OF THE COLLATERAL
AGENT HEREUNDER WITH RESPECT TO SUCH COLLATERAL, AND (III) THE TERM "COLLATERAL
AGENT," WHEN USED HEREIN IN RELATION TO
9
ANY RIGHTS, POWERS, PRIVILEGES, INTERESTS AND REMEDIES OF THE COLLATERAL AGENT
WITH RESPECT TO SUCH COLLATERAL, SHALL INCLUDE SUCH SUBAGENT; PROVIDED, HOWEVER,
THAT NO SUCH SUBAGENT SHALL BE AUTHORIZED TO TAKE ANY ACTION WITH RESPECT TO ANY
SUCH COLLATERAL UNLESS AND EXCEPT TO THE EXTENT EXPRESSLY AUTHORIZED IN WRITING
BY THE COLLATERAL AGENT.
Section 14. Remedies.
If any Event of Default shall have occurred and be
continuing:
(A) 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 SECURED PARTY UPON DEFAULT UNDER THE UCC
(WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY:
(I) REQUIRE EACH GRANTOR TO, AND EACH GRANTOR HEREBY AGREES THAT IT WILL AT ITS
EXPENSE AND UPON 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 AND TIME TO BE DESIGNATED BY THE COLLATERAL
AGENT THAT IS REASONABLY CONVENIENT TO BOTH PARTIES; (II) WITHOUT NOTICE EXCEPT
AS SPECIFIED BELOW, 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; (III) OCCUPY ANY
PREMISES OWNED OR LEASED BY ANY OF THE GRANTORS WHERE THE COLLATERAL OR ANY PART
THEREOF IS ASSEMBLED OR LOCATED FOR A REASONABLE PERIOD IN ORDER TO EFFECTUATE
ITS RIGHTS AND REMEDIES HEREUNDER OR UNDER LAW, WITHOUT OBLIGATION TO SUCH
GRANTOR IN RESPECT OF SUCH OCCUPATION; AND (IV) EXERCISE ANY AND ALL RIGHTS AND
REMEDIES OF ANY OF THE GRANTORS UNDER OR IN CONNECTION WITH THE COLLATERAL, OR
OTHERWISE IN RESPECT OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, (A) ANY
AND ALL RIGHTS OF SUCH GRANTOR TO DEMAND OR OTHERWISE REQUIRE PAYMENT OF ANY
AMOUNT UNDER, OR PERFORMANCE OF ANY PROVISION OF, THE RECEIVABLES AND THE OTHER
COLLATERAL, (B) WITHDRAW, OR CAUSE OR DIRECT THE WITHDRAWAL, OF ALL FUNDS WITH
RESPECT TO THE ACCOUNT COLLATERAL AND (C) EXERCISE ALL OTHER RIGHTS AND REMEDIES
WITH RESPECT TO THE RECEIVABLES AND THE OTHER COLLATERAL, INCLUDING, WITHOUT
LIMITATION, THOSE SET FORTH IN SECTION 9-607 OF THE UCC.
EACH GRANTOR AGREES
THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT LEAST TEN DAYS'
NOTICE TO SUCH GRANTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME
AFTER WHICH ANY PRIVATE SALE IS TO BE MADE 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