the establishment thereof or as promptly thereafter as is
reasonably practicable.
ARTICLE V
REMEDIES
Section 5.1.
Remedies.
(A)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, THE AGENT MAY EXERCISE ANY OR ALL OF THE FOLLOWING RIGHTS AND REMEDIES:
(I)
THOSE RIGHTS AND REMEDIES PROVIDED IN THIS SECURITY AGREEMENT,
THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT; PROVIDED THAT THIS
SECTION 5.1(A) SHALL NOT BE UNDERSTOOD TO LIMIT ANY RIGHTS AVAILABLE TO THE
AGENT AND THE LENDERS PRIOR TO AN EVENT OF DEFAULT;
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(II)
THOSE RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY UNDER THE
UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) OR UNDER ANY
OTHER APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, ANY LAW GOVERNING THE
EXERCISE OF A BANK'S RIGHT OF SETOFF OR BANKERS' LIEN) WHEN A DEBTOR IS IN
DEFAULT UNDER A SECURITY AGREEMENT;
(III)
GIVE NOTICE OF SOLE CONTROL OR ANY OTHER INSTRUCTION UNDER ANY
CREDIT CARD NOTIFICATION, DDA NOTIFICATION, BLOCKED ACCOUNT AGREEMENT,
COLLATERAL ACCESS AGREEMENT OR ANY OTHER CONTROL OR SIMILAR AGREEMENT AND TAKE
ANY ACTION PROVIDED THEREIN WITH RESPECT TO THE APPLICABLE COLLATERAL;
(IV)
WITHOUT NOTICE (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7.1 OR
ELSEWHERE HEREIN), DEMAND OR ADVERTISEMENT OF ANY KIND TO ANY GRANTOR OR ANY
OTHER PERSON, ENTER THE PREMISES OF ANY GRANTOR WHERE ANY COLLATERAL IS LOCATED
(THROUGH SELF-HELP AND WITHOUT JUDICIAL PROCESS) TO COLLECT, RECEIVE, ASSEMBLE,
PROCESS, APPROPRIATE, SELL, LEASE, ASSIGN, GRANT AN OPTION OR OPTIONS TO
PURCHASE OR OTHERWISE DISPOSE OF, DELIVER, OR REALIZE UPON, THE COLLATERAL OR
ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES
(WHICH SALES MAY BE ADJOURNED OR CONTINUED FROM TIME TO TIME WITH OR WITHOUT
NOTICE AND MAY TAKE PLACE AT SUCH GRANTOR'S PREMISES OR ELSEWHERE), FOR CASH, ON
CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK, AND UPON
SUCH OTHER TERMS AS THE AGENT MAY DEEM COMMERCIALLY REASONABLE; AND
(V)
CONCURRENTLY WITH WRITTEN NOTICE TO THE GRANTORS, TRANSFER AND
REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE
PLEDGED COLLATERAL, TO EXCHANGE CERTIFICATES OR INSTRUMENTS REPRESENTING OR
EVIDENCING PLEDGED COLLATERAL FOR CERTIFICATES OR INSTRUMENTS OF SMALLER OR
LARGER DENOMINATIONS, TO EXERCISE THE VOTING AND ALL OTHER RIGHTS AS A HOLDER
WITH RESPECT THERETO, TO COLLECT AND RECEIVE ALL CASH DIVIDENDS, INTEREST,
PRINCIPAL AND OTHER DISTRIBUTIONS MADE THEREON AND TO OTHERWISE ACT WITH RESPECT
TO THE PLEDGED COLLATERAL AS THOUGH THE AGENT WAS THE OUTRIGHT OWNER THEREOF.
(B)
EACH GRANTOR ACKNOWLEDGES AND AGREES THAT THE COMPLIANCE BY THE
AGENT, ON BEHALF OF THE SECURED PARTIES WITH ANY APPLICABLE STATE OR FEDERAL LAW
REQUIREMENTS IN CONNECTION WITH A DISPOSITION OF THE COLLATERAL AND COMPLIANCE
WILL NOT BE CONSIDERED TO ADVERSELY AFFECT THE COMMERCIAL REASONABLENESS OF ANY
SALE OF THE COLLATERAL.
(C)
THE AGENT SHALL HAVE THE RIGHT UPON ANY PUBLIC SALE OR SALES AND,
TO THE EXTENT PERMITTED BY LAW, UPON ANY PRIVATE SALE OR SALES, TO PURCHASE