SECURED OBLIGATIONS THEN OWING, WHETHER BY
ACCELERATION OR OTHERWISE, AND ALSO MAY PURSUE ANY OF THE FOLLOWING SEPARATELY,
SUCCESSIVELY OR SIMULTANEOUSLY:
(I)
REQUIRE ANY GRANTOR TO, AND EACH GRANTOR HEREBY AGREES THAT IT
SHALL AT ITS EXPENSE AND PROMPTLY UPON REQUEST OF THE COLLATERAL AGENT
FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED BY THE COLLATERAL
AGENT AND MAKE IT AVAILABLE TO THE COLLATERAL AGENT AT A PLACE TO BE DESIGNATED
BY THE COLLATERAL AGENT THAT IS REASONABLY CONVENIENT TO BOTH PARTIES;
(II)
ENTER ONTO THE PROPERTY DURING NORMAL BUSINESS HOURS WHERE ANY
COLLATERAL IS LOCATED AND TAKE POSSESSION THEREOF WITH OR WITHOUT JUDICIAL
PROCESS;
(III)
PRIOR TO THE DISPOSITION OF THE COLLATERAL, STORE, PROCESS,
REPAIR OR RECONDITION THE COLLATERAL OR OTHERWISE PREPARE THE COLLATERAL FOR
DISPOSITION IN ANY MANNER TO THE EXTENT THE COLLATERAL AGENT DEEMS REASONABLY
APPROPRIATE; AND
(IV)
WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW OR UNDER THE UCC, SELL,
ASSIGN, LEASE, LICENSE (ON AN EXCLUSIVE OR NONEXCLUSIVE BASIS) OR OTHERWISE
DISPOSE OF 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, AT SUCH TIME OR TIMES AND AT SUCH PRICE
OR PRICES AND UPON SUCH OTHER TERMS AS THE COLLATERAL AGENT MAY DEEM
COMMERCIALLY REASONABLE.
(B)
THE COLLATERAL AGENT OR ANY SECURED PARTY MAY BE THE PURCHASER OF
ANY OR ALL OF THE COLLATERAL AT ANY PUBLIC OR PRIVATE (TO THE EXTENT TO THE
PORTION OF THE COLLATERAL BEING PRIVATELY SOLD IS OF A KIND THAT IS CUSTOMARILY
SOLD ON A RECOGNIZED MARKET OR THE SUBJECT OF WIDELY DISTRIBUTED STANDARD PRICE
QUOTATIONS) SALE IN ACCORDANCE WITH THE UCC AND THE COLLATERAL AGENT, AS
COLLATERAL AGENT FOR AND REPRESENTATIVE OF THE SECURED PARTIES, SHALL BE
ENTITLED, FOR THE PURPOSE OF BIDDING AND MAKING SETTLEMENT OR PAYMENT OF THE
PURCHASE PRICE FOR ALL OR ANY PORTION OF THE COLLATERAL SOLD AT ANY SUCH SALE
MADE IN ACCORDANCE WITH THE UCC, TO USE AND APPLY ANY OF THE SECURED OBLIGATIONS
AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE FOR ANY COLLATERAL PAYABLE BY THE
COLLATERAL AGENT AT SUCH SALE.
EACH PURCHASER AT ANY SUCH SALE SHALL HOLD THE
PROPERTY SOLD ABSOLUTELY FREE FROM ANY CLAIM OR RIGHT ON THE PART OF ANY
GRANTOR, AND EACH GRANTOR HEREBY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE
LAW) ALL RIGHTS OF REDEMPTION, STAY AND/OR APPRAISAL WHICH IT NOW HAS OR MAY AT
ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR
HEREAFTER ENACTED.
EACH GRANTOR AGREES THAT, TO THE EXTENT NOTICE OF SALE 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 IS TO BE
MADE SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE COLLATERAL AGENT SHALL NOT
BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL REGARDLESS OF NOTICE OF