OR LIABILITY BY REASON OF THIS AGREEMENT UNDER THE LICENSES
OR WITH RESPECT TO ANY OF THE OTHER COLLATERAL, NOR SHALL THE COLLATERAL AGENT
BE OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OR DUTIES OF SUCH GRANTOR
THEREUNDER OR TO TAKE ANY ACTION TO COLLECT OR ENFORCE ANY CLAIM FOR PAYMENT
ASSIGNED HEREUNDER.
SECTION 7.
REMEDIES UPON EVENT OF DEFAULT.
IF ANY EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING:
(A)
THE COLLATERAL AGENT MAY EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE
AVAILABLE TO IT, ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON DEFAULT
UNDER THE CODE (WHETHER OR NOT THE CODE APPLIES TO THE AFFECTED COLLATERAL), AND
ALSO MAY (I) TAKE ABSOLUTE CONTROL OF THE COLLATERAL, INCLUDING, WITHOUT
LIMITATION, TRANSFER INTO THE COLLATERAL AGENT'S NAME OR INTO THE NAME OF ITS
NOMINEE OR NOMINEES (TO THE EXTENT THE COLLATERAL AGENT HAS NOT THERETOFORE DONE
SO) AND THEREAFTER RECEIVE, FOR THE BENEFIT OF THE COLLATERAL AGENT, ALL
PAYMENTS MADE THEREON, GIVE ALL CONSENTS, WAIVERS AND RATIFICATIONS IN RESPECT
THEREOF AND OTHERWISE ACT WITH RESPECT THERETO AS THOUGH IT WERE THE OUTRIGHT
OWNER THEREOF, (II) REQUIRE EACH GRANTOR TO, AND EACH GRANTOR HEREBY AGREES THAT
IT WILL AT ITS EXPENSE AND UPON REQUEST OF THE COLLATERAL AGENT FORTHWITH,
ASSEMBLE ALL OR PART OF ITS RESPECTIVE COLLATERAL AS DIRECTED BY THE COLLATERAL
AGENT AND MAKE IT AVAILABLE TO THE COLLATERAL AGENT AT A PLACE OR PLACES TO BE
DESIGNATED BY THE COLLATERAL AGENT THAT IS REASONABLY CONVENIENT TO BOTH
PARTIES, AND THE COLLATERAL AGENT MAY ENTER INTO AND OCCUPY ANY PREMISES OWNED
OR LEASED BY SUCH GRANTOR WHERE THE COLLATERAL OR ANY PART THEREOF IS LOCATED OR
ASSEMBLED FOR A REASONABLE PERIOD IN ORDER TO EFFECTUATE THE COLLATERAL AGENT'S
RIGHTS AND REMEDIES HEREUNDER OR UNDER LAW, WITHOUT OBLIGATION TO SUCH GRANTOR
IN RESPECT OF SUCH OCCUPATION, AND (III) WITHOUT NOTICE EXCEPT AS SPECIFIED
BELOW AND WITHOUT ANY OBLIGATION TO PREPARE OR PROCESS THE COLLATERAL FOR SALE,
(A) SELL THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR
PRIVATE SALE, AT ANY OF THE COLLATERAL AGENT'S OFFICES OR ELSEWHERE, FOR CASH,
ON CREDIT OR FOR FUTURE DELIVERY, AND AT SUCH PRICE OR PRICES AND UPON SUCH
OTHER TERMS AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE AND/OR
(B) LEASE, LICENSE OR DISPOSE OF THE COLLATERAL OR ANY PART THEREOF UPON SUCH
TERMS AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE.
EACH GRANTOR
AGREES THAT, TO THE EXTENT NOTICE OF SALE OR ANY OTHER DISPOSITION OF ITS
RESPECTIVE COLLATERAL SHALL BE REQUIRED BY LAW, AT LEAST TEN (10) DAYS' NOTICE
TO SUCH GRANTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH
ANY PRIVATE SALE OR OTHER DISPOSITION OF ITS RESPECTIVE COLLATERAL IS TO BE MADE
SHALL CONSTITUTE REASONABLE NOTIFICATION.
THE COLLATERAL AGENT SHALL NOT BE
OBLIGATED
TO MAKE ANY SALE OR OTHER DISPOSITION OF ANY COLLATERAL