LAW, IN EQUITY, BY CONTRACT
OR OTHERWISE.
THE AGENT SHALL HAVE THE RIGHT, WITHOUT NOTICE OR ADVERTISEMENT,
TO SELL, LEASE, OR OTHERWISE DISPOSE OF ALL OR ANY PART OF THE COLLATERAL
WHETHER IN ITS THEN CONDITION OR AFTER FURTHER PREPARATION OR PROCESSING, IN THE
NAME OF ANY OBLIGOR, ANY ONE OR MORE OF THE LENDERS OR THE AGENT, OR IN THE NAME
OF SUCH OTHER PARTY AS THE AGENT MAY DESIGNATE, EITHER AT PUBLIC OR PRIVATE SALE
OR AT ANY BROKER'S BOARD, IN LOTS OR IN BULK, FOR CASH OR FOR CREDIT, WITH OR
WITHOUT WARRANTIES OR REPRESENTATIONS, AND UPON SUCH OTHER TERMS AND CONDITIONS
AS THE AGENT IN ITS SOLE DISCRETION MAY DEEM ADVISABLE, AND THE AGENT AND ANY
ONE OR MORE OF THE LENDERS SHALL HAVE THE RIGHT TO PURCHASE AT ANY SUCH SALE.
IF ANY INVENTORY AND EQUIPMENT COMPRISING PART OF THE BRATTLEBORO COLLATERAL
SHALL REQUIRE REBUILDING, REPAIRING, MAINTENANCE OR PREPARATION, THE AGENT SHALL
HAVE THE RIGHT, AT ITS OPTION, TO DO SUCH OF THE AFORESAID AS IS NECESSARY, FOR
THE PURPOSE OF PUTTING THE INVENTORY AND EQUIPMENT COMPRISING PART OF THE
BRATTLEBORO COLLATERAL IN SUCH SALEABLE FORM AS THE AGENT SHALL DEEM
APPROPRIATE.
FIBERMARK OFFICE AGREES, AT THE REQUEST OF THE AGENT, TO ASSEMBLE
THE INVENTORY AND EQUIPMENT COMPRISING PART OF THE BRATTLEBORO COLLATERAL AND TO
MAKE IT AVAILABLE TO THE AGENT AT PREMISES OF FIBERMARK OFFICE OR ELSEWHERE AND
TO MAKE AVAILABLE TO THE AGENT THE PREMISES AND FACILITIES OF FIBERMARK OFFICE
FOR THE PURPOSE OF THE AGENT'S TAKING POSSESSION OF, REMOVING OR PUTTING THE
INVENTORY AND EQUIPMENT COMPRISING PART OF THE BRATTLEBORO COLLATERAL IN
SALEABLE FORM.
HOWEVER, IF NOTICE OF INTENDED DISPOSITION OF ANY COLLATERAL IS
REQUIRED BY LAW, IT IS AGREED THAT TEN (10) DAYS NOTICE SHALL CONSTITUTE
REASONABLE NOTIFICATION AND FULL COMPLIANCE WITH THE LAW.
THE NET CASH PROCEEDS
RESULTING FROM THE AGENT'S EXERCISE OF ANY OF THE FOREGOING RIGHTS, (AFTER
DEDUCTING ALL CHARGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES)
SHALL BE APPLIED BY THE AGENT TO THE PAYMENT OF THE OBLIGOR'S OBLIGATIONS,
WHETHER DUE OR TO BECOME DUE, IN SUCH ORDER AS THE AGENT MAY ELECT, AND THE
OBLIGORS SHALL REMAIN LIABLE TO THE AGENT AND THE LENDERS FOR ANY DEFICIENCIES,
AND THE AGENT AND THE LENDERS IN TURN AGREE TO REMIT TO THE OBLIGORS OR THEIR
RESPECTIVE SUCCESSORS OR ASSIGNS, ANY SURPLUS RESULTING THEREFROM.
THE
ENUMERATION OF THE FOREGOING RIGHTS IS NOT INTENDED TO BE EXHAUSTIVE AND THE
EXERCISE OF ANY RIGHT SHALL NOT PRECLUDE THE EXERCISE OF ANY OTHER RIGHTS, ALL
OF WHICH SHALL BE CUMULATIVE.
THE MORTGAGE SHALL GOVERN THE RIGHTS AND REMEDIES
OF THE AGENT AND THE LENDERS THERETO.
ARTICLE XIII.
AGENCY
SECTION 13.01.
THE AGENT.
EACH LENDER HEREBY IRREVOCABLY DESIGNATES AND
APPOINTS CITBC AS THE AGENT FOR THE LENDERS UNDER THIS FINANCING AGREEMENT AND
ANY MODIFICATIONS, SUPPLEMENTS AND
104
AMENDMENTS THERETO AND ANY OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION THEREWITH
AND IRREVOCABLY AUTHORIZES CITBC AS AGENT FOR SUCH LENDERS, TO TAKE SUCH ACTION
ON