY LENDER SHALL TAKE ANY ACTION UNDER THIS SECTION 11.2 (OR SIMILAR
PROVISIONS OF ANY LOAN DOCUMENT) EXCEPT AFTER COMPLIANCE WITH ANY APPLICABLE
NOTICE REQUIREMENTS APPLICABLE THERETO SET FORTH IN ACCORDANCE WITH THE
FINANCING ORDER, AND (II) FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF
AN EVENT OF DEFAULT, ALL AMOUNTS RECEIVED BY