WRITING BY THE COLLATERAL AGENT.
Section 19. Remedies.
If any Event of Default shall have occurred and be
continuing:
(A) THE COLLATERAL AGENT UPON WRITTEN INSTRUCTIONS OF THE REQUIRED LENDER
REPRESENTATIVES (AS DEFINED IN THE COLLATERAL AGENCY AGREEMENT) 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 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 PRIVATE SALE FROM TIME TO TIME BY
ANNOUNCEMENT AT THE TIME AND PLACE FIXED THEREFOR, AND SUCH SALE MAY, WITHOUT
FURTHER NOTICE, BE MADE AT THE TIME AND PLACE TO WHICH IT WAS SO ADJOURNED.
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(B) ANY CASH HELD BY OR ON BEHALF OF THE COLLATERAL AGENT AND ALL CASH PROCEEDS
RECEIVED BY OR