ORGANIZATION
IDENTIFICATION NUMBER ISSUED TO SUCH ASSIGNOR, AND (II) IN THE CASE OF A
FINANCING STATEMENT FILED AS A FIXTURE FILING OR INDICATING COLLATERAL AS
AS-EXTRACTED COLLATERAL OR TIMBER TO BE CUT, A SUFFICIENT DESCRIPTION OF REAL
PROPERTY TO WHICH THE COLLATERAL RELATES.
EACH ASSIGNOR AGREES TO FURNISH ANY
SUCH INFORMATION TO THE COLLATERAL AGENT PROMPTLY UPON REQUEST.
ARTICLE IX
REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT
9.1.
REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT.
EACH ASSIGNOR AGREES
THAT, IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THEN AND IN
EVERY SUCH CASE, THE COLLATERAL AGENT, IN ADDITION TO ANY RIGHTS NOW OR
HEREAFTER EXISTING UNDER APPLICABLE LAW AND UNDER THE OTHER PROVISIONS OF THIS
AGREEMENT, SHALL HAVE ALL RIGHTS AS A SECURED CREDITOR UNDER THE UCC IN ALL
RELEVANT JURISDICTIONS AND MAY ALSO:
(I)
PERSONALLY, OR BY AGENTS OR ATTORNEYS, IMMEDIATELY TAKE
POSSESSION OF THE COLLATERAL OR ANY PART THEREOF, FROM SUCH ASSIGNOR OR ANY
OTHER PERSON WHO THEN HAS POSSESSION OF ANY PART THEREOF WITH OR WITHOUT NOTICE
OR PROCESS OF LAW, AND FOR THAT PURPOSE MAY ENTER UPON SUCH ASSIGNOR'S PREMISES
WHERE ANY OF THE COLLATERAL IS LOCATED AND REMOVE THE SAME AND USE IN CONNECTION
WITH SUCH REMOVAL ANY AND ALL SERVICES, SUPPLIES, AIDS AND OTHER FACILITIES OF
SUCH ASSIGNOR;
20
(II)
INSTRUCT THE OBLIGOR OR OBLIGORS ON ANY AGREEMENT, INSTRUMENT OR
OTHER OBLIGATION (INCLUDING, WITHOUT LIMITATION, THE RECEIVABLES AND THE
CONTRACTS) CONSTITUTING THE COLLATERAL TO MAKE ANY PAYMENT REQUIRED BY THE TERMS
OF SUCH AGREEMENT, INSTRUMENT OR OTHER OBLIGATION DIRECTLY TO THE COLLATERAL
AGENT AND MAY EXERCISE ANY AND ALL REMEDIES OF SUCH ASSIGNOR IN RESPECT OF SUCH
COLLATERAL;
(III)
WITHDRAW ALL MONIES, SECURITIES AND INSTRUMENTS IN ANY LOCKBOX
ACCOUNT OR BLOCKED ACCOUNT SUBJECT TO A TRI-PARTY AGREEMENT PURSUANT TO SECTION
2.9 OF THE BANK CREDIT AGREEMENT OR IN ANY CASH COLLATERAL ACCOUNT ESTABLISHED
BY COLLATERAL AGENT PURSUANT TO SECTION 3.3 FOR APPLICATION TO THE OBLIGATIONS
IN ACCORDANCE WITH SECTION 9.4 HEREOF;
(IV)
SELL, ASSIGN OR OTHERWISE LIQUIDATE ANY OR ALL OF THE COLLATERAL
OR ANY PART THEREOF IN ACCORDANCE WITH SECTION 9.2 HEREOF, OR DIRECT THE
RELEVANT ASSIGNOR TO SELL, ASSIGN OR OTHERWISE LIQUIDATE ANY OR ALL OF THE
COLLATERAL OR ANY PART THEREOF, AND, IN EACH CASE, TAKE POSSESSION OF THE
PROCEEDS OF ANY SUCH SALE OR LIQUIDATION;
(V)
TAKE POSSESSION OF THE COLLATERAL OR ANY PART THEREOF, BY
DIRECTING THE RELEVANT ASSIGNOR IN WRITING TO DELIVER THE SAME TO THE COLLATERAL
AGENT AT ANY PLACE OR PLACES DESIGNATED BY THE COLLATERAL AGENT, IN WHICH EVENT
SUCH ASSIGNOR SHALL AT ITS OWN EXPENSE:
(x)
forthwith cause the same to be moved to the place or places so
designated by the Collateral Agent and there delivered to the Collateral Agent;
(y)
store and keep any Collateral so delivered to the Collateral Agent
at such place or places pending further action by the Collateral Agent as
provided in Section 9.2 hereof; and
(z)
while the Collateral shall be so stored and kept,