COLLATERAL
AGENT OR ITS NOMINEE AT THE OPTION OF THE COLLATERAL AGENT.
(B)
EXERCISE OF RIGHTS IN CAPITAL STOCK.
SUBJECT TO ARTICLE VIII,
EACH ASSIGNOR WILL PERMIT THE COLLATERAL AGENT OR ITS NOMINEE AT ANY TIME AFTER
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT
NOTICE, TO EXERCISE ALL VOTING AND CORPORATE RIGHTS RELATING TO THE CAPITAL
STOCK CONSTITUTING COLLATERAL, INCLUDING, WITHOUT LIMITATION, EXCHANGE,
SUBSCRIPTION OR ANY OTHER RIGHTS, PRIVILEGES, OR OPTIONS PERTAINING TO ANY
SHARES OF THE CAPITAL STOCK AND THE STOCK RIGHTS AS IF IT WERE THE ABSOLUTE
OWNER THEREOF.
ARTICLE VII
PROVISIONS CONCERNING ALL COLLATERAL
7.1
PROTECTION OF COLLATERAL AGENT'S SECURITY.
EACH ASSIGNOR COVENANTS
THAT IT WILL DO NOTHING TO IMPAIR THE RIGHTS OF THE COLLATERAL AGENT IN THE
COLLATERAL HEREUNDER.
EACH ASSIGNOR ASSUMES ALL LIABILITY AND RESPONSIBILITY IN
CONNECTION WITH THE COLLATERAL ACQUIRED BY IT AND THE LIABILITY OF SUCH ASSIGNOR
TO SATISFY ITS SECURED OBLIGATIONS SHALL IN NO WAY BE AFFECTED OR DIMINISHED BY
REASON OF THE FACT THAT SUCH COLLATERAL MAY BE LOST, DESTROYED, STOLEN, DAMAGED
OR FOR ANY REASON WHATSOEVER UNAVAILABLE TO SUCH ASSIGNOR, EXCEPT DUE TO THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COLLATERAL AGENT.
7.2
WAREHOUSE RECEIPTS NON-NEGOTIABLE.
EACH ASSIGNOR AGREES THAT IF
ANY WAREHOUSE RECEIPT OR RECEIPT IN THE NATURE OF A WAREHOUSE RECEIPT IS ISSUED
WITH RESPECT TO ANY OF ITS INVENTORY, SUCH WAREHOUSE RECEIPT OR RECEIPT IN THE
NATURE THEREOF SHALL EITHER (A) NOT BE "NEGOTIABLE" (AS SUCH TERM IS USED IN
SECTION 7-104 OF THE UCC AS IN EFFECT IN ANY RELEVANT JURISDICTION OR UNDER
OTHER RELEVANT LAW), OR (B) IF NEGOTIABLE, THE SECURITY INTEREST OF THE
COLLATERAL AGENT IN SUCH WAREHOUSE RECEIPT SHALL BE PERFECTED TO THE REASONABLE
SATISFACTION OF THE COLLATERAL AGENT IF THE VALUE OF INVENTORY HOUSED AT SUCH
WAREHOUSE IS GREATER THAN $1,000,000.
7.3
RIGHT TO INITIATE JUDICIAL PROCEEDINGS, ETC.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF AN UNMATURED EVENT OF DEFAULT OR AN EVENT OF
DEFAULT, THE COLLATERAL AGENT SHALL HAVE THE EXCLUSIVE RIGHT, OBLIGATION AND
POWER TO INSTITUTE AND MAINTAIN, AND IT SHALL
15
INSTITUTE AND MAINTAIN SUCH SUITS AND PROCEEDINGS AS DIRECTED BY THE INSTRUCTING
GROUP PURSUANT TO THIS AGREEMENT TO PROTECT AND ENFORCE THE RIGHTS VESTED IN IT
BY THIS AGREEMENT FOR THE BENEFIT OF THE SECURED PARTIES.
7.4
APPOINTMENT OF A RECEIVER.
AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, THE COLLATERAL AGENT MAY BE APPOINTED AS A
RECEIVER OF ANY OR ALL OF THE COLLATERAL IN A JUDICIAL PROCEEDING.
NOTWITHSTANDING THE APPOINTMENT OF A RECEIVER, THE COLLATERAL AGENT SHALL BE
ENTITLED TO RETAIN POSSESSION AND CONTROL OF ALL CASH HELD BY OR DEPOSITED WITH
IT OR ITS AGENTS OR CO-AGENTS PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR ANY
MORTGAGE.
7.5
FURTHER ACTIONS.
SUBJECT TO THE LAST SENTENCE OF SENTENCE 2.1(H),
EACH ASSIGNOR WILL, AT ITS OWN EXPENSE, MAKE, EXECUTE, ENDORSE, ACKNOWLEDGE,
FILE AND/OR DELIVER TO THE COLLATERAL AGENT FROM TIME TO TIME SUCH LISTS,
DESCRIPTIONS