OF REASONABLE CARE TO ASSURE THE SAFE CUSTODY OF THE COLLATERAL WHILE
BEING HELD BY THE COLLATERAL AGENT HEREUNDER, THE COLLATERAL AGENT SHALL HAVE NO
DUTY OR LIABILITY TO PRESERVE RIGHTS PERTAINING THERETO, IT BEING UNDERSTOOD AND
AGREED THAT THE GRANTORS SHALL BE RESPONSIBLE FOR PRESERVATION OF ALL RIGHTS IN
THE COLLATERAL, AND THE COLLATERAL AGENT SHALL BE RELIEVED OF ALL RESPONSIBILITY
FOR THE COLLATERAL UPON SURRENDERING IT OR TENDERING THE SURRENDER OF IT TO THE
GRANTORS.
THE COLLATERAL AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE
CARE IN THE CUSTODY AND PRESERVATION OF THE COLLATERAL IN ITS POSSESSION IF SUCH
COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH THE
COLLATERAL AGENT ACCORDS ITS OWN PROPERTY, WHICH SHALL BE NO LESS THAN THE
TREATMENT EMPLOYED BY A REASONABLE AND PRUDENT AGENT IN THE INDUSTRY, IT BEING
UNDERSTOOD THAT THE COLLATERAL AGENT SHALL NOT HAVE RESPONSIBILITY FOR TAKING
ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST ANY PARTIES WITH RESPECT TO ANY
OF THE COLLATERAL.
ARTICLE VI
Remedies
SECTION 6.1
REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IT IS AGREED THAT THE COLLATERAL
AGENT SHALL HAVE IN ANY JURISDICTION IN WHICH ENFORCEMENT HEREOF IS SOUGHT, IN
ADDITION TO ALL OTHER RIGHTS AND REMEDIES, THE RIGHTS AND REMEDIES OF A SECURED
PARTY UNDER THE UCC, THE PRUCC OR OTHER APPLICABLE LAW.
THE RIGHTS AND REMEDIES
OF THE COLLATERAL AGENT SHALL INCLUDE, WITHOUT LIMITATION, THE RIGHT TO TAKE ANY
OF OR ALL THE FOLLOWING ACTIONS AT THE SAME OR DIFFERENT TIMES UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT:
(A)
WITH RESPECT TO ANY COLLATERAL CONSISTING OF ACCOUNTS, GENERAL
INTANGIBLES, (INCLUDING PAYMENT INTANGIBLES), LETTER-OF-CREDIT RIGHTS, CHATTEL
PAPER, INSTRUMENTS, AND DOCUMENTS, THE COLLATERAL AGENT MAY COLLECT THE
COLLATERAL WITH OR WITHOUT THE TAKING OF POSSESSION OF ANY OF THE COLLATERAL.
(B)
WITH RESPECT TO ANY COLLATERAL CONSISTING OF ACCOUNTS, THE
COLLATERAL AGENT MAY: (I) DEMAND, COLLECT AND RECEIVE ANY AMOUNTS RELATING
THERETO, AS THE COLLATERAL AGENT MAY DETERMINE; (II) COMMENCE AND PROSECUTE ANY
ACTIONS IN ANY COURT FOR THE PURPOSES OF COLLECTING ANY SUCH ACCOUNTS AND
ENFORCING ANY OTHER RIGHTS IN RESPECT THEREOF; (III) DEFEND, SETTLE OR
COMPROMISE ANY ACTION BROUGHT AND, IN CONNECTION THEREWITH, GIVE SUCH DISCHARGES
OR RELEASES AS THE COLLATERAL AGENT MAY REASONABLY DEEM APPROPRIATE;
(IV) WITHOUT LIMITING THE COLLATERAL
19
AGENT'S RIGHTS SET FORTH IN SECTION 5.2 HEREOF, RECEIVE, OPEN AND DISPOSE OF
MAIL ADDRESSED TO ANY GRANTOR AND ENDORSE CHECKS, NOTES, DRAFTS, ACCEPTANCES,
MONEY ORDERS, BILLS OF LADING, WAREHOUSE RECEIPTS OR OTHER INSTRUMENTS OR
DOCUMENTS EVIDENCING PAYMENT, SHIPMENT OR STORAGE OF THE GOODS GIVING RISE TO
SUCH ACCOUNTS OR SECURING OR RELATING TO SUCH ACCOUNTS, ON BEHALF OF AND IN THE
NAME OF SUCH GRANTOR; AND (V) SELL, ASSIGN, TRANSFER, MAKE ANY AGREEMENT IN
RESPECT OF, OR OTHERWISE DEAL WITH OR EXERCISE RIGHTS IN RESPECT OF, ANY SUCH
ACCOUNTS OR THE GOODS OR SERVICES WHICH HAVE GIVEN RISE THERETO, AS FULLY AND
COMPLETELY AS THOUGH THE