OF SECTION 9(B).
(B)
THE COLLATERAL AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE
TO IT, ALL THE RIGHTS AND REMEDIES OF A COLLATERAL AGENT ON DEFAULT UNDER THE
UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY
(I) REQUIRE THE BORROWERS TO, AND EACH BORROWER HEREBY AGREES THAT IT WILL AT
ITS EXPENSE AND UPON THE 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 TO BE DESIGNATED BY THE COLLATERAL
AGENT WHICH IS REASONABLY CONVENIENT TO BOTH PARTIES AND (II) TO THE EXTENT
PERMITTED BY LAW, ENTER THE PREMISES WHERE ANY OF THE COLLATERAL IS LOCATED AND
TAKE AND CARRY AWAY THE SAME, BY ANY OF ITS REPRESENTATIVES, WITH OR WITHOUT
LEGAL PROCESS, TO COLLATERAL AGENT'S PLACE OF STORAGE, AND (III) WITHOUT NOTICE
EXCEPT AS SPECIFIED IN THE NEXT SENTENCE, 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.
EACH BORROWER AGREES THAT, TO THE EXTENT NOTICE OF DISPOSITION IS
REQUIRED BY LAW, NOTICE TO THE BORROWERS OF AT LEAST TEN (10) BUSINESS DAYS
PRIOR TO THE EARLIEST TIME OF DISPOSITION SET FORTH IN SUCH NOTICE 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 IT WAS SO ADJOURNED.
(C)
SUBJECT TO SECTION 11(B), ALL CASH PROCEEDS RECEIVED BY THE COLLATERAL
AGENT IN RESPECT OF ANY SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON ALL
OR ANY PART OF THE COLLATERAL MAY, TO THE EXTENT REQUIRED BY APPLICABLE LAW, 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 SECTION 17) TO THE PAYMENT IN FULL OF
14
THE SECURED OBLIGATIONS, IN EACH CASE EQUALLY AND RATABLY IN ACCORDANCE WITH THE
RESPECTIVE AMOUNTS THEREOF THEN DUE AND OWING OR AS THE PURCHASERS HOLDING THE
SAME MAY OTHERWISE AGREE.
ANY SURPLUS OF SUCH CASH OR CASH PROCEEDS HELD BY THE
COLLATERAL AGENT AND REMAINING AFTER PAYMENT IN FULL OF ALL THE SECURED
OBLIGATIONS TO THE COLLATERAL AGENT SHALL BE PAID OVER TO THE BORROWERS (SUBJECT
TO THE RIGHTS AND REMEDIES OF OTHER SECURED LENDERS).
IF THE PROCEEDS OF THE
SALE OF THE COLLATERAL ARE INSUFFICIENT TO PAY ALL OF THE SECURED OBLIGATIONS,
THE BORROWERS AGREES TO PAY UPON DEMAND