AFFECTED COLLATERAL) TO COLLECT, ENFORCE OR SATISFY ANY SECURED OBLIGATIONS THEN
OWING, WHETHER BY ACCELERATION OR OTHERWISE, AND ALSO MAY PURSUE ANY OF THE
FOLLOWING SEPARATELY, SUCCESSIVELY OR SIMULTANEOUSLY:
(I)
REQUIRE ANY GRANTOR TO, AND EACH GRANTOR
HEREBY AGREES THAT IT SHALL AT ITS EXPENSE AND PROMPTLY UPON REQUEST OF THE
COLLATERAL AGENT FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED
BY THE COLLATERAL AGENT AND MAKE IT AVAILABLE TO THE COLLATERAL AGENT AT A PLACE
TO BE DESIGNATED BY THE COLLATERAL AGENT THAT IS REASONABLY CONVENIENT TO BOTH
PARTIES;
(II)
ENTER ONTO THE PROPERTY DURING NORMAL
BUSINESS HOURS WHERE ANY COLLATERAL IS LOCATED AND TAKE POSSESSION THEREOF WITH
OR WITHOUT JUDICIAL PROCESS;
(III)
PRIOR TO THE DISPOSITION OF THE COLLATERAL,
STORE, PROCESS, REPAIR OR RECONDITION THE COLLATERAL OR OTHERWISE PREPARE THE
COLLATERAL FOR DISPOSITION IN ANY MANNER TO THE EXTENT THE COLLATERAL AGENT
DEEMS REASONABLY APPROPRIATE; AND
(IV)
WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW OR
UNDER THE UCC, SELL, ASSIGN, LEASE, LICENSE (ON AN EXCLUSIVE OR NONEXCLUSIVE
BASIS) OR OTHERWISE DISPOSE OF 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, AT SUCH TIME OR TIMES AND
AT SUCH PRICE OR PRICES AND UPON SUCH OTHER TERMS AS THE COLLATERAL AGENT MAY
DEEM COMMERCIALLY REASONABLE.
(B)
THE COLLATERAL AGENT OR ANY SECURED PARTY
MAY BE THE PURCHASER OF ANY OR ALL OF THE COLLATERAL AT ANY PUBLIC OR PRIVATE
(TO THE EXTENT TO THE PORTION OF THE COLLATERAL BEING PRIVATELY SOLD IS OF A
KIND THAT IS CUSTOMARILY SOLD ON A RECOGNIZED MARKET OR THE SUBJECT OF WIDELY
DISTRIBUTED STANDARD PRICE QUOTATIONS) SALE IN ACCORDANCE WITH THE UCC AND THE
COLLATERAL AGENT, AS COLLATERAL AGENT FOR AND REPRESENTATIVE OF THE SECURED
PARTIES, SHALL BE ENTITLED, FOR THE PURPOSE OF BIDDING AND MAKING SETTLEMENT OR
PAYMENT OF THE PURCHASE PRICE FOR ALL OR ANY PORTION OF THE COLLATERAL SOLD AT
ANY SUCH SALE MADE IN ACCORDANCE WITH THE UCC, TO USE AND APPLY ANY OF THE
SECURED OBLIGATIONS AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE FOR ANY
COLLATERAL PAYABLE BY THE COLLATERAL AGENT AT SUCH SALE.
EACH PURCHASER AT ANY
SUCH SALE SHALL HOLD THE PROPERTY SOLD ABSOLUTELY FREE FROM ANY CLAIM OR RIGHT
ON THE PART OF ANY GRANTOR, AND EACH GRANTOR HEREBY WAIVES (TO THE EXTENT
PERMITTED BY APPLICABLE LAW) ALL RIGHTS OF REDEMPTION, STAY AND/OR APPRAISAL
WHICH IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR
STATUTE NOW EXISTING OR HEREAFTER ENACTED.
EACH GRANTOR AGREES THAT, TO THE
EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN (10) 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
COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE