FAILS TO PERFORM ANY AGREEMENT
CONTAINED HEREIN, AGENT MAY PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT,
AND THE REASONABLE EXPENSES OF AGENT INCURRED IN CONNECTION THEREWITH SHALL BE
PAYABLE BY GRANTOR PURSUANT TO SECTION 6.3.
SECTION 5.3.
AGENT HAS NO DUTY.
IN ADDITION TO, AND NOT IN LIMITATION OF,
SECTION 2.4, THE POWERS CONFERRED ON AGENT HEREUNDER ARE SOLELY TO PROTECT THEIR
INTERESTS (ON BEHALF OF THE BANKS) IN THE COLLATERAL AND SHALL NOT IMPOSE ANY
DUTY ON IT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR REASONABLE CARE OF ANY
COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY
IT HEREUNDER, AGENT SHALL NOT HAVE ANY DUTY AS TO ANY COLLATERAL OR AS TO THE
TAKING OF ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST PRIOR PARTIES OR ANY
OTHER RIGHTS PERTAINING TO ANY COLLATERAL.
9
SECTION 5.4.
REASONABLE CARE.
AGENT IS REQUIRED TO EXERCISE REASONABLE CARE IN
THE CUSTODY AND PRESERVATION OF ANY OF THE COLLATERAL IN ITS POSSESSION;
PROVIDED, HOWEVER, AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN
THE CUSTODY AND PRESERVATION OF ANY OF THE COLLATERAL, IF IT TAKES SUCH ACTION
FOR THAT PURPOSE AS GRANTOR REASONABLY REQUESTS IN WRITING AT TIMES OTHER THAN
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, BUT
FAILURE OF AGENT TO COMPLY WITH ANY SUCH REQUEST AT ANY TIME SHALL NOT IN ITSELF
BE DEEMED A FAILURE TO EXERCISE REASONABLE CARE.
ARTICLE VI
REMEDIES
SECTION 6.1.
CERTAIN REMEDIES.
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING:
(A)
AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN ADDITION TO
OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT, ALL
THE RIGHTS AND REMEDIES OF A SECURED PARTY ON DEFAULT UNDER THE U.C.C. (WHETHER
OR NOT THE U.C.C. APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY:
(I)
REQUIRE GRANTOR TO, AND GRANTOR HEREBY AGREES THAT IT WILL, AT
ITS EXPENSE AND UPON REQUEST OF AGENT, FORTHWITH, ASSEMBLE ALL OR PART OF THE
COLLATERAL AS DIRECTED BY AGENT AND MAKE IT AVAILABLE TO AGENT AT A PLACE TO BE
DESIGNATED BY AGENT WHICH IS REASONABLY CONVENIENT TO ALL PARTIES;
(II)
WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL THE COLLATERAL OR
ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY OF
AGENT'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND
UPON SUCH OTHER TERMS AS AGENT MAY DEEM COMMERCIALLY REASONABLE.
GRANTOR AGREES
THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN (10)
DAYS' PRIOR NOTICE TO 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.
AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL
REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
AGENT MAY ADJOURN ANY PUBLIC OR
PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED
THEREFOR, AND SUCH