ITS RIGHTS IN THE COLLATERAL, TAKE POSSESSION OF SUCH PREMISES OR PLACE
CUSTODIANS IN EXCLUSIVE CONTROL THEREOF, REMAIN ON SUCH PREMISES AND USE THE
SAME AND ANY OF THE BORROWER'S EQUIPMENT, FOR THE PURPOSE OF (A) COMPLETING ANY
WORK IN PROCESS, PREPARING ANY INVENTORY FOR DISPOSITION AND DISPOSING THEREOF,
AND (B) COLLECTING ANY RECEIVABLE, AND THE ADMINISTRATIVE AGENT AND THE LENDERS
ARE HEREBY GRANTED A NON-EXCLUSIVE LICENSE OR SUBLICENSE AND ALL OTHER RIGHTS AS
MAY BE NECESSARY, APPROPRIATE OR DESIRABLE TO USE THE PROPRIETARY RIGHTS IN
CONNECTION WITH THE FOREGOING, AND THE RIGHTS OF THE BORROWER UNDER ALL LICENSES
AND FRANCHISE AGREEMENTS SHALL INURE TO THE ADMINISTRATIVE AGENT'S BENEFIT
(PROVIDED, HOWEVER, THAT ANY USE OF ANY FEDERALLY REGISTERED TRADEMARKS AS TO
ANY GOODS SHALL BE SUBJECT TO THE CONTROL AS TO THE QUALITY OF SUCH GOODS OF THE
OWNER OF SUCH TRADEMARKS AND THE GOODWILL OF THE BUSINESS SYMBOLIZED THEREBY);
(IX)
EXERCISE ANY AND ALL OF ITS RIGHTS UNDER ANY AND ALL OF THE
SECURITY DOCUMENTS;
(X)
APPLY ANY CASH COLLATERAL TO THE PAYMENT OF THE SECURED
OBLIGATIONS IN ANY ORDER IN WHICH THE ADMINISTRATIVE AGENT MAY ELECT OR USE SUCH
CASH IN CONNECTION WITH THE EXERCISE OF ANY OF ITS OTHER RIGHTS HEREUNDER OR
UNDER ANY OF THE SECURITY DOCUMENTS;
(XI)
ESTABLISH OR CAUSE TO BE ESTABLISHED ONE OR MORE LOCKBOXES OR
OTHER ARRANGEMENT FOR THE DEPOSIT OF PROCEEDS OF RECEIVABLES, AND, IN SUCH CASE,
THE BORROWER
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SHALL CAUSE TO BE FORWARDED TO THE ADMINISTRATIVE AGENT AT THE ADMINISTRATIVE
AGENT'S OFFICE, ON A DAILY BASIS, COPIES OF ALL CHECKS AND OTHER ITEMS OF
PAYMENT AND DEPOSIT SLIPS RELATED THERETO DEPOSITED IN SUCH LOCKBOXES, TOGETHER
WITH COLLECTION REPORTS IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE
AGENT; AND
(XII)
EXERCISE ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UCC AND UNDER ANY OTHER APPLICABLE LAW, INCLUDING, WITHOUT LIMITATION, THE
RIGHT, WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW AND WITH OR WITHOUT TAKING THE
POSSESSION THEREOF, TO SELL THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE
PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY LOCATION CHOSEN BY THE ADMINISTRATIVE
AGENT, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY AND AT SUCH PRICE OR PRICES
AND UPON SUCH OTHER TERMS AS THE ADMINISTRATIVE AGENT MAY DEEM COMMERCIALLY
REASONABLE.
THE BORROWER AGREES THAT, TO THE EXTENT NOTICE OF SALE SHALL BE
REQUIRED BY LAW, AT LEAST 10 DAYS' NOTICE TO THE BORROWER 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, BUT NOTICE GIVEN IN ANY OTHER REASONABLE
MANNER OR AT ANY OTHER REASONABLE TIME SHALL ALSO CONSTITUTE REASONABLE
NOTIFICATION.
THE ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE
OF COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE
ADMINISTRATIVE 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