LIENS, EXCEPT AS OTHERWISE PERMITTED UNDER SECTIONS
6.06, 6.07 OR 6.08.
SECTION 6.05
CERTAIN REMEDIES.
If any Event of Default shall have occurred and is continuing:
(A)
COLUMBUS BANK MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN ADDITION TO
OTHER RIGHTS AVAILABLE TO IT AT LAW OR IN EQUITY OR OTHERWISE, ALL THE RIGHTS
AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER THE UCC (WHETHER OR NOT THE UCC
APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY (I) REQUIRE LLC II TO, AND LLC
II HEREBY AGREES THAT IT WILL, AT ITS EXPENSE AND UPON REQUEST OF COLUMBUS BANK
FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED BY COLUMBUS BANK
AND MAKE IT AVAILABLE TO COLUMBUS BANK AT A PLACE TO BE DESIGNATED BY COLUMBUS
BANK THAT IS REASONABLY CONVENIENT TO BOTH PARTIES, (II) EXERCISE ANY AND ALL
RIGHTS AND REMEDIES OF LLC II UNDER OR IN CONNECTION WITH THE COLLATERAL, (III)
FORECLOSE OR OTHERWISE ENFORCE COLUMBUS BANK'S SECURITY INTEREST IN ANY MANNER
PERMITTED BY LAW OR PROVIDED FOR IN
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THIS AGREEMENT, (IV) WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL OR OTHERWISE
DISPOSE OF THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT ONE OR
MORE PUBLIC OR PRIVATE SALES, AT ANY PLACE OR PLACES WHETHER OR NOT THE
COLLATERAL IS PRESENT AT THE PLACE OF SALE, FOR CASH, ON CREDIT, OR FOR FUTURE
DELIVERY, AND UPON SUCH OTHER TERMS AND IN SUCH MANNER AS COLUMBUS BANK MAY, IN
COMPLIANCE WITH ANY MANDATORY REQUIREMENTS OF APPLICABLE LAW, DETERMINE TO BE
COMMERCIALLY REASONABLE, (V) RECOVER FROM LLC II ALL COSTS AND EXPENSES,
INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, INCURRED OR PAID BY
COLUMBUS BANK IN EXERCISING ANY RIGHT, POWER, PRIVILEGE OR REMEDY PROVIDED BY
THIS AGREEMENT OR BY LAW OR IN EQUITY, (VI) WITHOUT NOTICE OR DEMAND OF LEGAL
PROCESS, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY LLC II, ENTER INTO PROPERTY
WHERE ANY COLLATERAL OR BOOKS AND RECORDS RELATING THERETO ARE LOCATED AND TAKE
POSSESSION THEREOF WITH OR WITHOUT JUDICIAL PROCESS, AND (VII) PRIOR TO THE
DISPOSITION OF THE COLLATERAL, PREPARE IT FOR DISPOSITION IN ANY MANNER AND TO
THE EXTENT COLUMBUS BANK DEEMS APPROPRIATE; PROVIDED, HOWEVER, THAT
NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, COLUMBUS BANK MAY SELL OR
OTHERWISE DISPOSE THE COLLATERAL OR ANY PART THEREOF IN ITS THEN CONDITION
WITHOUT ANY PREPARATION OR PROCESSING.
LLC II AGREES THAT, TO THE EXTENT NOTICE
OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN (10) DAYS' PRIOR WRITTEN NOTICE
TO LLC II 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 THEREOF.
COLUMBUS BANK SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS
OF NOTICE OF SALE HAVING BEEN GIVEN.
COLUMBUS BANK 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 NOTICE, BE MADE AT THE