COLLATERAL MAY BE MADE.
EACH
GRANTOR AGREES THAT SUCH WRITTEN NOTICE SHALL SATISFY ALL REQUIREMENTS FOR
NOTICE TO THAT GRANTOR WHICH ARE IMPOSED UNDER THE UCC, THE PRUCC, OR OTHER
APPLICABLE LAW WITH RESPECT TO THE EXERCISE OF THE COLLATERAL AGENT'S RIGHTS AND
REMEDIES UPON DEFAULT.
THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE ANY
SALE OR OTHER DISPOSITION OF ANY COLLATERAL IF IT SHALL DETERMINE NOT TO DO SO,
REGARDLESS OF THE FACT THAT NOTICE OF SALE OR OTHER DISPOSITION OF SUCH
COLLATERAL SHALL HAVE BEEN GIVEN.
THE COLLATERAL AGENT MAY, WITHOUT NOTICE OR
PUBLICATION, ADJOURN ANY PUBLIC OR PRIVATE SALE OR CAUSE THE SAME TO BE
ADJOURNED FROM TIME TO TIME BY ANNOUNCEMENT AT THE TIME AND PLACE FIXED FOR
SALE, AND SUCH SALE MAY, WITHOUT FURTHER NOTICE, BE MADE AT THE TIME AND PLACE
TO WHICH THE SAME WAS SO ADJOURNED.
(J)
ANY PUBLIC SALE SHALL BE HELD AT SUCH TIME OR TIMES WITHIN
ORDINARY BUSINESS HOURS AND AT SUCH PLACE OR PLACES AS THE COLLATERAL AGENT MAY
FIX AND STATE IN THE NOTICE OF SUCH SALE.
AT ANY SALE OR OTHER DISPOSITION, THE
COLLATERAL, OR PORTION THEREOF, TO BE SOLD MAY BE SOLD IN ONE LOT
21
AS AN ENTIRETY OR IN SEPARATE PARCELS, AS THE COLLATERAL AGENT MAY (IN ITS SOLE
AND ABSOLUTE DISCRETION) DETERMINE.
IF ANY OF THE COLLATERAL IS SOLD, LEASED,
OR OTHERWISE DISPOSED OF BY THE COLLATERAL AGENT ON CREDIT, THE SECURED
OBLIGATIONS SHALL NOT BE DEEMED TO HAVE BEEN REDUCED AS A RESULT THEREOF UNLESS
AND UNTIL PAYMENT IS FINALLY RECEIVED THEREON BY THE COLLATERAL AGENT.
IN THE
EVENT THAT THE PURCHASER FAILS TO PAY FOR THE COLLATERAL, THE COLLATERAL AGENT
MAY RESELL THE COLLATERAL AND APPLY THE PROCEEDS FROM SUCH RESALE IN ACCORDANCE
WITH THE TERMS OF THE CREDIT AGREEMENT.
(K)
AT ANY PUBLIC (OR, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
PRIVATE) SALE MADE PURSUANT TO THIS SECTION 6.1, THE COLLATERAL AGENT OR ANY
OTHER SECURED PARTY MAY BID FOR OR PURCHASE, FREE (TO THE EXTENT PERMITTED BY
APPLICABLE LAW) FROM ANY RIGHT OF REDEMPTION, STAY, VALUATION OR APPRAISAL ON
THE PART OF ANY GRANTOR, THE COLLATERAL OR ANY PART THEREOF OFFERED FOR SALE AND
MAY MAKE PAYMENT ON ACCOUNT THEREOF BY USING ANY CLAIM THEN DUE AND PAYABLE TO
THE COLLATERAL AGENT OR SUCH OTHER SECURED PARTY FROM ANY GRANTOR ON ACCOUNT OF
THE SECURED OBLIGATIONS AS A CREDIT AGAINST THE PURCHASE PRICE, AND THE
COLLATERAL AGENT OR SUCH OTHER SECURED PARTY MAY, UPON COMPLIANCE WITH THE TERMS
OF SALE, HOLD, RETAIN AND DISPOSE OF SUCH PROPERTY WITHOUT FURTHER
ACCOUNTABILITY TO ANY GRANTOR THEREFOR.
(L)
FOR PURPOSES HEREOF, A WRITTEN AGREEMENT TO PURCHASE THE
COLLATERAL OR ANY PORTION THEREOF SHALL BE TREATED AS A SALE THEREOF.
THE
COLLATERAL AGENT SHALL BE FREE TO CARRY OUT SUCH SALE PURSUANT TO SUCH AGREEMENT
AND NO GRANTOR SHALL BE ENTITLED TO THE RETURN OF THE COLLATERAL OR ANY PORTION
THEREOF SUBJECT THERETO, NOTWITHSTANDING THE FACT THAT AFTER THE COLLATERAL