COLLATERAL AGENT SHALL SELECT, WHETHER AT BORROWER'S PREMISES OR
ELSEWHERE, AND TO MAKE AVAILABLE TO COLLATERAL AGENT ALL OF BORROWER'S PREMISES
AND FACILITIES FOR THE PURPOSE OF COLLATERAL AGENT'S TAKING POSSESSION OF,
REMOVING OR PUTTING THE INVENTORY AND SUCH OTHER GOODS IN SALABLE FORM;
(O)
TO CAUSE COLLATERAL AGENT TO COLLECT, RECEIVE, APPROPRIATE,
REPOSSESS AND REALIZE UPON THE COLLATERAL, OR ANY PART THEREOF, AND TO SELL,
LEASE, ASSIGN, GIVE OPTION OR OPTIONS TO PURCHASE, OR SELL OR OTHERWISE DISPOSE
OF AND DELIVER THE COLLATERAL (OR CONTRACT TO DO SO), OR ANY PART THEREOF, IN
ONE OR MORE PARCELS, AT PUBLIC OR PRIVATE SALE OR SALES, AT ANY EXCHANGE
BROKER'S BOARD OR AT ANY OF COLLATERAL AGENT'S OFFICES OR ELSEWHERE, AT SUCH
PRICES AS COLLATERAL AGENT MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE
DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK.
COLLATERAL AGENT SHALL HAVE THE
RIGHT UPON ANY SUCH PUBLIC SALE OR SALES, AND TO THE EXTENT PERMITTED BY LAW, TO
PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, FREE OF ANY RIGHT OR
EQUITY OF REDEMPTION, WHICH EQUITY OF REDEMPTION BORROWER HEREBY RELEASES, AND
BORROWER WAIVES ALL CLAIMS, DAMAGES AND DEMANDS AGAINST COLLATERAL AGENT ARISING
OUT OF THE REPOSSESSION, RETENTION OR SALE OF THE COLLATERAL;
(P)
TO CAUSE COLLATERAL AGENT TO USE, AND TO PERMIT ANY PURCHASER OF
ANY OF THE COLLATERAL FROM COLLATERAL AGENT TO USE WITHOUT CHARGE, BORROWER'S
LABELS, GENERAL INTANGIBLES, AND ADVERTISING MATTER OR ANY PROPERTY OF A SIMILAR
NATURE, AS IT PERTAINS TO, OR IS
80
INCLUDED IN, ANY OF THE COLLATERAL, IN ADVERTISING FOR SALE, PREPARING FOR SALE
AND SELLING ANY COLLATERAL, AND FINISHING THE MANUFACTURE, PROCESSING,
FABRICATION, PACKAGING AND DELIVERY OF THE INVENTORY, AND BORROWER'S RIGHTS
UNDER ALL LICENSES AND ALL FRANCHISE AGREEMENTS SHALL INURE TO COLLATERAL
AGENT'S BENEFIT;
(Q)
TO CAUSE COLLATERAL AGENT TO SEND ANY WRITTEN NOTICE TO BORROWER
REQUIRED BY LAW OR THIS AGREEMENT IN THE MANNER SET FORTH IN THIS AGREEMENT; AND
ANY NOTICE SENT BY COLLATERAL AGENT IN SUCH MANNER AT LEAST TEN (10) BUSINESS
DAYS (COUNTING THE DATE OF SENDING) PRIOR TO THE DATE OF A PROPOSED DISPOSITION
OF THE COLLATERAL SHALL BE DEEMED TO BE REASONABLE NOTICE (PROVIDED, HOWEVER,
THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO REQUIRE TEN (10) BUSINESS DAYS'
NOTICE IF, UNDER THE APPLICABLE CIRCUMSTANCES, A SHORTER PERIOD OF TIME WOULD BE
ALLOWED UNDER APPLICABLE LAW); AND
(R)
TO EXERCISE, AND TO CAUSE COLLATERAL AGENT TO EXERCISE, IN
ADDITION TO ALL OTHER RIGHTS WHICH IT HAS UNDER THIS AGREEMENT OR OTHER
APPLICABLE LAW, ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON DEFAULT
UNDER THE UNIFORM COMMERCIAL CODE OR OTHER APPLICABLE LAW.
11.6
RIGHT OF SET-OFF.
UPON THE OCCURRENCE OF AND DURING THE
CONTINUANCE OF ANY DEFAULT, LENDER PARTY MAY, AND IS HEREBY AUTHORIZED BY
BORROWER, AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAWS, AND WITHOUT NOTICE TO BORROWER, SET-OFF AND APPLY ANY AND ALL
DEPOSITS