PARTY;
(II) TO OTHERWISE GIVE NOTIFICATION TO ANY ISSUER (OR ANY SUCH REGISTRAR,
TRANSFER AGENT, FINANCIAL INTERMEDIARY, OR OTHER PERSON) OF SECURED PARTY'S
SECURITY INTERESTS HEREUNDER; (III) TO ASK, DEMAND, COLLECT, SUE FOR, RECOVER,
COMPOUND, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME
DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL; (IV) TO RECEIVE, INDORSE AND
COLLECT ANY DRAFTS OR OTHER INSTRUMENTS OR DOCUMENTS; (V) TO ENFORCE ANY
OBLIGATIONS INCLUDED AMONG THE COLLATERAL; AND (VI) TO FILE ANY CLAIMS OR TAKE
ANY ACTION OR INSTITUTE ANY PROCEEDINGS WHICH SECURED PARTY MAY DEEM NECESSARY
OR DESIRABLE FOR THE COLLECTION OF ANY OF THE COLLATERAL OR OTHERWISE TO
ENFORCE, PERFECT, OR ESTABLISH THE PRIORITY OF THE RIGHTS OF SECURED PARTY WITH
RESPECT TO ANY OF THE COLLATERAL.
DEBTOR HEREBY ACKNOWLEDGES THAT SUCH POWER OF
ATTORNEY AND PROXY ARE COUPLED WITH AN INTEREST, AND ARE IRREVOCABLE.
(C)
PERFORMANCE BY SECURED PARTY.
IF DEBTOR
FAILS TO PERFORM ANY AGREEMENT OR OBLIGATION CONTAINED HEREIN, SECURED PARTY MAY
ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT OR OBLIGATION, AND THE
REASONABLE EXPENSES OF SECURED PARTY INCURRED IN CONNECTION THEREWITH SHALL BE
PAYABLE BY DEBTOR UNDER SECTION 4.5.
SECTION 4.2.
REMEDIES.
IF AN EVENT OF DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, SECURED PARTY MAY FROM TIME TO TIME IN
ITS DISCRETION, EXCEPT AS LIMITED BY ANY REGULATORY APPROVALS, REQUESTS OR
REQUIREMENTS, WITHOUT LIMITATION AND WITHOUT NOTICE EXCEPT AS EXPRESSLY PROVIDED
BELOW (IN EACH CASE SUBJECT TO THE INTERCREDITOR AGREEMENT):
(A)
EXERCISE IN RESPECT OF THE COLLATERAL, IN
ADDITION TO ANY OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN, UNDER THE OTHER
OBLIGATION DOCUMENTS OR OTHERWISE AVAILABLE TO IT, ALL THE RIGHTS AND REMEDIES
OF A SECURED PARTY ON DEFAULT UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO
THE AFFECTED COLLATERAL);
(B)
REQUIRE DEBTOR TO, AND DEBTOR HEREBY AGREES
THAT IT WILL AT ITS EXPENSE AND UPON REQUEST OF SECURED PARTY, PROMPTLY ASSEMBLE
ALL OR PART OF THE COLLATERAL AS DIRECTED BY SECURED PARTY AND MAKE IT (TOGETHER
WITH ALL BOOKS, RECORDS AND INFORMATION OF DEBTOR RELATING THERETO)
11
AVAILABLE TO SECURED PARTY AT A PLACE TO BE DESIGNATED BY SECURED PARTY WHICH IS
REASONABLY CONVENIENT TO BOTH PARTIES;
(C)
REDUCE ITS CLAIM TO JUDGMENT OR FORECLOSE
OR OTHERWISE ENFORCE, IN WHOLE OR IN PART, THE SECURITY INTEREST CREATED HEREBY
BY ANY AVAILABLE JUDICIAL PROCEDURE;
(D)
DISPOSE OF, AT ITS OFFICE, ON THE PREMISES
OF DEBTOR OR ELSEWHERE, ALL OR ANY PART OF THE COLLATERAL, AS A UNIT OR IN
PARCELS, BY PUBLIC OR PRIVATE PROCEEDINGS, AND BY WAY OF ONE OR MORE CONTRACTS
(IT BEING AGREED THAT THE SALE OF ANY PART OF THE COLLATERAL SHALL NOT EXHAUST
SECURED PARTY'S POWER OF SALE, BUT SALES MAY BE MADE FROM TIME TO TIME, AND AT
ANY TIME, UNTIL ALL OF THE COLLATERAL HAS BEEN SOLD OR UNTIL THE SECURED
OBLIGATIONS HAVE BEEN PAID AND PERFORMED IN FULL), AND AT ANY SUCH SALE IT SHALL
NOT BE NECESSARY TO EXHIBIT