A SECURED PARTY UPON DEFAULT UNDER THE UCC (WHETHER OR NOT THE UCC
APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY:
(I) REQUIRE EACH GRANTOR TO,
AND EACH GRANTOR HEREBY AGREES THAT IT WILL AT ITS EXPENSE AND UPON REQUEST OF
THE COLLATERAL AGENT FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS
DIRECTED BY THE COLLATERAL AGENT AND MAKE IT AVAILABLE TO THE COLLATERAL AGENT
AT A PLACE AND TIME TO BE DESIGNATED BY THE COLLATERAL AGENT THAT IS REASONABLY
CONVENIENT TO BOTH PARTIES; (II) 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 OF THE COLLATERAL AGENT'S OFFICES OR ELSEWHERE, FOR CASH, ON CREDIT
OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER TERMS AS THE COLLATERAL AGENT MAY
DEEM COMMERCIALLY REASONABLE; (III) OCCUPY ANY PREMISES OWNED OR LEASED BY ANY
OF THE GRANTORS WHERE THE COLLATERAL OR ANY PART THEREOF IS ASSEMBLED OR LOCATED
FOR A REASONABLE PERIOD IN ORDER TO EFFECTUATE ITS RIGHTS AND REMEDIES HEREUNDER
OR UNDER LAW, WITHOUT OBLIGATION TO SUCH GRANTOR IN RESPECT OF SUCH OCCUPATION;
AND (IV) EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF ANY OF THE GRANTORS UNDER
OR IN CONNECTION WITH THE COLLATERAL, OR OTHERWISE IN RESPECT OF THE COLLATERAL,
INCLUDING, WITHOUT LIMITATION, (A) ANY AND ALL RIGHTS OF SUCH GRANTOR TO DEMAND
OR OTHERWISE REQUIRE PAYMENT OF ANY AMOUNT UNDER, OR PERFORMANCE OF ANY
PROVISION OF, THE ASSIGNED AGREEMENTS, THE RECEIVABLES, THE RELATED CONTRACTS
AND THE OTHER COLLATERAL, (B) WITHDRAW, OR CAUSE OR DIRECT THE WITHDRAWAL, OF
ALL FUNDS WITH RESPECT TO THE ACCOUNT COLLATERAL AND (C) EXERCISE ALL OTHER
RIGHTS AND REMEDIES WITH RESPECT TO THE ASSIGNED AGREEMENTS, THE RECEIVABLES,
THE RELATED CONTRACTS AND THE OTHER COLLATERAL, INCLUDING, WITHOUT LIMITATION,
THOSE SET FORTH IN SECTION 9-607 OF THE UCC.
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
COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE ANY SALE OF COLLATERAL
REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN.
THE COLLATERAL 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.
(B)
ANY CASH HELD BY OR ON BEHALF OF THE COLLATERAL AGENT AND ALL CASH
PROCEEDS RECEIVED BY OR ON BEHALF OF THE COLLATERAL AGENT IN RESPECT OF ANY SALE
OF, COLLECTION FROM, OR OTHER REALIZATION UPON ALL OR ANY PART OF THE COLLATERAL
MAY, IN THE DISCRETION OF THE COLLATERAL AGENT, BE HELD BY THE COLLATERAL AGENT
AS COLLATERAL FOR, AND/OR THEN OR AT ANY TIME THEREAFTER APPLIED (AFTER PAYMENT
OF ANY AMOUNTS PAYABLE TO THE COLLATERAL AGENT PURSUANT TO