AGENT AT
A PLACE TO BE DESIGNATED BY AGENT WHICH IS REASONABLY CONVENIENT TO BOTH
PARTIES; (B) WITHDRAW ALL CASH IN THE BLOCKED ACCOUNTS AND APPLY SUCH MONIES IN
PAYMENT OF THE OBLIGATIONS IN THE MANNER PROVIDED IN SUBSECTION 8.7; AND
(C) WITHOUT NOTICE OR DEMAND OR LEGAL PROCESS, ENTER UPON ANY PREMISES OF
BORROWER AND TAKE POSSESSION OF THE COLLATERAL. OBLIGORS AGREE THAT, TO THE
EXTENT NOTICE OF SALE OF THE COLLATERAL OR ANY PART THEREOF SHALL BE REQUIRED BY
LAW, AT LEAST TEN (10) DAYS NOTICE TO BORROWER 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.
AT ANY SALE OF THE COLLATERAL (WHETHER
PUBLIC OR PRIVATE), IF PERMITTED BY LAW, AGENT OR ANY LENDER MAY BID (WHICH BID
MAY BE, IN WHOLE OR IN PART, IN THE FORM OF CANCELLATION OF INDEBTEDNESS) FOR
THE PURCHASE OF THE COLLATERAL OR ANY PORTION THEREOF FOR THE ACCOUNT OF AGENT
OR SUCH LENDER.
AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL
REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
OBLIGORS SHALL REMAIN LIABLE
FOR ANY DEFICIENCY.
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, OBLIGORS HEREBY SPECIFICALLY WAIVE
ALL RIGHTS OF REDEMPTION, STAY OR APPRAISAL WHICH IT HAS OR MAY HAVE UNDER ANY
49
LAW NOW EXISTING OR HEREAFTER ENACTED.
AGENT SHALL NOT BE REQUIRED TO PROCEED
AGAINST ANY COLLATERAL BUT MAY PROCEED AGAINST ANY OBLIGOR DIRECTLY.
8.5
APPOINTMENT OF ATTORNEY-IN-FACT. EACH
OBLIGOR HEREBY CONSTITUTES AND APPOINTS AGENT AS SUCH OBLIGOR'S ATTORNEY-IN-FACT
WITH FULL AUTHORITY IN THE PLACE AND STEAD OF SUCH OBLIGOR AND IN THE NAME OF
SUCH OBLIGOR, AGENT OR OTHERWISE, FROM TIME TO TIME IN AGENT'S DISCRETION WHILE
AN EVENT OF DEFAULT IS CONTINUING TO TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT THAT AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES
OF THIS AGREEMENT, INCLUDING: (A) TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER,
COMPOUND, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME
DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL; (B) TO ADJUST, SETTLE OR
COMPROMISE THE AMOUNT OR PAYMENT OF ANY ACCOUNT, OR RELEASE WHOLLY OR PARTLY ANY
CUSTOMER OR OBLIGOR THEREUNDER OR ALLOW ANY CREDIT OR DISCOUNT THEREON; (C) TO
RECEIVE, ENDORSE, AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS, DOCUMENTS AND
CHATTEL PAPER, IN CONNECTION WITH CLAUSE (A) ABOVE; (D) TO FILE ANY CLAIMS OR
TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS THAT AGENT MAY DEEM NECESSARY OR
DESIRABLE FOR THE COLLECTION OF OR TO PRESERVE THE VALUE OF ANY OF THE
COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF AGENT AND LENDERS WITH RESPECT
TO ANY OF THE COLLATERAL; AND (E) TO SIGN AND ENDORSE ANY