ANY ACTION WITH RESPECT TO ANY
SUCH COLLATERAL UNLESS AND EXCEPT TO THE EXTENT EXPRESSLY AUTHORIZED IN WRITING
BY THE ADMINISTRATIVE AGENT.
Section 24.
Remedies.
If any Event of Default shall have occurred and be
continuing:
(A)
THE ADMINISTRATIVE AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE
TO IT (INCLUDING ANY APPLICABLE LAWS, RULES AND REGULATIONS OR ORDERS RELATING
TO NATIONAL
SECURITY), ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON DEFAULT UNDER THE
UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY:
(I) REQUIRE EACH GRANTOR TO, AND EACH GRANTOR HEREBY AGREES THAT IT WILL AT ITS
EXPENSE AND UPON REQUEST OF THE ADMINISTRATIVE AGENT FORTHWITH, ASSEMBLE ALL OR
PART OF THE COLLATERAL AS DIRECTED BY THE ADMINISTRATIVE AGENT AND MAKE IT
AVAILABLE TO THE ADMINISTRATIVE AGENT AT A PLACE AND TIME TO BE DESIGNATED BY
THE ADMINISTRATIVE AGENT THAT IS REASONABLY CONVENIENT TO BOTH PARTIES;
(II) WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL THE COLLATERAL (SUBJECT TO
ANY APPLICABLE LAWS, RULES AND REGULATIONS OR ORDERS RELATING TO NATIONAL
SECURITY) OR ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE,
AT ANY OF THE ADMINISTRATIVE AGENT'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT
OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER TERMS AS THE ADMINISTRATIVE AGENT
MAY DEEM COMMERCIALLY REASONABLE; (III) OCCUPY ANY PREMISES OWNED OR LEASED BY
ANY OF THE GRANTORS WHERE THE COLLATERAL OR ANY PART THEREOF IS ASSEMBLED OR
LOCATED FOR A REASONABLE PERIOD IN ORDER TO EFFECTUATE ITS RIGHTS AND REMEDIES
HEREUNDER OR UNDER LAW, WITHOUT OBLIGATION TO SUCH GRANTOR IN RESPECT OF SUCH
OCCUPATION; AND (IV) 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, THE ASSIGNED AGREEMENTS, THE RECEIVABLES
(SUBJECT IN THE CASE OF GOVERNMENT CONTRACT CLAIMS, TO SECTION 4(D)), THE
RELATED CONTRACTS AND THE OTHER COLLATERAL, (B) WITHDRAW, OR CAUSE OR DIRECT THE
WITHDRAWAL, OF ALL FUNDS WITH RESPECT TO THE ACCOUNT COLLATERAL AND (C) EXERCISE
ALL OTHER RIGHTS AND REMEDIES WITH RESPECT TO THE ASSIGNED AGREEMENTS, THE
RECEIVABLES, THE RELATED CONTRACTS AND THE OTHER 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 THE TIME
AFTER WHICH ANY PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE REASONABLE
NOTIFICATION.
THE ADMINISTRATIVE AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE
OF COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE
ADMINISTRATIVE AGENT MAY ADJOURN ANY PUBLIC OR PRIVATE SALE FROM TIME TO TIME BY
ANNOUNCEMENT AT