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 REFERRED TO BELOW) 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 OPTION OR 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 WITHOUT
ASSUMPTION
12
OF ANY CREDIT RISK.
THE ADMINISTRATIVE AGENT MAY DISCLAIM ALL WARRANTIES IN
CONNECTION WITH ANY SALE OR OTHER DISPOSITION OF THE COLLATERAL, INCLUDING,
WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, POSSESSION, QUIET ENJOYMENT AND THE
LIKE.
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.
TO THE EXTENT
PERMITTED BY APPLICABLE LAW, EACH GRANTOR WAIVES ALL CLAIMS, DAMAGES AND DEMANDS
IT MAY ACQUIRE AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT OF THE
EXERCISE BY THEM OF ANY RIGHTS HEREUNDER EXCEPT TO THE EXTENT ANY SUCH CLAIMS,
DAMAGES, OR DEMANDS RESULT SOLELY FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE ADMINISTRATIVE AGENT OR ANY LENDER, IN EACH CASE AGAINST WHOM
SUCH CLAIM IS ASSERTED.
IF ANY NOTICE OF A PROPOSED SALE OR OTHER DISPOSITION
OF COLLATERAL SHALL BE REQUIRED BY LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE
AND PROPER IF GIVEN AT LEAST TEN (10) DAYS BEFORE SUCH SALE OR OTHER
DISPOSITION.
THE ADMINISTRATIVE AGENT MAY REJECT OR REFUSE TO ACCEPT ANY
COLLATERAL FOR CREDIT TOWARD PAYMENT OF THE OBLIGATIONS THAT IS AN OBLIGATION OR
PROPERTY OF ANY KIND DUE FROM, OWED BY, OR BELONGING TO, A SANCTIONED PERSON.
SECTION 5.2.
SPECIFIC REMEDIES.
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT:
(I)
EACH GRANTOR SHALL FORWARD TO THE ADMINISTRATIVE AGENT, ON THE
LAST BUSINESS DAY OF EACH WEEK, DEPOSIT SLIPS RELATED TO ALL CASH, MONEY, CHECKS
OR ANY OTHER SIMILAR ITEMS OF PAYMENT RECEIVED BY THE GRANTOR DURING SUCH WEEK,