AND IS CONTINUING:
(I) THE AGENT
SHALL HAVE FOR THE BENEFIT OF THE LENDERS, IN ADDITION TO ALL OTHER RIGHTS OF
THE AGENT AND THE LENDERS, THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE
UCC; (II) THE AGENT MAY, AT ANY TIME, TAKE POSSESSION OF, FORECLOSE ON AND/OR
REQUEST A RECEIVER OF THE COLLATERAL AND KEEP IT ON ANY OBLIGOR'S PREMISES, AT
NO COST TO THE AGENT OR ANY LENDER, OR REMOVE ANY PART OF IT TO SUCH OTHER PLACE
OR PLACES AS THE AGENT MAY DESIRE, OR THE OBLIGORS SHALL, UPON THE AGENT'S
DEMAND, AT THE OBLIGORS' COST, ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO
THE AGENT AT A PLACE REASONABLY CONVENIENT TO THE AGENT; (III) THE AGENT MAY
SELL AND DELIVER ANY COLLATERAL AT PUBLIC OR PRIVATE SALES, FOR CASH, UPON
CREDIT, OR OTHERWISE, AT SUCH PRICES AND UPON SUCH TERMS AS THE AGENT DEEMS
ADVISABLE, IN ITS SOLE DISCRETION, AND MAY, IF THE AGENT DEEMS IT REASONABLE,
POSTPONE OR ADJOURN ANY SALE OF THE COLLATERAL BY AN ANNOUNCEMENT AT THE TIME
AND PLACE OF SALE OR OF SUCH POSTPONED OR ADJOURNED SALE; (IV) THE AGENT MAY
HOLD, LEASE, DEVELOP, MANAGE, OPERATE, CONTROL AND OTHERWISE USE THE FIRST LIEN
PROPERTIES UPON SUCH TERMS AND CONDITIONS AS THE AGENT MAY DEEM REASONABLE UNDER
THE CIRCUMSTANCES (MAKING SUCH REPAIRS, ALTERATIONS, ADDITIONS AND IMPROVEMENTS
AND TAKING OTHER ACTIONS, FROM TIME TO TIME, AS THE AGENT DEEMS REASONABLY
NECESSARY OR DESIRABLE), EXERCISE ALL SUCH RIGHTS AND POWERS OF EACH OBLIGOR
WITH RESPECT TO THE FIRST LIEN PROPERTIES, WHETHER IN THE NAME OF OBLIGOR OR
OTHERWISE, INCLUDING WITHOUT LIMITATION THE RIGHT TO MAKE, CANCEL, ENFORCE OR
MODIFY LEASES, OBTAIN AND EVICT TENANTS, AND DEMAND, SUE FOR, COLLECT AND
RECEIVE ALL RENTS, IN EACH CASE, IN ACCORDANCE WITH THE STANDARDS APPLICABLE TO
THE AGENT UNDER THE LOAN DOCUMENTS; (V) THE AGENT MAY EMPLOY CONSULTANTS TO
INSPECT THE FIRST LIEN PROPERTIES AND TO ASSURE COMPLIANCE BY EACH OBLIGOR OF
THE TERMS AND CONDITIONS OF THE LOAN DOCUMENTS AND TO TAKE ANY OTHER REASONABLE
ACTIONS, AS THE AGENT DEEMS REASONABLY NECESSARY OR DESIRABLE, IN CONNECTION
WITH THE FIRST LIEN PROPERTIES (INCLUDING PREPARING FOR THE DISPOSITION
THEREOF), AND ALL ACTUAL, REASONABLE, OUT-OF-POCKET FEES AND EXPENSES INCURRED
IN CONNECTION THEREWITH SHALL BE BORNE BY THE OBLIGORS AND (VI) UPON DEMAND FROM
THE AGENT, THE APPLICABLE OBLIGOR SHALL DIRECT THE GRANTOR OR LICENSOR OF, OR
THE CONTRACTING PARTY TO, ANY PROPERTY AGREEMENT WITH RESPECT TO ANY FIRST LIEN
PROPERTY TO RECOGNIZE AND ACCEPT THE AGENT, FOR THE BENEFIT OF AND ON BEHALF OF
THE LENDERS, AS THE PARTY TO
77
SUCH AGREEMENT FOR ANY AND ALL PURPOSES AS FULLY AS IT WOULD RECOGNIZE AND
ACCEPT SUCH OBLIGOR AND THE PERFORMANCE OF SUCH OBLIGOR THEREUNDER AND, IN SUCH
EVENTS, WITHOUT FURTHER NOTICE OR DEMAND AND AT SUCH OBLIGOR'S SOLE COST AND
EXPENSE, THE AGENT, FOR THE BENEFIT OF AND ON BEHALF OF THE LENDERS, MAY
EXERCISE ALL RIGHTS OF SUCH OBLIGOR ARISING UNDER SUCH AGREEMENTS.
WITHOUT