ANY ACTION THEREIN WITH RESPECT TO SUCH
COLLATERAL;
(IV)
WITHOUT NOTICE (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8.1 OR
ELSEWHERE HEREIN), DEMAND OR ADVERTISEMENT OF ANY KIND TO GRANTOR OR ANY OTHER
PERSON, ENTER THE PREMISES OF THE GRANTOR WHERE ANY COLLATERAL IS LOCATED
(THROUGH SELF-HELP AND WITHOUT JUDICIAL PROCESS) TO COLLECT, RECEIVE, ASSEMBLE,
PROCESS, APPROPRIATE, SELL, LEASE, ASSIGN, GRANT AN OPTION OR OPTIONS TO
PURCHASE OR OTHERWISE DISPOSE OF, DELIVER, OR REALIZE UPON, THE COLLATERAL OR
ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES
(WHICH SALES MAY BE ADJOURNED OR CONTINUED FROM TIME TO TIME WITH OR WITHOUT
NOTICE AND MAY TAKE PLACE AT THE GRANTOR'S PREMISES OR ELSEWHERE), FOR CASH, ON
CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK, AND UPON
SUCH OTHER TERMS AS THE LENDER MAY DEEM COMMERCIALLY REASONABLE; AND
(V)
CONCURRENTLY WITH WRITTEN NOTICE TO THE GRANTOR, TRANSFER AND
REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE
PLEDGED COLLATERAL, TO EXCHANGE CERTIFICATES OR INSTRUMENTS REPRESENTING OR
EVIDENCING PLEDGED COLLATERAL FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR
LARGER DENOMINATIONS, TO EXERCISE THE VOTING AND ALL OTHER RIGHTS AS A HOLDER
WITH RESPECT THERETO, TO COLLECT AND RECEIVE ALL CASH DIVIDENDS, INTEREST,
PRINCIPAL AND OTHER DISTRIBUTIONS MADE THEREON AND TO OTHERWISE ACT WITH RESPECT
TO THE PLEDGED COLLATERAL AS THOUGH THE LENDER WAS THE OUTRIGHT OWNER THEREOF.
(B)
THE LENDER MAY COMPLY WITH ANY APPLICABLE STATE OR FEDERAL LAW
REQUIREMENTS IN CONNECTION WITH A DISPOSITION OF THE COLLATERAL AND COMPLIANCE
WILL NOT BE CONSIDERED TO ADVERSELY AFFECT THE COMMERCIAL REASONABLENESS OF ANY
SALE OF THE COLLATERAL.
(C)
THE 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 FOR THE BENEFIT OF THE LENDER, THE WHOLE OR ANY PART OF THE COLLATERAL
SO SOLD, FREE OF ANY RIGHT OF EQUITY REDEMPTION, WHICH EQUITY REDEMPTION THE
GRANTOR HEREBY EXPRESSLY RELEASES.
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(D)
UNTIL THE LENDER IS ABLE TO EFFECT A SALE, LEASE, OR OTHER
DISPOSITION OF COLLATERAL, THE LENDER SHALL HAVE THE RIGHT TO HOLD OR USE
COLLATERAL, OR ANY PART THEREOF, TO THE EXTENT THAT IT DEEMS APPROPRIATE FOR THE
PURPOSE OF PRESERVING COLLATERAL OR ITS VALUE OR FOR ANY OTHER PURPOSE DEEMED
APPROPRIATE BY THE LENDER. THE LENDER MAY, IF IT SO ELECTS, SEEK THE APPOINTMENT
OF A RECEIVER OR KEEPER TO TAKE POSSESSION OF COLLATERAL AND TO ENFORCE ANY OF
THE LENDER'S REMEDIES, WITH RESPECT TO SUCH APPOINTMENT WITHOUT PRIOR NOTICE OR
HEARING AS TO SUCH APPOINTMENT.
(E)
IF, AFTER THE CREDIT AGREEMENT HAS TERMINATED BY ITS TERMS AND ALL
OF THE OBLIGATIONS HAVE BEEN PAID IN FULL, THERE REMAIN SWAP OBLIGATIONS
OUTSTANDING, THE LENDER MAY EXERCISE THE REMEDIES PROVIDED IN THIS SECTION 5.2
UPON THE OCCURRENCE OF ANY EVENT WHICH WOULD ALLOW OR REQUIRE THE TERMINATION OR
ACCELERATION OF ANY SWAP OBLIGATIONS PURSUANT TO THE