a nominee of the
Collateral Agent or in the name of any Grantor communicate (by mail, telephone,
facsimile or otherwise) with Account Debtors and obligors in respect of any
Security Collateral to verify with such Persons, to the Collateral Agent's
satisfaction, the existence, the amount, the terms of, and any other matter
relating to Receivables, payment intangibles, Security Collateral or Chattel
Paper.
SECTION 20. Remedies. Subject to Section 8.02 of the Credit Agreement, 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 OTHER RIGHTS AND REMEDIES PROVIDED FOR HEREIN OR OTHERWISE AVAILABLE
TO IT, ALL THE RIGHTS AND REMEDIES OF A SECURED PARTY UPON DEFAULT UNDER THE UCC
(WHETHER OR NOT THE UCC APPLIES TO THE AFFECTED COLLATERAL) AND ALSO MAY:
(I)
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 THE COLLATERAL AS DIRECTED BY THE COLLATERAL AGENT AND MAKE IT AVAILABLE TO
THE COLLATERAL AGENT AT A PLACE AND TIME TO BE DESIGNATED BY THE COLLATERAL
AGENT THAT IS REASONABLY CONVENIENT TO BOTH PARTIES; (II) WITHOUT NOTICE EXCEPT
AS SPECIFIED BELOW, 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 UPON SUCH OTHER TERMS
AS THE COLLATERAL AGENT MAY DEEM COMMERCIALLY REASONABLE; (III) OCCUPY ANY
PREMISES OWNED OR, TO THE EXTENT LAWFUL AND PERMITTED, LEASED BY ANY OF THE
GRANTORS WHERE THE COLLATERAL OR ANY PART THEREOF IS ASSEMBLED OR LOCATED FOR A
REASONABLE PERIOD IN ORDER TO EFFECTUATE ITS RIGHTS AND REMEDIES HEREUNDER OR
UNDER LAW, WITHOUT OBLIGATION TO SUCH GRANTOR IN RESPECT OF SUCH OCCUPATION; AND
(IV) EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF ANY OF THE GRANTORS UNDER OR IN
CONNECTION WITH THE COLLATERAL, OR OTHERWISE IN RESPECT OF THE COLLATERAL,
INCLUDING, WITHOUT LIMITATION, (A) ANY AND ALL RIGHTS OF SUCH GRANTOR TO DEMAND
OR OTHERWISE REQUIRE PAYMENT OF ANY AMOUNT UNDER, OR PERFORMANCE OF ANY
PROVISION OF, THE RECEIVABLES, THE RELATED CONTRACTS AND THE OTHER COLLATERAL,
(B) WITHDRAW, OR CAUSE OR DIRECT THE WITHDRAWAL, OF ALL FUNDS WITH RESPECT TO
THE ACCOUNT COLLATERAL AND (C) EXERCISE ALL OTHER RIGHTS AND REMEDIES WITH
RESPECT TO THE RECEIVABLES, THE RELATED CONTRACTS AND THE OTHER COLLATERAL,
INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH IN SECTION 9-607 OF THE UCC. EACH
GRANTOR AGREES THAT, TO THE EXTENT NOTICE OF SALE SHALL BE REQUIRED BY LAW, AT
LEAST TEN DAYS' NOTICE TO SUCH GRANTOR OF THE TIME AND PLACE OF ANY PUBLIC SALE
OR THE TIME AFTER WHICH ANY PRIVATE SALE IS TO BE MADE SHALL CONSTITUTE
REASONABLE NOTIFICATION. THE COLLATERAL AGENT SHALL NOT BE OBLIGATED TO MAKE ANY
SALE OF COLLATERAL REGARDLESS OF NOTICE OF SALE HAVING BEEN GIVEN. THE
COLLATERAL AGENT MAY ADJOURN ANY PUBLIC OR