FOR
THE BENEFIT OF THE AGENT AND THE SECURED PARTIES, THE WHOLE OR ANY PART OF THE
COLLATERAL SO SOLD, FREE OF ANY RIGHT OF EQUITY REDEMPTION, WHICH EQUITY
REDEMPTION EACH GRANTOR HEREBY EXPRESSLY RELEASES.
(D)
UNTIL THE AGENT IS ABLE TO EFFECT A SALE, LEASE, TRANSFER OR OTHER
DISPOSITION OF COLLATERAL, THE AGENT 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 THE VALUE OF THE COLLATERAL, OR FOR ANY
OTHER PURPOSE DEEMED APPROPRIATE BY THE AGENT.
THE AGENT MAY, IF IT SO ELECTS,
SEEK THE APPOINTMENT OF A RECEIVER OR KEEPER TO TAKE POSSESSION OF COLLATERAL
AND TO ENFORCE ANY OF THE AGENT'S REMEDIES (FOR THE BENEFIT OF THE AGENT AND
SECURED PARTIES), WITH RESPECT TO SUCH APPOINTMENT WITHOUT PRIOR NOTICE OR
HEARING AS TO SUCH APPOINTMENT.
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(E)
IF, AFTER THE CREDIT AGREEMENT HAS TERMINATED BY ITS TERMS AND
PAYMENT IN FULL OF ALL OTHER REVOLVING FACILITY OBLIGATIONS HAS OCCURRED, THERE
REMAIN SECURED SWAP OBLIGATIONS OUTSTANDING, THE REQUIRED SECURED PARTIES MAY
EXERCISE THE REMEDIES PROVIDED IN THIS SECTION 5.1 UPON THE OCCURRENCE OF ANY
EVENT WHICH WOULD ALLOW OR REQUIRE THE TERMINATION OR ACCELERATION OF SUCH
SECURED SWAP OBLIGATIONS PURSUANT TO THE TERMS OF ANY RELEVANT SWAP AGREEMENT.
(F)
NOTWITHSTANDING THE FOREGOING, NEITHER THE AGENT NOR THE SECURED
PARTIES SHALL BE REQUIRED TO (I) MAKE ANY DEMAND UPON, OR PURSUE OR EXHAUST ANY
OF THEIR RIGHTS OR REMEDIES AGAINST, THE GRANTORS, ANY OTHER OBLIGOR, GUARANTOR,
PLEDGOR OR ANY OTHER PERSON WITH RESPECT TO THE PAYMENT OF THE SECURED
OBLIGATIONS OR TO PURSUE OR EXHAUST ANY OF THEIR RIGHTS OR REMEDIES WITH RESPECT
TO ANY COLLATERAL THEREFOR OR ANY DIRECT OR INDIRECT GUARANTEE THEREOF,
(II) MARSHAL THE COLLATERAL OR ANY GUARANTEE OF THE SECURED OBLIGATIONS OR TO
RESORT TO THE COLLATERAL OR ANY SUCH GUARANTEE IN ANY PARTICULAR ORDER, OR
(III) EFFECT A PUBLIC SALE OF ANY COLLATERAL.
(G)
EACH GRANTOR RECOGNIZES THAT THE AGENT MAY BE UNABLE TO EFFECT A
PUBLIC SALE OF ANY OR ALL THE PLEDGED COLLATERAL AND MAY BE COMPELLED TO RESORT
TO ONE OR MORE PRIVATE SALES THEREOF.
EACH GRANTOR ALSO ACKNOWLEDGES THAT ANY
PRIVATE SALE MAY RESULT IN PRICES AND OTHER TERMS LESS FAVORABLE TO THE SELLER
THAN IF SUCH SALE WERE A PUBLIC SALE AND, NOTWITHSTANDING SUCH CIRCUMSTANCES,
AGREES THAT ANY SUCH PRIVATE SALE SHALL NOT BE DEEMED TO HAVE BEEN MADE IN A
COMMERCIALLY UNREASONABLE MANNER SOLELY BY VIRTUE OF SUCH SALE BEING PRIVATE.
THE AGENT SHALL BE UNDER NO OBLIGATION TO DELAY A SALE OF ANY OF THE PLEDGED
COLLATERAL FOR THE PERIOD OF TIME NECESSARY TO PERMIT ANY GRANTOR OR THE ISSUER
OF THE PLEDGED COLLATERAL TO REGISTER SUCH SECURITIES FOR PUBLIC SALE UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER APPLICABLE STATE SECURITIES LAWS,
EVEN IF ANY GRANTOR AND THE ISSUER WOULD AGREE TO DO SO (IT BEING ACKNOWLEDGED
AND AGREED THAT NO GRANTOR SHALL HAVE