AVAILABLE TO IT, (II) ALL THE RIGHTS AND REMEDIES OF A
SECURED PARTY ON DEFAULT UNDER THE UCC (WHETHER OR NOT THE UCC APPLIES TO THE
COLLATERAL), IN ALL RELEVANT JURISDICTIONS, AND (III) THE RIGHTS TO:
(I)
REQUIRE BORROWER TO, AND BORROWER HEREBY
AGREES THAT IT WILL AT ITS COST AND EXPENSE AND UPON REQUEST OF INVESTOR
FORTHWITH, ASSEMBLE ALL OR PART OF THE COLLATERAL AS DIRECTED BY INVESTOR AND
MAKE IT AVAILABLE TO INVESTOR AT A PLACE TO BE DESIGNATED BY INVESTOR THAT IS
REASONABLY CONVENIENT TO BOTH PARTIES;
(II)
PERSONALLY OR BY AGENTS OR ATTORNEYS,
IMMEDIATELY TAKE POSSESSION OF THE COLLATERAL OR ANY PART THEREOF, FROM BORROWER
OR ANY OTHER PERSON WHO HAS POSSESSION OF ANY PART THEREOF, WITH OR WITHOUT
NOTICE OR PROCESS OF LAW, AND FOR THAT PURPOSE MAY ENTER UPON BORROWER'S
PREMISES WHERE ANY OF THE COLLATERAL IS LOCATED AND REMOVE SAME;
(III)
FORECLOSE OR OTHERWISE ENFORCE INVESTOR'S
SECURITY INTEREST IN ANY MANNER PERMITTED BY LAW OR PROVIDED FOR IN THIS
AGREEMENT;
(IV)
WITHOUT NOTICE EXCEPT AS MAY BE REQUIRED BY
APPLICABLE LAW AND THAT CANNOT BE WAIVED, SELL THE COLLATERAL OR ANY PART
THEREOF IN ONE OR MORE PARCELS AT PUBLIC OR PRIVATE SALE, AT ANY PLACE OR PLACES
FOR CASH, ON CREDIT, OR FOR FUTURE DELIVERY, AND UPON SUCH OTHER TERMS AS
INVESTOR MAY DEEM COMMERCIALLY REASONABLE; AND
(V)
WITHOUT NOTICE, EXERCISE ANY RIGHT TO
SET-OFF OR OFFSET PROVIDED BY LAW.
(B)
UNTIL AN EVENT OF DEFAULT HAS OCCURRED AND
IS CONTINUING, BORROWER SHALL, SUBJECT TO THE PROVISIONS OF THE LOAN AGREEMENT
AND THE LOCKBOX AGREEMENT, CONTINUE TO COLLECT, AT ITS OWN COST AND EXPENSE, ALL
AMOUNTS DUE OR TO BECOME DUE BORROWER IN RESPECT OF THE COLLATERAL; IT BEING
UNDERSTOOD AND AGREED THAT ANY AND ALL SUCH COLLECTIONS SHALL BE HELD IN TRUST
FOR, AND BE FOR THE BENEFIT OF, INVESTOR.
IN CONNECTION WITH SUCH COLLECTIONS;
PROVIDED, NO EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, BORROWER
MAY, SUBJECT TO THE PROVISIONS OF THE LOAN AGREEMENT, TAKE SUCH ACTION AS
BORROWER REASONABLY MAY DEEM NECESSARY OR ADVISABLE TO ENFORCE COLLECTION OF THE
COLLATERAL.
AT ANY TIME AFTER AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, INVESTOR SHALL HAVE THE RIGHT TO NOTIFY THE ACCOUNT DEBTORS OR
OBLIGORS UNDER ANY COLLATERAL OF THE SECURITY INTEREST OF INVESTOR IN SUCH
COLLATERAL AND TO DIRECT SUCH ACCOUNT DEBTORS
Confidential materials omitted and filed separately with the Securities and
Exchange Commission.
Asterisks denote such omission.
16
OR OBLIGORS TO MAKE PAYMENT TO INVESTOR (OR ITS DESIGNEE) OF ANY AMOUNTS DUE OR
TO BECOME DUE THEREUNDER AND ENFORCE COLLECTION OF ANY OF THE COLLATERAL BY SUIT
OR OTHERWISE AND SURRENDER, RELEASE OR EXCHANGE ALL OR ANY PART THEREOF, OR
ADJUST, SETTLE OR COMPROMISE OR EXTEND OR RENEW FOR ANY PERIOD (WHETHER OR NOT
LONGER THAN THE ORIGINAL PERIOD) ANY INDEBTEDNESS THEREUNDER OR EVIDENCE
THEREBY.
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, UPON THE
REQUEST OF INVESTOR, BORROWER SHALL, AT ITS OWN