THE CONTINUATION OF ANY EVENT OF DEFAULT, THE BORROWER
SHALL, UPON RECEIPT BY IT OF ANY REVENUE, INCOME OR OTHER SUMS SUBJECT TO THE
SECURITY INTEREST, OR OF ANY CHECK, DRAFT, NOTE, TRADE ACCEPTANCE OR OTHER
INSTRUMENT EVIDENCING AN OBLIGATION TO PAY ANY SUCH SUM, HOLD THE SAME IN TRUST
FOR THE SECURED PARTIES AND SHALL UPON REQUEST BY THE SECURED PARTIES FORTHWITH
ENDORSE AND TRANSFER ANY SUCH SUMS OR INSTRUMENTS, OR BOTH, TO THE SECURED
PARTIES FOR APPLICATION TO THE SATISFACTION OF THE OBLIGATIONS.
6.
RIGHTS AND REMEDIES UPON DEFAULT.
UPON
THE OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT, THE AGENT
(ON BEHALF OF, AND FOR THE BENEFIT OF ITSELF AND EACH SECURED PARTY) SHALL HAVE
THE RIGHT TO EXERCISE ALL OF THE REMEDIES CONFERRED HEREUNDER, UNDER THE
DEBENTURES, AND THE AGENT AND THE SECURED PARTIES SHALL HAVE ALL THE RIGHTS AND
8
REMEDIES OF A SECURED PARTY UNDER THE UCC.
WITHOUT LIMITATION, THE SECURED
PARTIES SHALL HAVE THE FOLLOWING RIGHTS AND POWERS UPON AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT:
(A)
THE AGENT SHALL HAVE THE RIGHT TO TAKE
POSSESSION OF ALL TANGIBLE MANIFESTATIONS OR EMBODIMENTS OF THE COLLATERAL AND,
FOR THAT PURPOSE, WITHOUT BREACHING THE PEACE ENTER, WITH THE AID AND ASSISTANCE
OF ANY PERSON PREVIOUSLY IDENTIFIED TO, AND APPROVED IN WRITING BY, THE
BORROWER, ANY PREMISES WHERE THE COLLATERAL, OR ANY PART THEREOF, IS PLACED AND
REMOVE THE SAME, AND THE BORROWER SHALL ASSEMBLE THE COLLATERAL AND MAKE IT
AVAILABLE TO THE AGENT AT THE BORROWER'S PREMISES.
(B)
THE AGENT SHALL HAVE THE RIGHT TO ASSIGN,
SELL, OR OTHERWISE DISPOSE OF AND DELIVER ALL OR ANY PART OF THE COLLATERAL, AT
PUBLIC OR PRIVATE SALE OR OTHERWISE, EITHER WITH OR WITHOUT SPECIAL CONDITIONS
OR STIPULATIONS, FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY, IN SUCH PARCEL OR
PARCELS AND AT SUCH TIME OR TIMES AND AT SUCH PLACE OR PLACES, AND UPON SUCH
TERMS AND CONDITIONS AS THE AGENT MAY DEEM COMMERCIALLY REASONABLE, ALL WITHOUT
(EXCEPT AS SHALL BE REQUIRED BY APPLICABLE STATUTE AND CANNOT BE WAIVED)
ADVERTISEMENT OR DEMAND UPON OR NOTICE TO THE BORROWER OR RIGHT OF REDEMPTION OF
THE BORROWER, WHICH ARE HEREBY EXPRESSLY WAIVED.
UPON EACH SUCH SALE,
ASSIGNMENT OR OTHER TRANSFER OF COLLATERAL, THE AGENT MAY, UNLESS PROHIBITED BY
APPLICABLE LAW WHICH CANNOT BE WAIVED, PURCHASE ALL OR ANY PART OF THE
COLLATERAL BEING SOLD, FREE FROM AND DISCHARGED OF ALL TRUSTS, CLAIMS, RIGHT OF
REDEMPTION AND EQUITIES OF THE BORROWER, WHICH ARE HEREBY WAIVED AND RELEASED.
(C)
THE AGENT MAY SUBLICENSE OR, TO THE SAME
EXTENT THE BORROWER IS PERMITTED BY LAW AND CONTRACT TO DO SO, WHETHER ON AN
EXCLUSIVE OR NON-EXCLUSIVE BASIS, ANY OF THE COLLATERAL THROUGHOUT THE WORLD FOR
SUCH PERIOD, ON SUCH CONDITIONS AND IN SUCH MANNER AS THE AGENT SHALL, IN ITS
REASONABLE DISCRETION, DETERMINE.
(D)
THE AGENT MAY (WITHOUT ASSUMING ANY
OBLIGATIONS OR LIABILITIES THEREUNDER), AT ANY TIME, ENFORCE (AND SHALL HAVE THE
EXCLUSIVE RIGHT TO ENFORCE)