TO
THE AFFECTED COLLATERAL), AND ALSO MAY (I) TAKE ABSOLUTE CONTROL OF THE
COLLATERAL, INCLUDING, WITHOUT LIMITATION, TRANSFER INTO THE COLLATERAL AGENT'S
NAME OR INTO THE NAME OF ITS NOMINEE OR NOMINEES (TO THE EXTENT THE COLLATERAL
AGENT HAS NOT THERETOFORE DONE SO) AND THEREAFTER RECEIVE, FOR THE BENEFIT OF
THE COLLATERAL AGENT, ALL PAYMENTS MADE THEREON, GIVE ALL CONSENTS, WAIVERS AND
RATIFICATIONS IN RESPECT THEREOF AND OTHERWISE ACT WITH RESPECT THERETO AS
THOUGH IT WERE THE OUTRIGHT OWNER THEREOF, (II) REQUIRE EACH GRANTOR TO, AND
EACH GRANTOR HEREBY AGREES THAT IT WILL AT ITS EXPENSE AND UPON REQUEST OF THE
COLLATERAL AGENT FORTHWITH, ASSEMBLE ALL OR PART OF ITS RESPECTIVE COLLATERAL AS
DIRECTED BY THE COLLATERAL AGENT AND MAKE IT AVAILABLE TO THE COLLATERAL AGENT
AT A PLACE OR PLACES TO BE DESIGNATED BY THE COLLATERAL AGENT THAT IS REASONABLY
CONVENIENT TO BOTH PARTIES, AND THE COLLATERAL AGENT MAY ENTER INTO AND OCCUPY
ANY PREMISES OWNED OR LEASED BY SUCH GRANTOR WHERE THE COLLATERAL OR ANY PART
THEREOF IS LOCATED OR ASSEMBLED FOR A REASONABLE PERIOD IN ORDER TO EFFECTUATE
THE COLLATERAL AGENT'S RIGHTS AND REMEDIES HEREUNDER OR UNDER LAW, WITHOUT
OBLIGATION TO SUCH GRANTOR IN RESPECT OF SUCH OCCUPATION, AND (III) WITHOUT
NOTICE EXCEPT AS SPECIFIED BELOW AND WITHOUT ANY OBLIGATION TO PREPARE OR
PROCESS THE COLLATERAL
18
FOR SALE, (A) SELL THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT
PUBLIC OR PRIVATE SALE, AT ANY OF THE COLLATERAL AGENT'S OFFICES OR ELSEWHERE,
FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND AT SUCH PRICE OR PRICES AND UPON
SUCH OTHER TERMS AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE AND/OR
(B) LEASE, LICENSE OR DISPOSE OF THE COLLATERAL OR ANY PART THEREOF UPON SUCH
TERMS AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE.
EACH GRANTOR
AGREES THAT, TO THE EXTENT NOTICE OF SALE OR ANY OTHER DISPOSITION OF ITS
RESPECTIVE COLLATERAL SHALL BE REQUIRED BY LAW, AT LEAST TEN (10) DAYS' NOTICE
TO SUCH GRANTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH
ANY PRIVATE SALE OR OTHER DISPOSITION OF ITS RESPECTIVE COLLATERAL IS TO BE MADE
SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE COLLATERAL AGENT SHALL NOT BE
OBLIGATED TO MAKE ANY SALE OR OTHER DISPOSITION OF ANY COLLATERAL REGARDLESS OF
NOTICE OF SALE HAVING BEEN GIVEN.
THE COLLATERAL 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 NOTICE, BE MADE AT THE TIME AND
PLACE TO WHICH IT WAS SO ADJOURNED.
EACH GRANTOR HEREBY WAIVES ANY CLAIMS
AGAINST THE COLLATERAL AGENT AND THE BUYERS ARISING BY REASON OF THE FACT THAT
THE PRICE AT WHICH ITS RESPECTIVE COLLATERAL MAY HAVE BEEN SOLD AT A PRIVATE
SALE WAS LESS THAN THE PRICE WHICH MIGHT HAVE BEEN OBTAINED AT A PUBLIC SALE OR
WAS LESS THAN THE AGGREGATE AMOUNT OF THE OBLIGATIONS, EVEN IF THE COLLATERAL
AGENT ACCEPTS THE FIRST