AGENT TO BECOME OBLIGATIONS
OF SUCH GRANTOR TO THE COLLATERAL AGENT, DUE AND PAYABLE IMMEDIATELY WITHOUT
DEMAND; AND
(H)
GENERALLY TO SELL, TRANSFER, PLEDGE, MAKE ANY AGREEMENT WITH
RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE COLLATERAL AS FULLY AND COMPLETELY
AS THOUGH THE COLLATERAL AGENT WERE THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES,
AND TO DO, AT THE COLLATERAL AGENT'S OPTION AND
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SUCH GRANTOR'S EXPENSE, AT ANY TIME OR FROM TIME TO TIME, ALL ACTS AND THINGS
THAT THE COLLATERAL AGENT DEEMS REASONABLY NECESSARY TO PROTECT, PRESERVE OR
REALIZE UPON THE COLLATERAL AND THE COLLATERAL AGENT'S SECURITY INTEREST THEREIN
IN ORDER TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS
SUCH GRANTOR MIGHT DO.
Section 6.02
No Duty on the Part of Collateral Agent or Secured
Parties. The powers conferred on the Collateral Agent hereunder are solely to
protect the interests of the Secured Parties in the Collateral and shall not
impose any duty upon the Collateral Agent or any Secured Party to exercise any
such powers. The Collateral Agent and the Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of such
powers, and neither they nor any of their officers, directors, employees or
agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct.
ARTICLE VII
REMEDIES
Section 7.01
Generally.
(A)
IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THE
COLLATERAL AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN ADDITION TO ALL
OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT AT
LAW OR IN EQUITY, ALL THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT ON DEFAULT
UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) TO
COLLECT, ENFORCE OR SATISFY ANY SECURED OBLIGATIONS THEN OWING, WHETHER BY
ACCELERATION OR OTHERWISE, AND ALSO MAY PURSUE ANY OF THE FOLLOWING SEPARATELY,
SUCCESSIVELY OR SIMULTANEOUSLY:
(I)
REQUIRE ANY GRANTOR TO, AND EACH GRANTOR HEREBY AGREES THAT IT
SHALL AT ITS EXPENSE AND PROMPTLY 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 TO BE DESIGNATED
BY THE COLLATERAL AGENT THAT IS REASONABLY CONVENIENT TO BOTH PARTIES;
(II)
ENTER ONTO THE PROPERTY WHERE ANY COLLATERAL IS LOCATED AND TAKE
POSSESSION THEREOF WITH OR WITHOUT JUDICIAL PROCESS;
(III)
PRIOR TO THE DISPOSITION OF THE COLLATERAL, STORE, PROCESS,
REPAIR OR RECONDITION THE COLLATERAL OR OTHERWISE PREPARE THE COLLATERAL FOR
DISPOSITION IN ANY MANNER TO THE EXTENT THE COLLATERAL AGENT DEEMS APPROPRIATE;
AND
(IV)
WITHOUT NOTICE EXCEPT AS SPECIFIED BELOW OR UNDER THE UCC, SELL,
ASSIGN, LEASE, LICENSE (ON AN EXCLUSIVE OR NONEXCLUSIVE BASIS) OR OTHERWISE
DISPOSE OF THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC
OR PRIVATE SALE, AT ANY OF THE COLLATERAL AGENT'S OFFICES