IT, ALL THE RIGHTS AND REMEDIES
AVAILABLE TO IT AT LAW (INCLUDING THOSE OF A SECURED PARTY UNDER THE CODE) OR IN
EQUITY.
(E)
SETTLE OR ADJUST DISPUTES AND CLAIMS DIRECTLY WITH ACCOUNT DEBTORS
FOR AMOUNTS AND UPON TERMS WHICH COLLATERAL AGENT CONSIDERS ADVISABLE, AND IN
SUCH CASES, COLLATERAL AGENT SHALL CREDIT, OR SHALL CAUSE ADMINISTRATIVE AGENT
TO CREDIT, THE LOAN ACCOUNT WITH ONLY THE NET AMOUNTS RECEIVED BY COLLATERAL
AGENT IN PAYMENT OF SUCH DISPUTED ACCOUNTS AFTER DEDUCTING ALL LENDER GROUP
EXPENSES INCURRED OR EXPENDED IN CONNECTION THEREWITH;
(F)
CAUSE EACH DEBTOR TO HOLD ALL RETURNED INVENTORY IN TRUST FOR
COLLATERAL AGENT, SEGREGATE ALL RETURNED INVENTORY FROM ALL OTHER PROPERTY OF
ANY DEBTOR OR IN SUCH DEBTOR'S POSSESSION AND CONSPICUOUSLY LABEL SAID RETURNED
INVENTORY AS THE PROPERTY OF COLLATERAL AGENT;
(G)
WITHOUT NOTICE OR DEMAND, MAKE SUCH PAYMENTS AND DO SUCH ACTS AS
COLLATERAL AGENT CONSIDERS NECESSARY OR REASONABLE TO PROTECT ITS SECURITY
INTEREST IN THE COLLATERAL.
EACH DEBTOR AGREES TO ASSEMBLE THE COLLATERAL IF
COLLATERAL AGENT SO REQUIRES, AND TO MAKE THE COLLATERAL AVAILABLE TO COLLATERAL
AGENT AS COLLATERAL AGENT MAY DESIGNATE.
EACH DEBTOR AUTHORIZES COLLATERAL
AGENT TO ENTER THE PREMISES WHERE THE COLLATERAL IS LOCATED, TO TAKE AND
MAINTAIN POSSESSION OF THE COLLATERAL, OR ANY PART OF IT, AND TO PAY, PURCHASE,
CONTEST, OR COMPROMISE ANY ENCUMBRANCE, CHARGE, OR LIEN WHICH IN COLLATERAL
AGENT'S DETERMINATION APPEARS TO BE PRIOR OR SUPERIOR TO ITS SECURITY INTEREST
AND TO PAY ALL EXPENSES INCURRED IN CONNECTION THEREWITH.
WITH RESPECT TO EACH
DEBTOR'S OWNED PREMISES, EACH DEBTOR HEREBY GRANTS COLLATERAL AGENT A LICENSE TO
ENTER INTO POSSESSION OF SUCH PREMISES AND TO OCCUPY THE SAME, WITHOUT CHARGE,
FOR UP TO ONE HUNDRED TWENTY (120) DAYS IN ORDER TO EXERCISE ANY OF COLLATERAL
AGENT'S RIGHTS OR REMEDIES PROVIDED HEREIN, AT LAW, IN EQUITY, OR OTHERWISE;
(H)
SHIP, RECLAIM, RECOVER, STORE, FINISH, MAINTAIN, REPAIR, PREPARE
FOR SALE, ADVERTISE FOR SALE, AND SELL (IN THE MANNER PROVIDED FOR HEREIN) THE
COLLATERAL.
COLLATERAL AGENT IS HEREBY GRANTED A LICENSE OR OTHER RIGHT TO USE,
WITHOUT CHARGE, EACH DEBTOR'S LABELS, PATENTS, COPYRIGHTS, RIGHTS OF USE OF ANY
NAME, TRADE SECRETS, TRADE NAMES, TRADEMARKS, SERVICE MARKS, AND ADVERTISING
MATTER, OR ANY PROPERTY OF A SIMILAR NATURE, AS IT PERTAINS TO THE
10
COLLATERAL, IN COMPLETING PRODUCTION OF ADVERTISING FOR SALE AND SELLING ANY
COLLATERAL, AND EACH DEBTOR'S RIGHTS UNDER ALL LICENSES AND ALL FRANCHISE
AGREEMENTS SHALL INURE TO THE LENDER GROUP'S BENEFIT;
(I)
SELL ALL OR ANY PART OF THE COLLATERAL AT EITHER A PUBLIC OR
PRIVATE SALE, OR BOTH, BY WAY OF ONE OR MORE CONTRACTS OR TRANSACTIONS, FOR CASH
OR ON TERMS, IN SUCH MANNER AND AT SUCH PLACES (INCLUDING EACH DEBTOR'S
PREMISES) AS COLLATERAL AGENT DETERMINES IS COMMERCIALLY REASONABLE.
IT IS NOT
NECESSARY THAT THE COLLATERAL BE PRESENT AT ANY SUCH SALE.
COLLATERAL AGENT ON
BEHALF OF THE LENDER GROUP SHALL HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR
SALES, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE