REMEDIES GRANTED TO THEM IN THIS AGREEMENT
AND IN ANY OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING OR RELATING TO THE
SECURED OBLIGATIONS, ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE UCC OR
ANY OTHER APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
ADMINISTRATIVE AGENT, WITHOUT DEMAND OF PERFORMANCE OR OTHER DEMAND,
PRESENTMENT, PROTEST, ADVERTISEMENT OR NOTICE OF ANY KIND (EXCEPT ANY NOTICE
REQUIRED BY LAW REFERRED TO BELOW) TO OR UPON ANY GRANTOR OR ANY OTHER PERSON
(ALL AND EACH OF WHICH DEMANDS, DEFENSES, ADVERTISEMENTS AND NOTICES ARE HEREBY
WAIVED), MAY IN SUCH CIRCUMSTANCES FORTHWITH COLLECT, RECEIVE, APPROPRIATE AND
REALIZE UPON THE COLLATERAL, OR ANY PART THEREOF, AND/OR MAY
8
FORTHWITH SELL, LEASE, ASSIGN, GIVE OPTIONS TO PURCHASE, OR OTHERWISE DISPOSE OF
AND DELIVER THE COLLATERAL OR ANY PART THEREOF (OR CONTRACT TO DO ANY OF THE
FOREGOING), IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE OR SALES, AT ANY
EXCHANGE, BROKER'S BOARD OR OFFICE OF THE ADMINISTRATIVE AGENT OR ANY LENDER OR
ELSEWHERE UPON SUCH TERMS AND CONDITIONS AS IT REASONABLY MAY DEEM ADVISABLE AND
AT SUCH PRICES AS IT REASONABLY MAY DEEM BEST, FOR CASH OR ON CREDIT OR FOR
FUTURE DELIVERY WITH ASSUMPTION OF ANY CREDIT RISK.
THE ADMINISTRATIVE AGENT OR
ANY LENDER SHALL HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR SALES, AND, TO THE
EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE OR SALES, TO PURCHASE THE
WHOLE OR ANY PART OF THE COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF
REDEMPTION IN ANY GRANTOR, WHICH RIGHT OR EQUITY IS HEREBY WAIVED AND RELEASED.
EACH GRANTOR FURTHER AGREES, AT THE ADMINISTRATIVE AGENT'S REQUEST, TO ASSEMBLE
THE COLLATERAL AND MAKE IT AVAILABLE TO THE ADMINISTRATIVE AGENT AT PLACES WHICH
THE ADMINISTRATIVE AGENT SHALL REASONABLY SELECT, WHETHER AT SUCH GRANTOR'S
PREMISES OR ELSEWHERE.
THE ADMINISTRATIVE AGENT SHALL APPLY THE NET PROCEEDS OF
ANY ACTION TAKEN BY IT PURSUANT TO THIS SECTION 6.4 IN THE ORDER SET FORTH IN
SECTION 6.3.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR WAIVES ALL
CLAIMS, DAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE ADMINISTRATIVE AGENT OR
ANY LENDER ARISING OUT OF THE EXERCISE BY THEM OF ANY RIGHTS HEREUNDER.
IF ANY
NOTICE OF A PROPOSED SALE OR OTHER DISPOSITION OF COLLATERAL SHALL BE REQUIRED
BY LAW, SUCH NOTICE SHALL BE DEEMED REASONABLE AND PROPER IF GIVEN AT LEAST 10
DAYS BEFORE SUCH SALE OR OTHER DISPOSITION.
6.5
WAIVER; DEFICIENCY.
EACH GRANTOR WAIVES AND AGREES NOT TO ASSERT
ANY RIGHTS OR PRIVILEGES WHICH IT MAY ACQUIRE UNDER SECTION 9-626 OF THE UCC.
EACH GRANTOR SHALL REMAIN LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE
OR OTHER DISPOSITION OF THE COLLATERAL ARE INSUFFICIENT TO PAY THE SECURED
OBLIGATIONS IN FULL AND THE FEES AND DISBURSEMENTS OF ANY ATTORNEYS EMPLOYED BY
THE ADMINISTRATIVE AGENT OR ANY LENDER TO COLLECT SUCH DEFICIENCY.
SECTION 7
THE ADMINISTRATIVE AGENT.
7.1
ADMINISTRATIVE AGENT'S APPOINTMENT AS ATTORNEY-IN-FACT, ETC.
(A)
EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND