A
SECURED PARTY UPON DEFAULT UNDER THE NY UCC OR ANY OTHER APPLICABLE LAW AND ALSO
MAY WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW, SELL THE COLLATERAL OR ANY PART
THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY EXCHANGE
BROKER'S BOARD OR AT ANY OF THE ADMINISTRATIVE AGENT'S OFFICES OR ELSEWHERE, FOR
CASH, ON CREDIT OR FOR FUTURE DELIVERY, AT SUCH PRICE OR PRICES AND UPON SUCH
OTHER TERMS AS ARE COMMERCIALLY REASONABLE IRRESPECTIVE OF THE IMPACT OF ANY
SUCH SALES ON THE MARKET PRICE OF THE COLLATERAL.
THE ADMINISTRATIVE AGENT
SHALL BE AUTHORIZED AT ANY SUCH SALE (IF IT DEEMS IT ADVISABLE TO DO SO) TO
RESTRICT THE PROSPECTIVE BIDDERS OR PURCHASERS OF COLLATERAL 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 ADMINISTRATIVE AGENT SHALL HAVE THE
RIGHT TO ASSIGN, TRANSFER AND DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE
COLLATERAL SO SOLD.
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 LAW) ALL RIGHTS OF
REDEMPTION, STAY AND/OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE
FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED.
THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY SHALL HAVE THE RIGHT UPON ANY SUCH
PUBLIC SALE, AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE, TO
PURCHASE THE WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, AND THE ADMINISTRATIVE
AGENT OR SUCH SECURED PARTY MAY SUBJECT PAY THE PURCHASE PRICE BY CREDITING THE
AMOUNT THEREOF AGAINST THE OBLIGATIONS.
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 THE TIME
AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT
THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
TO THE EXTENT PERMITTED BY
LAW, EACH GRANTOR HEREBY WAIVES ANY CLAIM AGAINST THE ADMINISTRATIVE AGENT
ARISING BY REASON OF THE FACT THAT THE PRICE AT WHICH ANY COLLATERAL MAY HAVE
BEEN SOLD AT SUCH A PRIVATE SALE WAS LESS THAN THE PRICE THAT MIGHT HAVE BEEN
OBTAINED AT A PUBLIC SALE, EVEN IF THE ADMINISTRATIVE AGENT ACCEPTS THE FIRST
OFFER RECEIVED AND DOES NOT OFFER SUCH COLLATERAL TO MORE THAN ONE OFFEREE.
EACH GRANTOR FURTHER AGREES, AT THE ADMINISTRATIVE AGENT'S