OR ON ACCOUNT OF SUCH RECEIVABLE, AND APPLY FORTHWITH
UPON RECEIPT THEREOF ALL SUCH AMOUNTS AS ARE SO COLLECTED TO THE OUTSTANDING
BALANCE OF SUCH RECEIVABLE,
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EXCEPT THAT ANY PLEDGOR MAY, WITH RESPECT TO A RECEIVABLE, ALLOW IN THE ORDINARY
COURSE OF BUSINESS (I) A REFUND OR CREDIT DUE AS A RESULT OF RETURNED OR DAMAGED
OR DEFECTIVE MERCHANDISE AND (II) SUCH EXTENSIONS OF TIME TO PAY AMOUNTS DUE IN
RESPECT OF RECEIVABLES AND SUCH OTHER MODIFICATIONS OF PAYMENT TERMS OR
SETTLEMENTS IN RESPECT OF RECEIVABLES AS SHALL BE COMMERCIALLY REASONABLE IN THE
CIRCUMSTANCES, ALL IN ACCORDANCE WITH SUCH PLEDGOR'S ORDINARY COURSE OF BUSINESS
CONSISTENT WITH ITS COLLECTION PRACTICES AS IN EFFECT FROM TIME TO TIME.
THE
COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) OF COLLECTION, IN ANY CASE,
WHETHER INCURRED BY ANY PLEDGOR, THE COLLATERAL AGENT OR ANY SECURED PARTY,
SHALL BE PAID BY THE PLEDGORS.
ARTICLE VIII
TRANSFERS
SECTION 8.1.
TRANSFERS OF PLEDGED COLLATERAL.
NO PLEDGOR SHALL
SELL, CONVEY, ASSIGN OR OTHERWISE DISPOSE OF, OR GRANT ANY OPTION WITH RESPECT
TO, ANY OF THE PLEDGED COLLATERAL PLEDGED BY IT HEREUNDER EXCEPT AS EXPRESSLY
PERMITTED BY THE CREDIT AGREEMENT.
ARTICLE IX
REMEDIES
SECTION 9.1.
REMEDIES.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, THE COLLATERAL AGENT MAY FROM TIME TO TIME
EXERCISE IN RESPECT OF THE PLEDGED COLLATERAL, IN ADDITION TO THE OTHER RIGHTS
AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE TO IT, THE FOLLOWING
REMEDIES:
(I)
PERSONALLY, OR BY AGENTS OR ATTORNEYS, IMMEDIATELY TAKE POSSESSION
OF THE PLEDGED COLLATERAL OR ANY PART THEREOF, FROM ANY PLEDGOR 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 ANY PLEDGOR'S PREMISES WHERE
ANY OF THE PLEDGED COLLATERAL IS LOCATED, REMOVE SUCH PLEDGED COLLATERAL, REMAIN
PRESENT AT SUCH PREMISES TO RECEIVE COPIES OF ALL COMMUNICATIONS AND REMITTANCES
RELATING TO THE PLEDGED COLLATERAL AND USE IN CONNECTION WITH SUCH REMOVAL AND
POSSESSION ANY AND ALL SERVICES, SUPPLIES, AIDS AND OTHER FACILITIES OF ANY
PLEDGOR;
(II)
DEMAND, SUE FOR, COLLECT OR RECEIVE ANY MONEY OR PROPERTY AT ANY
TIME PAYABLE OR RECEIVABLE IN RESPECT OF THE PLEDGED COLLATERAL INCLUDING
INSTRUCTING THE OBLIGOR OR OBLIGORS ON ANY AGREEMENT, INSTRUMENT OR OTHER
OBLIGATION CONSTITUTING PART OF THE PLEDGED COLLATERAL TO MAKE ANY PAYMENT
REQUIRED BY THE TERMS OF SUCH AGREEMENT, INSTRUMENT OR OTHER OBLIGATION DIRECTLY
TO THE COLLATERAL AGENT, AND IN CONNECTION WITH ANY OF THE FOREGOING,
COMPROMISE,
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SETTLE, EXTEND THE TIME FOR PAYMENT AND MAKE OTHER MODIFICATIONS WITH RESPECT
THERETO; PROVIDED, HOWEVER, THAT IN THE EVENT THAT ANY SUCH PAYMENTS ARE MADE
DIRECTLY TO ANY PLEDGOR, PRIOR TO RECEIPT BY ANY SUCH OBLIGOR OF SUCH
INSTRUCTION, SUCH PLEDGOR SHALL SEGREGATE ALL AMOUNTS RECEIVED PURSUANT THERETO
IN TRUST FOR THE BENEFIT OF THE COLLATERAL AGENT AND SHALL PROMPTLY (BUT IN NO
EVENT LATER THAN ONE (1) BUSINESS DAY AFTER RECEIPT THEREOF) PAY SUCH AMOUNTS TO
THE COLLATERAL AGENT;
(III)
SELL,