THE SATISFACTION TIME SHALL BE PAID OVER TO THE APPLICABLE
GRANTOR OR TO WHOMSOEVER MAY BE LAWFULLY ENTITLED TO RECEIVE THE SAME.
20
6.6
CODE AND OTHER REMEDIES.
IF AN EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING, THE ADMINISTRATIVE AGENT, ON BEHALF OF
THE LENDERS, MAY EXERCISE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES GRANTED
TO THEM IN THIS AGREEMENT AND IN ANY OTHER INSTRUMENT OR AGREEMENT SECURING,
EVIDENCING OR RELATING TO THE SECURED OBLIGATIONS, ALL RIGHTS AND REMEDIES OF A
SECURED PARTY UNDER THE UCC OR ANY OTHER APPLICABLE LAW.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE ADMINISTRATIVE AGENT, WITHOUT DEMAND OF
PERFORMANCE OR OTHER DEMAND, PRESENTMENT, PROTEST, ADVERTISEMENT OR NOTICE OF
ANY KIND (EXCEPT ANY NOTICE REQUIRED BY LAW) TO OR UPON ANY GRANTOR OR ANY OTHER
PERSON (ALL AND EACH OF WHICH DEMANDS, DEFENSES, ADVERTISEMENTS AND NOTICES ARE
HEREBY WAIVED), MAY IN SUCH CIRCUMSTANCES FORTHWITH COLLECT, RECEIVE,
APPROPRIATE AND REALIZE UPON THE COLLATERAL, OR ANY PART THEREOF, AND/OR MAY
FORTHWITH SELL, LEASE, ASSIGN, GIVE OPTIONS TO PURCHASE, OR OTHERWISE DISPOSE OF
AND DELIVER THE COLLATERAL OR ANY PART THEREOF (OR CONTRACT TO DO ANY OF THE
FOREGOING), IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, AT ANY
EXCHANGE, BROKER'S BOARD OR OFFICE OF THE ADMINISTRATIVE AGENT OR ANY LENDER OR
ELSEWHERE UPON SUCH TERMS AND CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH
PRICES AS IT MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITH
ASSUMPTION OF ANY CREDIT RISK.
THE ADMINISTRATIVE AGENT OR ANY LENDER SHALL
HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR SALES, AND, TO THE EXTENT PERMITTED
BY LAW, UPON ANY SUCH PRIVATE SALE OR SALES, TO PURCHASE THE WHOLE OR ANY PART
OF THE COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION IN ANY
GRANTOR, WHICH RIGHT OR EQUITY IS HEREBY WAIVED AND RELEASED.
EACH GRANTOR
FURTHER AGREES, AT THE ADMINISTRATIVE AGENT'S REQUEST, TO ASSEMBLE THE
COLLATERAL AND MAKE IT AVAILABLE TO THE ADMINISTRATIVE AGENT AT PLACES WHICH THE
ADMINISTRATIVE AGENT SHALL REASONABLY SELECT, WHETHER AT SUCH GRANTOR'S PREMISES
OR ELSEWHERE.
THE ADMINISTRATIVE AGENT SHALL APPLY THE NET PROCEEDS OF ANY
ACTION TAKEN BY IT PURSUANT TO THIS SECTION 6.6, AFTER DEDUCTING ALL REASONABLE
COSTS AND EXPENSES OF EVERY KIND INCURRED IN CONNECTION THEREWITH OR INCIDENTAL
TO THE CARE OR SAFEKEEPING OF ANY OF THE COLLATERAL OR IN ANY WAY RELATING TO
THE COLLATERAL OR THE RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREUNDER (INCLUDING ATTORNEY COSTS) TO THE PAYMENT IN WHOLE OR IN PART OF THE
SECURED OBLIGATIONS, IN SUCH ORDER AS THE ADMINISTRATIVE AGENT MAY ELECT, AND
ONLY AFTER SUCH APPLICATION AND AFTER THE PAYMENT BY THE ADMINISTRATIVE AGENT OF
ANY OTHER AMOUNT REQUIRED BY ANY PROVISION OF LAW, NEED THE ADMINISTRATIVE AGENT
ACCOUNT FOR THE SURPLUS, IF ANY, TO ANY GRANTOR.
TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH GRANTOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS IT MAY
ACQUIRE AGAINST THE