DUTIES. THE POWERS CONFERRED ON AGENT HEREUNDER ARE SOLELY
TO PROTECT AGENT'S INTEREST IN THE COLLATERAL, FOR THE BENEFIT OF THE LENDER
GROUP, AND SHALL NOT IMPOSE ANY DUTY UPON AGENT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE CUSTODY OF ANY COLLATERAL IN ITS ACTUAL POSSESSION AND THE
ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT HEREUNDER, AGENT SHALL HAVE NO
DUTY AS TO ANY COLLATERAL OR AS TO THE TAKING OF ANY NECESSARY STEPS TO PRESERVE
RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY COLLATERAL.
AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND
PRESERVATION OF ANY COLLATERAL IN ITS ACTUAL POSSESSION IF SUCH COLLATERAL IS
ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH AGENT ACCORDS ITS OWN
PROPERTY.
13.
COLLECTION OF ACCOUNTS, GENERAL INTANGIBLES AND NEGOTIABLE
COLLATERAL; CONTROL AGREEMENTS. AT ANY TIME UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, AGENT OR AGENT'S DESIGNEE MAY (A) NOTIFY
ACCOUNT DEBTORS OF ANY GRANTOR THAT THE ACCOUNTS, GENERAL INTANGIBLES, CHATTEL
PAPER OR NEGOTIABLE COLLATERAL HAVE BEEN ASSIGNED TO AGENT, FOR THE BENEFIT OF
THE LENDER GROUP, OR THAT AGENT HAS A SECURITY INTEREST THEREIN, AND (B) COLLECT
THE ACCOUNTS, GENERAL INTANGIBLES AND NEGOTIABLE COLLATERAL DIRECTLY, AND ANY
COLLECTION COSTS AND EXPENSES SHALL CONSTITUTE PART OF SUCH GRANTOR'S SECURED
OBLIGATIONS UNDER THE LOAN DOCUMENTS. WITH RESPECT TO EACH CONTROL AGREEMENT
DELIVERED PURSUANT TO SECTION 6(C), AT ANY TIME UPON THE OCCURRENCE AND DURING
THE CONTINUATION OF AN EVENT OF DEFAULT, AGENT SHALL BE ENTITLED TO GIVE ANY
BANK OR SECURITIES INTERMEDIARY HOLDING THE RELEVANT DEPOSIT OR SECURITIES
ACCOUNT INSTRUCTIONS AS TO THE WITHDRAWAL OR DISPOSITION OF FUNDS OR ASSETS HELD
THEREIN, ALL WITHOUT FURTHER CONSENT OF ANY GRANTOR; PROVIDED THAT AGENT AGREES
IT SHALL NOT GIVE ANY BANK OR SECURITIES INTERMEDIARY SUCH INSTRUCTIONS UNLESS
AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
14.
DISPOSITION OF PLEDGED INTERESTS BY AGENT. NONE OF THE PLEDGED
INTERESTS EXISTING AS OF THE DATE OF THIS AGREEMENT ARE, AND NONE OF THE PLEDGED
INTERESTS HEREAFTER ACQUIRED ON THE DATE OF ACQUISITION THEREOF WILL BE,
REGISTERED OR QUALIFIED UNDER THE VARIOUS FEDERAL OR STATE SECURITIES LAWS OF
THE UNITED STATES AND DISPOSITION THEREOF AFTER AN EVENT OF DEFAULT MAY BE
RESTRICTED TO ONE OR MORE PRIVATE (INSTEAD OF PUBLIC) SALES IN VIEW OF THE LACK
OF SUCH REGISTRATION. EACH GRANTOR UNDERSTANDS THAT IN CONNECTION WITH SUCH
DISPOSITION, AGENT MAY APPROACH ONLY A RESTRICTED NUMBER OF POTENTIAL PURCHASERS
AND FURTHER UNDERSTANDS THAT A SALE UNDER SUCH CIRCUMSTANCES MAY YIELD A LOWER
PRICE FOR THE PLEDGED INTERESTS THAN IF THE PLEDGED INTERESTS WERE REGISTERED
AND QUALIFIED PURSUANT TO FEDERAL AND STATE SECURITIES LAWS AND SOLD ON THE OPEN
MARKET. EACH GRANTOR, THEREFORE, AGREES THAT:
(A) IF AGENT SHALL, PURSUANT TO
THE TERMS OF THIS AGREEMENT, SELL OR CAUSE THE PLEDGED INTERESTS OR ANY PORTION
THEREOF TO BE SOLD AT A PRIVATE SALE, AGENT SHALL HAVE THE RIGHT TO RELY UPON
THE ADVICE AND OPINION OF ANY NATIONALLY