MAY LAWFULLY DO SO) THAT IT WILL NOT AT ANY TIME INSIST UPON, OR
PLEAD, OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF,
ANY STAY OR EXTENSION LAW WHEREVER ENACTED, NOW OR AT ANY TIME HEREAFTER IN
FORCE, WHICH MAY AFFECT THE COVENANTS OR THE PERFORMANCE OF THIS INDENTURE; AND
THE ISSUER (TO THE EXTENT THAT IT MAY LAWFULLY DO SO) HEREBY EXPRESSLY WAIVES
ALL BENEFIT OR ADVANTAGE OF ANY SUCH LAW AND COVENANTS THAT IT WILL NOT HINDER,
DELAY OR IMPEDE THE EXECUTION OF ANY POWER HEREIN GRANTED TO THE INDENTURE
TRUSTEE, BUT WILL SUFFER AND PERMIT THE EXECUTION OF EVERY SUCH POWER AS THOUGH
NO SUCH LAW HAD BEEN ENACTED.
SECTION 816.
SALE OF COLLATERAL.
(A)
THE POWER TO EFFECT ANY SALE (A "SALE")
OF ANY PORTION OF THE SERIES COLLATERAL PURSUANT TO SECTION 804 HEREOF SHALL NOT
BE EXHAUSTED BY ANY ONE OR MORE SALES AS TO ANY PORTION OF THE SERIES COLLATERAL
REMAINING UNSOLD, BUT SHALL CONTINUE UNIMPAIRED UNTIL THE ENTIRE SERIES
COLLATERAL SHALL HAVE BEEN SOLD OR THE OUTSTANDING OBLIGATIONS OF THE RELATED
SERIES SHALL HAVE BEEN PAID IN FULL.
THE INDENTURE TRUSTEE AT THE DIRECTION OF
THE
53
CONTROL PARTY OF THE RELATED SERIES MAY FROM TIME TO TIME POSTPONE ANY SALE BY
PUBLIC ANNOUNCEMENT MADE AT THE TIME AND PLACE OF SUCH SALE.
(B)
UPON ANY SALE, WHETHER MADE UNDER THE POWER OF SALE HEREBY GIVEN
OR UNDER JUDGMENT, ORDER OR DECREE IN ANY PROCEEDING FOR THE FORECLOSURE OR
INVOLVING THE ENFORCEMENT OF THIS INDENTURE:
(I) THE INDENTURE TRUSTEE, AT THE
DIRECTION OF THE CONTROL PARTY OF THE RELATED SERIES, MAY BID FOR AND PURCHASE
THE PROPERTY BEING SOLD, AND UPON COMPLIANCE WITH THE TERMS OF SUCH SALE MAY
HOLD, RETAIN AND POSSESS AND DISPOSE OF SUCH PROPERTY IN ACCORDANCE WITH THE
TERMS OF THIS INDENTURE; AND (II) THE RECEIPT OF THE INDENTURE TRUSTEE OR OF ANY
OFFICER THEREOF MAKING SUCH SALE SHALL BE A SUFFICIENT DISCHARGE TO THE
PURCHASER OR PURCHASERS AT SUCH SALE FOR ITS OR THEIR PURCHASE MONEY, AND SUCH
PURCHASER OR PURCHASERS, AND ITS OR THEIR ASSIGNS OR PERSONAL REPRESENTATIVES,
SHALL NOT, AFTER PAYING SUCH PURCHASE MONEY AND RECEIVING SUCH RECEIPT OF THE
INDENTURE TRUSTEE OR OF SUCH OFFICER THEREFOR, BE OBLIGED TO SEE TO THE
APPLICATION OF SUCH PURCHASE MONEY OR BE IN ANY WAY ANSWERABLE FOR ANY LOSS,
MISAPPROPRIATION OR NON-APPLICATION THEREOF.
(C)
THE INDENTURE TRUSTEE SHALL EXECUTE AND DELIVER AN APPROPRIATE
INSTRUMENT OF CONVEYANCE TRANSFERRING ITS INTEREST IN ANY PORTION OF THE
COLLATERAL IN CONNECTION WITH A SALE THEREOF.
IN ADDITION, THE INDENTURE
TRUSTEE IS HEREBY IRREVOCABLY APPOINTED THE AGENT AND ATTORNEY-IN-FACT OF THE
ISSUER TO TRANSFER AND CONVEY ITS INTEREST (SUBJECT TO LESSEE'S RIGHTS OF QUIET
ENJOYMENT) IN ANY PORTION OF THE COLLATERAL IN CONNECTION WITH A SALE THEREOF,
AND TO TAKE ALL ACTION NECESSARY TO EFFECT SUCH SALE.
NO PURCHASER OR
TRANSFEREE AT SUCH A SALE SHALL BE BOUND TO ASCERTAIN THE INDENTURE TRUSTEE'S
AUTHORITY, INQUIRE INTO THE