SUCCESSION TO THE RIGHTS AND OBLIGATIONS OF THE
COLLATERAL AGENT HEREUNDER AND UNDER THE LOAN DOCUMENTS.
Section 12. Remedies. If any Event of Default shall have occurred and be
continuing:
(A)
THE COLLATERAL 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 UPON DEFAULT UNDER THE UCC AND ALSO MAY: (I) 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 THE COLLATERAL AGENT'S OFFICES OR
ELSEWHERE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER TERMS
AS THE COLLATERAL AGENT MAY IN ITS REASONABLE DISCRETION DEEM COMMERCIALLY
REASONABLE AND (II) EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF ANY OF THE
GRANTORS UNDER OR IN CONNECTION WITH THE COLLATERAL, OR OTHERWISE IN RESPECT OF
THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, (A) ANY AND ALL RIGHTS OF SUCH
GRANTOR TO DEMAND OR OTHERWISE REQUIRE PAYMENT OF ANY AMOUNT UNDER, OR
PERFORMANCE OF ANY PROVISION OF OR RELATED TO THE COLLATERAL AND (B) EXERCISE
ALL OTHER RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, THOSE SET FORTH IN SECTION 9-607 OF THE UCC. EACH GRANTOR AGREES
THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN DAYS'
NOTICE TO SUCH GRANTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THREE DAYS'
NOTICE OF THE TIME AND PLACE OF ANY PRIVATE SALE SHALL CONSTITUTE REASONABLE
NOTIFICATION. THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF
COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN. THE COLLATERAL AGENT
MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY ANNOUNCEMENT AT THE
TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE
MADE AT THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
(B)
ANY CASH HELD BY OR ON BEHALF OF THE
COLLATERAL AGENT AND ALL CASH PROCEEDS RECEIVED BY OR ON BEHALF OF THE
COLLATERAL AGENT IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL SHALL BE HELD BY THE
COLLATERAL AGENT AS COLLATERAL FOR, AND/OR THEN OR AT ANY TIME THEREAFTER
APPLIED (AFTER PAYMENT OF ANY AMOUNTS PAYABLE TO THE COLLATERAL AGENT PURSUANT
TO SECTION 13) IN WHOLE OR IN PART BY THE COLLATERAL AGENT FOR THE BENEFIT OF
THE SECURED PARTIES AGAINST, ALL OR ANY PART OF THE SECURED OBLIGATIONS IN THE
FOLLOWING ORDER, (I) FIRST, ON A PARI PASSU BASIS, TO ALL SECURED OBLIGATIONS
(EXCLUDING SECURED OBLIGATIONS ARISING UNDER THE TERMS OF ANY CREDIT FACILITY
HEDGING AGREEMENTS), COMPARING (1) THE AGGREGATE PRINCIPAL AMOUNT OF THE THEN
OUTSTANDING TERM LOANS UNDER THE TERM LOAN AGREEMENT TO (2) THE AMOUNT OF THE
THEN EFFECTIVE AGGREGATE COMMITMENT (AS DEFINED IN THE REVOLVING LOAN
AGREEMENT), IF THE AGGREGATE COMMITMENT HAS NOT BEEN TERMINATED,