A PUBLIC OR PRIVATE SALE,
OR BOTH, BY WAY OF ONE OR MORE CONTRACTS OR TRANSACTIONS, FOR CASH OR ON TERMS,
IN SUCH MANNER AND AT SUCH PLACES (INCLUDING BORROWER'S PREMISES) AS LENDER
DETERMINES IS COMMERCIALLY REASONABLE.
IT IS NOT NECESSARY THAT THE BORROWER
COLLATERAL BE PRESENT AT ANY SUCH SALE;
(J)
LENDER SHALL GIVE NOTICE OF THE DISPOSITION OF THE BORROWER
COLLATERAL AS FOLLOWS:
(I)
LENDER SHALL GIVE BORROWER A NOTICE IN
WRITING OF THE TIME AND PLACE OF PUBLIC SALE, OR, IF THE SALE IS A PRIVATE SALE
OR SOME OTHER DISPOSITION OTHER THAN A PUBLIC SALE, THE TIME ON OR AFTER WHICH
THE PRIVATE SALE OR OTHER DISPOSITION IS TO BE MADE; AND
(II)
THE NOTICE SHALL BE PERSONALLY DELIVERED
OR MAILED, POSTAGE PREPAID, TO BORROWER AS PROVIDED IN SECTION 12, AT LEAST 10
DAYS BEFORE THE EARLIEST TIME OF DISPOSITION SET FORTH IN THE NOTICE; NO NOTICE
NEEDS TO BE GIVEN PRIOR TO THE DISPOSITION OF ANY PORTION OF THE BORROWER
COLLATERAL THAT IS PERISHABLE OR THREATENS TO DECLINE SPEEDILY IN VALUE OR THAT
IS OF A TYPE CUSTOMARILY SOLD ON A RECOGNIZED MARKET;
(K)
LENDER MAY CREDIT BID AND PURCHASE AT ANY PUBLIC SALE;
(L)
LENDER MAY SEEK THE APPOINTMENT OF A RECEIVER OR KEEPER TO TAKE
POSSESSION OF ALL OR ANY PORTION OF THE BORROWER COLLATERAL OR TO OPERATE SAME
AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, MAY SEEK THE APPOINTMENT OF SUCH A
RECEIVER WITHOUT THE REQUIREMENT OF PRIOR NOTICE OR A HEARING;
(M)
(I) PROVIDED THAT BORROWER IS GIVEN AN ADDITIONAL 15
DAYS TO CURE ANY EVENT OF DEFAULT (OVER AND ABOVE ANY CURE PERIODS SET FORTH IN
ARTICLE 8) AND SUCH EVENT OF DEFAULT NEVERTHELESS CONTINUES ON THE 16TH DAY,
LENDER MAY REQUIRE BORROWER AND EACH OF THE GUARANTORS TO (Y) ESTABLISH AND
MAINTAIN CASH MANAGEMENT SERVICES OF A TYPE AND ON TERMS SATISFACTORY TO LENDER
AT ONE OR MORE OF THE BANKS SET FORTH ON SCHEDULE 9.1(M)(I) (EACH, A "CASH
MANAGEMENT BANK"), AND TO REQUEST IN WRITING AND OTHERWISE TAKE SUCH REASONABLE
STEPS TO ENSURE THAT ALL OF BORROWER'S AND THE GUARANTORS' ACCOUNT DEBTORS
FORWARD PAYMENT OF THE AMOUNTS OWED BY THEM DIRECTLY TO SUCH CASH MANAGEMENT
BANK, AND (Z) DEPOSIT OR CAUSE TO BE DEPOSITED PROMPTLY, AND IN ANY EVENT NO
LATER THAN THE FIRST BUSINESS DAY AFTER THE DATE OF RECEIPT THEREOF, ALL OF
THEIR COLLECTIONS (INCLUDING THOSE SENT DIRECTLY BY THEIR ACCOUNT DEBTORS TO A
CASH MANAGEMENT BANK) INTO A BANK ACCOUNT IN LENDER'S NAME (A "CASH MANAGEMENT
ACCOUNT") AT ONE OF THE CASH MANAGEMENT BANKS.
63
(II)
AT SUCH TIME AS CASH MANAGEMENT SERVICES
ARE ESTABLISHED PURSUANT TO (I) ABOVE, EACH CASH MANAGEMENT BANK SHALL ESTABLISH
AND MAINTAIN CASH MANAGEMENT AGREEMENTS WITH LENDER AND BORROWER OR ONE OF THE
GUARANTORS, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO LENDER.
EACH SUCH
CASH MANAGEMENT AGREEMENT SHALL PROVIDE, AMONG OTHER THINGS, THAT (X) ALL ITEMS
OF PAYMENT DEPOSITED IN SUCH CASH MANAGEMENT ACCOUNT AND PROCEEDS THEREOF ARE