AGENT DEEMS NECESSARY OR ADVISABLE AND
SUCH FINANCING STATEMENTS MAY INCLUDE SUPER-GENERIC DESCRIPTIONS OF COLLATERAL.
SECTION 7.7.
CONTROL.
TO THE EXTENT REQUIRED UNDER SECTION 9-313 OF
THE UNIFORM COMMERCIAL CODE, WHERE ANY COLLATERAL WITH A FAIR MARKET VALUE OF
GREATER THAN $1,000,000 IS IN THE POSSESSION OF A THIRD PARTY, EACH ASSIGNOR
WILL JOIN WITH THE COLLATERAL AGENT IN NOTIFYING THE THIRD PARTY OF THE
COLLATERAL AGENT'S SECURITY INTERESTS AND WILL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN AN ACKNOWLEDGEMENT FROM THE THIRD PARTY THAT IT IS HOLDING THE
COLLATERAL FOR THE BENEFIT OF THE COLLATERAL AGENT.
UPON REQUEST OF THE
COLLATERAL AGENT, EACH ASSIGNOR WILL COOPERATE WITH THE COLLATERAL AGENT IN
OBTAINING CONTROL WITH RESPECT TO COLLATERAL CONSISTING OF:
(I) INVESTMENT
PROPERTY (TO THE EXTENT "CONTROL" WITHIN THE MEANING OF SECTIONS 8-106 AND 9-106
OF THE UCC CAN BE OBTAINED WITH RESPECT TO SUCH INVESTMENT PROPERTY); (II)
LETTER-OF-CREDIT RIGHTS; AND (III) ELECTRONIC CHATTEL PAPER.
IN THE EVENT ANY
ASSIGNOR IS THE BENEFICIARY OF ANY INDIVIDUAL LETTER OF CREDIT IN EXCESS OF
$100,000 (OR LETTERS OF CREDIT IN EXCESS OF $250,000 IN THE AGGREGATE), SUCH
ASSIGNOR SHALL ENTER INTO A TRI-PARTY AGREEMENT WITH THE COLLATERAL AGENT AND
THE ISSUER OR CONFIRMATION BANK FOR SUCH LETTER OF CREDIT WITH RESPECT TO
LETTER-OF-CREDIT RIGHTS RELATED TO SUCH LETTER OF CREDIT ASSIGNING SUCH
LETTER-OF-CREDIT RIGHTS TO THE COLLATERAL AGENT AND DIRECTING ALL PAYMENTS
THEREUNDER TO THE COLLATERAL ACCOUNT, ALL IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COLLATERAL AGENT.
18
ARTICLE VIII
REMEDIES UPON OCCURRENCE OF EVENT OF DEFAULT
SECTION 8.1.
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, SUBJECT TO ANY MANDATORY REQUIREMENTS
OF APPLICABLE LAW THEN IN EFFECT, THE COLLATERAL AGENT, ACTING AT THE DIRECTION
OF THE INSTRUCTING GROUP, SHALL HAVE, IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER
EXISTING UNDER APPLICABLE LAW, ALL RIGHTS AS A SECURED CREDITOR UNDER THE
UNIFORM COMMERCIAL CODE IN ALL RELEVANT JURISDICTIONS AND MAY:
(A)
PERSONALLY, OR BY AGENTS OR ATTORNEYS, IMMEDIATELY TAKE OR RETAKE,
AS THE CASE MAY BE, 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; AND
(B)
IN ADDITION TO ANY RIGHTS THE COLLATERAL AGENT MAY HAVE UNDER
SECTION 3.2, 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; AND