OR ANY SUCH
MORTGAGE OR OF EXERCISING ANY TRUST OR POWER CONFERRED ON THE COLLATERAL
17
AGENT UNDER THIS AGREEMENT OR ANY SUCH MORTGAGE, OR FOR THE APPOINTMENT OF A
RECEIVER, OR TO DIRECT THE TAKING OR REFRAINING FROM TAKING OF ANY OTHER ACTION
AUTHORIZED BY THIS ARTICLE VIII.
(C)
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
ASSIGNORS SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT TO VOTE AND GIVE CONSENTS WITH
RESPECT TO ALL OF THEIR RESPECTIVE PLEDGED SECURITIES AND TO CONSENT TO, RATIFY
OR WAIVE NOTICE OF ANY AND ALL MEETINGS.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT, ON BEHALF OF THE
SECURED PARTIES, SHALL HAVE THE EXCLUSIVE RIGHT, BUT SHALL NOT BE OBLIGATED,
(I) TO VOTE AND GIVE CONSENTS WITH RESPECT TO ANY MERGER, CONSOLIDATION,
LIQUIDATION OR REORGANIZATION OF THE ISSUER OF ANY PLEDGED STOCK AND, IN
CONNECTION THEREWITH, TO JOIN IN AND BECOME A PARTY TO ANY PLAN OF
RECAPITALIZATION, REORGANIZATION, OR READJUSTMENT (WHETHER VOLUNTARY OR
INVOLUNTARY) AS SHALL SEEM DESIRABLE TO THE COLLATERAL AGENT, TO PROTECT OR
FURTHER THEIR INTERESTS IN RESPECT OF THE COLLATERAL, (II) TO DEPOSIT THE
COLLATERAL UNDER ANY SUCH PLAN, AND (III) TO MAKE ANY EXCHANGE, SUBSTITUTION,
CANCELLATION OR SURRENDER OF THE COLLATERAL REQUIRED BY ANY SUCH PLAN AND TO
TAKE SUCH ACTION WITH RESPECT TO THE COLLATERAL AS MAY BE REQUIRED BY ANY SUCH
PLAN OR FOR THE ACCOMPLISHMENT THEREOF, AND NO SUCH DISPOSITION, EXCHANGE,
SUBSTITUTION, CANCELLATION OR SURRENDER SHALL BE DEEMED TO CONSTITUTE A RELEASE
OF THE COLLATERAL FROM THE LIENS OF THIS AGREEMENT.
8.2
REMEDIES; OBTAINING THE COLLATERAL UPON DEFAULT.
EACH ASSIGNOR
AGREES THAT IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, THEN
AND IN EVERY SUCH CASE, SUBJECT TO ANY MANDATORY REQUIREMENTS OF APPLICABLE LAW
THEN IN EFFECT, THE COLLATERAL AGENT, ACTING AT THE DIRECTION OF THE INSTRUCTING
GROUP, SHALL HAVE, IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER EXISTING UNDER
APPLICABLE LAW, AND SHALL HAVE ALL RIGHTS AS A SECURED CREDITOR UNDER THE
UNIFORM COMMERCIAL CODE IN ALL RELEVANT JURISDICTIONS AND MAY ALSO:
(A)
PERSONALLY, OR BY AGENTS OR ATTORNEYS, IMMEDIATELY TAKE OR RETAKE,
AS THE CASE MAY BE, POSSESSION OF SUCH ASSIGNOR'S COLLATERAL OR ANY PART
THEREOF, FROM SUCH ASSIGNOR 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 SUCH ASSIGNOR'S PREMISES WHERE ANY OF SUCH COLLATERAL IS LOCATED AND
REMOVE THE SAME AND USE IN CONNECTION WITH SUCH REMOVAL ANY AND ALL SERVICES,
SUPPLIES, AIDS AND OTHER FACILITIES OF THE ASSIGNOR; AND
(B)
IN ADDITION TO ANY RIGHTS THE COLLATERAL AGENT MAY HAVE UNDER
SECTION 3.4, INSTRUCT THE OBLIGOR OR OBLIGORS ON ANY AGREEMENT, INSTRUMENT OR
OTHER OBLIGATION (INCLUDING, WITHOUT LIMITATION, THE RECEIVABLES AND THE
CONTRACTS) CONSTITUTING SUCH ASSIGNOR'S COLLATERAL TO MAKE ANY PAYMENT REQUIRED
BY THE TERMS OF SUCH AGREEMENT, INSTRUMENT OR OTHER OBLIGATION DIRECTLY TO THE
COLLATERAL