ABLE TO EFFECT A SALE,
LEASE, OR OTHER DISPOSITION OF COLLATERAL, THE ADMINISTRATIVE AGENT SHALL HAVE
THE RIGHT TO HOLD OR USE COLLATERAL, OR ANY PART THEREOF, TO THE EXTENT THAT IT
DEEMS APPROPRIATE FOR THE PURPOSE OF PRESERVING COLLATERAL OR ITS VALUE OR FOR
ANY OTHER PURPOSE DEEMED APPROPRIATE BY THE ADMINISTRATIVE AGENT. THE
ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION TO ANY BORROWER TO MAINTAIN OR
PRESERVE THE RIGHTS OF SUCH BORROWER AS AGAINST THIRD PARTIES WITH RESPECT TO
COLLATERAL WHILE COLLATERAL IS IN THE POSSESSION OF THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY, IF IT SO ELECTS, SEEK THE APPOINTMENT OF A
RECEIVER OR KEEPER TO TAKE POSSESSION OF COLLATERAL AND TO ENFORCE ANY OF THE
ADMINISTRATIVE AGENT'S REMEDIES (FOR THE BENEFIT OF THE LENDERS), WITH RESPECT
TO SUCH APPOINTMENT WITHOUT PRIOR NOTICE OR HEARING AS TO SUCH APPOINTMENT. THE
ADMINISTRATIVE AGENT SHALL DEPOSIT THE NET PROCEEDS OF ANY SUCH COLLECTION,
RECOVERY, RECEIPT, APPROPRIATION, REALIZATION OR SALE TO A BLOCKED ACCOUNT AND
SUCH NET PROCEEDS SHALL BE APPLIED IN ACCORDANCE WITH SECTION 1.3. TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES ALL CLAIMS,
DAMAGES, AND DEMANDS AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER ARISING OUT
OF THE REPOSSESSION, RETENTION OR SALE OF THE COLLATERAL EXCEPT SUCH AS ARISE
SOLELY OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE ADMINISTRATIVE
AGENT OR SUCH LENDER AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION.
EACH BORROWER AGREES THAT TEN (10) DAYS PRIOR NOTICE BY ADMINISTRATIVE AGENT OF
THE TIME AND PLACE OF ANY PUBLIC SALE OR OF THE TIME AFTER WHICH A PRIVATE SALE
MAY TAKE PLACE IS REASONABLE NOTIFICATION OF SUCH MATTERS (IT BEING UNDERSTOOD
AND AGREED THAT, EXCEPT ANY NOTICE REQUIRED BY THE ORDERS, NO SUCH NOTICE NEED
BE GIVEN IF WITH RESPECT TO PORTIONS OF THE COLLATERAL THAT ARE PERISHABLE OR
THREATEN TO DECLINE SPEEDILY IN VALUE OR IS OF A TYPE THAT IS CUSTOMARILY SOLD
IN A RECOGNIZED MARKET). THE BORROWERS SHALL REMAIN
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LIABLE FOR ANY DEFICIENCY IF THE PROCEEDS OF ANY SALE OR DISPOSITION OF THE
COLLATERAL ARE INSUFFICIENT TO PAY ALL SECURED OBLIGATIONS, INCLUDING ANY
ATTORNEYS' FEES AND OTHER EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR ANY
LENDER TO COLLECT SUCH DEFICIENCY.
(C)
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN, EACH BORROWER
HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST OR ANY NOTICE (TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW) OF ANY KIND IN CONNECTION WITH THIS AGREEMENT OR
ANY COLLATERAL.
(D)
TO THE EXTENT THAT APPLICABLE LAW IMPOSES DUTIES ON THE
ADMINISTRATIVE AGENT TO EXERCISE REMEDIES IN A COMMERCIALLY REASONABLE MANNER,
EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT IS NOT COMMERCIALLY UNREASONABLE
FOR THE ADMINISTRATIVE AGENT (I) TO FAIL TO INCUR EXPENSES REASONABLY DEEMED
SIGNIFICANT BY THE ADMINISTRATIVE AGENT TO PREPARE COLLATERAL FOR DISPOSITION OR
OTHERWISE TO COMPLETE RAW MATERIAL OR WORK IN PROCESS INTO FINISHED GOODS OR
OTHER FINISHED PRODUCTS FOR DISPOSITION, (II) TO FAIL TO OBTAIN THIRD PARTY
CONSENTS FOR ACCESS TO COLLATERAL TO BE DISPOSED OF, OR