DELIVER TO THE
COLLATERAL AGENT A CERTIFICATE OF AN AUTHORIZED OFFICER OF THE GRANTOR
(I) SETTING FORTH THE INFORMATION REQUIRED PURSUANT TO THE ANNUAL LOAN PROCEEDS
NOTE PERFECTION CERTIFICATE OR CONFIRMING THAT THERE HAS BEEN NO CHANGE IN SUCH
INFORMATION SINCE THE DATE OF THE EFFECTIVE DATE LOAN PROCEEDS NOTE PERFECTION
CERTIFICATE OR THE DATE OF THE MOST RECENT CERTIFICATE DELIVERED PURSUANT TO
THIS SECTION AND (II) CERTIFYING THAT ALL UNIFORM COMMERCIAL CODE FINANCING
STATEMENTS (EXCLUDING FIXTURE FILINGS) OR OTHER APPROPRIATE FILINGS, RECORDINGS
OR REGISTRATIONS, INCLUDING ALL REFILINGS, RERECORDINGS AND REREGISTRATIONS,
CONTAINING A DESCRIPTION OF THE COLLATERAL REQUIRED TO BE SET FORTH THEREIN HAVE
BEEN FILED OF RECORD IN EACH UNITED STATES GOVERNMENTAL, MUNICIPAL OR OTHER
APPROPRIATE OFFICE IN EACH JURISDICTION IDENTIFIED PURSUANT TO CLAUSE (I) ABOVE
TO THE EXTENT NECESSARY TO PERFECT AND CONTINUE THE PERFECTION OF THE SECURITY
INTERESTS UNDER THIS AGREEMENT FOR A PERIOD OF NOT LESS THAN 18 MONTHS AFTER THE
DATE OF SUCH CERTIFICATE (EXCEPT AS NOTED THEREIN WITH RESPECT TO ANY
CONTINUATION STATEMENTS TO BE FILED WITHIN SUCH PERIOD).
ARTICLE III
REMEDIES
SECTION 3.01. REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE GRANTOR AGREES TO DELIVER EACH ITEM OF
COLLATERAL TO THE COLLATERAL AGENT ON DEMAND, AND IT IS AGREED THAT THE
COLLATERAL AGENT SHALL HAVE THE RIGHT TO TAKE ANY OF OR ALL THE FOLLOWING
ACTIONS AT THE SAME OR DIFFERENT TIMES: WITH OR WITHOUT LEGAL PROCESS AND WITH
OR WITHOUT PRIOR NOTICE OR DEMAND FOR PERFORMANCE, TO TAKE POSSESSION OF THE
ARTICLE 9 COLLATERAL AND WITHOUT LIABILITY FOR TRESPASS TO ENTER ANY PREMISES
WHERE THE ARTICLE 9 COLLATERAL MAY BE LOCATED FOR THE PURPOSE OF TAKING
POSSESSION OF OR REMOVING THE ARTICLE 9 COLLATERAL AND, GENERALLY, TO EXERCISE
ANY AND ALL RIGHTS AFFORDED TO A SECURED PARTY UNDER THE UNIFORM COMMERCIAL CODE
OR OTHER APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
GRANTOR AGREES THAT THE COLLATERAL AGENT SHALL HAVE THE RIGHT, SUBJECT TO THE
MANDATORY REQUIREMENTS OF APPLICABLE LAW, TO SELL OR OTHERWISE DISPOSE OF ALL OR
ANY PART OF THE COLLATERAL AT A PUBLIC OR PRIVATE SALE OR AT ANY BROKER'S BOARD
OR ON ANY SECURITIES EXCHANGE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY AS
THE COLLATERAL AGENT SHALL DEEM APPROPRIATE.
THE COLLATERAL AGENT SHALL BE
AUTHORIZED AT ANY SUCH SALE (IF IT DEEMS IT ADVISABLE TO DO SO) TO RESTRICT THE
PROSPECTIVE BIDDERS OR PURCHASERS TO PERSONS WHO WILL REPRESENT AND AGREE THAT
THEY ARE PURCHASING THE COLLATERAL FOR THEIR OWN ACCOUNT FOR INVESTMENT AND NOT
WITH A VIEW TO THE DISTRIBUTION OR SALE THEREOF, AND UPON CONSUMMATION OF ANY
SUCH SALE THE COLLATERAL AGENT SHALL HAVE THE RIGHT TO ASSIGN, TRANSFER AND
DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE COLLATERAL SO SOLD.
EACH
SUCH PURCHASER AT ANY SUCH SALE SHALL HOLD THE PROPERTY SOLD ABSOLUTELY, FREE
FROM ANY CLAIM OR RIGHT ON THE PART OF THE GRANTOR, AND THE GRANTOR HEREBY
WAIVES (TO THE EXTENT
9