OR MORE GOING OUT OF BUSINESS SALES, IN THE
ADMINISTRATIVE AGENT'S OWN RIGHT OR BY ONE OR MORE AGENTS AND CONTRACTORS.
SUCH
SALE(S) MAY BE CONDUCTED UPON ANY PREMISES OWNED, LEASED OR OCCUPIED BY ANY
GRANTOR.
THE ADMINISTRATIVE AGENT AND ANY SUCH AGENT OR CONTRACTOR, IN
CONJUNCTION WITH ANY SUCH SALE, MAY AUGMENT THE INVENTORY WITH OTHER GOODS (ALL
OF WHICH OTHER GOODS SHALL REMAIN THE SOLE PROPERTY OF THE ADMINISTRATIVE AGENT
OR SUCH AGENT OR CONTRACTOR).
ANY AMOUNTS REALIZED FROM THE SALE OF SUCH GOODS
WHICH CONSTITUTE AUGMENTATIONS TO THE INVENTORY (NET OF AN ALLOCABLE SHARE OF
THE COSTS AND EXPENSES INCURRED IN THEIR DISPOSITION) SHALL BE THE SOLE PROPERTY
OF THE ADMINISTRATIVE AGENT OR SUCH AGENT OR CONTRACTOR AND NEITHER ANY GRANTOR
NOR ANY PERSON CLAIMING UNDER OR IN RIGHT OF ANY GRANTOR SHALL HAVE ANY INTEREST
THEREIN.
EACH PURCHASER AT ANY SUCH GOING OUT OF BUSINESS SALE SHALL HOLD THE
PROPERTY SOLD ABSOLUTELY, FREE FROM ANY CLAIM OR RIGHT ON THE PART OF ANY
GRANTOR.
(C)
WITH RESPECT TO ANY COLLATERAL CONSISTING OF INTELLECTUAL
PROPERTY, ON DEMAND, TO CAUSE THE SECURITY INTEREST GRANTED HEREIN TO BECOME AN
ASSIGNMENT, TRANSFER AND CONVEYANCE OF ANY OF OR ALL SUCH COLLATERAL BY THE
APPLICABLE GRANTORS TO THE ADMINISTRATIVE AGENT OR TO LICENSE OR SUBLICENSE,
WHETHER GENERAL, SPECIAL OR OTHERWISE, AND WHETHER ON AN EXCLUSIVE OR A
NONEXCLUSIVE BASIS, ANY SUCH COLLATERAL THROUGHOUT THE WORLD ON SUCH TERMS AND
CONDITIONS AND IN SUCH MANNER AS THE ADMINISTRATIVE AGENT SHALL REASONABLY
DETERMINE (OTHER THAN IN VIOLATION OF ANY THEN-EXISTING LICENSING ARRANGEMENTS
TO THE EXTENT THAT WAIVERS THEREUNDER CANNOT BE OBTAINED).
(D)
WITH OR WITHOUT LEGAL PROCESS AND WITH OR WITHOUT PRIOR NOTICE OR
DEMAND FOR PERFORMANCE, THE ADMINISTRATIVE AGENT MAY ENTER UPON, OCCUPY AND
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USE ANY PREMISES OWNED OR OCCUPIED BY EACH GRANTOR, AND MAY EXCLUDE THE GRANTORS
FROM SUCH PREMISES OR PORTION THEREOF AS MAY HAVE BEEN SO ENTERED UPON, OCCUPIED
OR USED BY THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT SHALL NOT BE
REQUIRED TO REMOVE ANY OF THE COLLATERAL FROM ANY SUCH PREMISES UPON THE
ADMINISTRATIVE AGENT'S TAKING POSSESSION THEREOF, AND MAY RENDER ANY COLLATERAL
UNUSABLE TO THE GRANTORS.
IN NO EVENT SHALL THE ADMINISTRATIVE AGENT BE LIABLE
TO ANY GRANTOR FOR USE OR OCCUPANCY BY THE ADMINISTRATIVE AGENT OF ANY PREMISES
PURSUANT TO THIS SECTION 6.01, NOR FOR ANY CHARGE (SUCH AS WAGES FOR THE
GRANTORS' EMPLOYEES AND UTILITIES) INCURRED IN CONNECTION WITH THE
ADMINISTRATIVE AGENT'S EXERCISE OF THE ADMINISTRATIVE AGENT'S RIGHTS AND
REMEDIES HEREUNDER.
(E)
THE ADMINISTRATIVE AGENT MAY REQUIRE ANY GRANTOR TO ASSEMBLE THE
COLLATERAL AND MAKE IT AVAILABLE TO THE ADMINISTRATIVE AGENT AT THE GRANTOR'S
SOLE RISK AND EXPENSE AT A PLACE OR PLACES WHICH ARE REASONABLY CONVENIENT TO
BOTH THE ADMINISTRATIVE AGENT AND SUCH GRANTOR.
(F)
EACH GRANTOR AGREES THAT THE ADMINISTRATIVE AGENT SHALL HAVE THE
RIGHT, SUBJECT TO APPLICABLE LAW, TO SELL OR OTHERWISE DISPOSE OF ALL OR ANY
PART OF THE COLLATERAL, AT PUBLIC OR PRIVATE SALE, FOR CASH, UPON CREDIT