REMEDIES. UPON THE OCCURRENCE AND CONTINUANCE OF A PAYMENT
DEFAULT OR EVENT OF DEFAULT OR THE MATURITY OF THE NOTES HAS BEEN ACCELERATED OR
THE NOTES ARE OTHERWISE DUE AND PAYABLE THE COLLATERAL AGENT MAY FROM TIME TO
TIME EXERCISE IN RESPECT OF THE 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 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 COLLATERAL IS LOCATED, REMOVE SUCH COLLATERAL, REMAIN PRESENT AT SUCH
PREMISES TO RECEIVE COPIES OF ALL COMMUNICATIONS AND REMITTANCES RELATING TO THE
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 COLLATERAL INCLUDING INSTRUCTING
THE OBLIGOR OR OBLIGORS ON ANY AGREEMENT, INSTRUMENT OR OTHER OBLIGATION
CONSTITUTING PART OF THE 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, SETTLE, EXTEND THE TIME
FOR PAYMENT AND MAKE OTHER IS 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 TWO (2) BUSINESS DAYS AFTER
RECEIPT THEREOF) PAY SUCH AMOUNTS TO THE COLLATERAL AGENT;
(III)
SELL, ASSIGN, GRANT A LICENSE TO USE OR OTHERWISE LIQUIDATE, OR
DIRECT ANY PLEDGOR TO SELL, ASSIGN, GRANT A LICENSE TO USE OR OTHERWISE
LIQUIDATE, ANY AND ALL INVESTMENTS MADE IN WHOLE OR IN PART WITH THE COLLATERAL
OR ANY PART THEREOF, AND TAKE POSSESSION OF THE PROCEEDS OF ANY SUCH SALE,
ASSIGNMENT, LICENSE OR LIQUIDATION;
(IV)
TAKE POSSESSION OF THE COLLATERAL OR ANY PART THEREOF, BY
DIRECTING ANY PLEDGOR IN WRITING TO DELIVER THE SAME TO THE COLLATERAL AGENT AT
ANY PLACE OR PLACES SO DESIGNATED BY THE COLLATERAL AGENT, IN WHICH EVENT SUCH
PLEDGOR SHALL AT ITS OWN EXPENSE:
(A) FORTHWITH CAUSE THE SAME TO BE MOVED TO
THE PLACE OR PLACES DESIGNATED BY THE COLLATERAL AGENT AND THEREWITH DELIVERED
TO THE COLLATERAL AGENT, (B) STORE AND KEEP ANY COLLATERAL SO
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DELIVERED TO THE COLLATERAL AGENT AT SUCH PLACE OR PLACES PENDING FURTHER ACTION
BY THE COLLATERAL AGENT AND (C) WHILE THE COLLATERAL SHALL BE SO STORED AND
KEPT, PROVIDE SUCH SECURITY AND MAINTENANCE SERVICES AS SHALL BE NECESSARY TO
PROTECT THE SAME AND TO PRESERVE AND MAINTAIN THEM IN GOOD CONDITION.
EACH
PLEDGOR'S