IS AGREED THAT
IF AN EVENT OF DEFAULT SHALL OCCUR AND BE CONTINUING, ANY AND ALL PROCEEDS OF
THE RELEVANT GRANTING PARTY'S COLLATERAL (AS DEFINED IN THE CREDIT AGREEMENT)
RECEIVED BY THE COLLATERAL AGENT (WHETHER FROM THE RELEVANT GRANTING PARTY OR
OTHERWISE) SHALL BE HELD BY THE COLLATERAL AGENT FOR THE BENEFIT OF THE SECURED
PARTIES AS COLLATERAL SECURITY FOR THE OBLIGATIONS OF THE RELEVANT GRANTING
PARTY (WHETHER MATURED OR UNMATURED), AND/OR THEN OR AT ANY TIME THEREAFTER MAY,
IN THE SOLE DISCRETION OF THE COLLATERAL AGENT, BE APPLIED BY THE COLLATERAL
AGENT AGAINST THE OBLIGATIONS OF THE RELEVANT GRANTING PARTY THEN DUE AND OWING
IN THE ORDER OF PRIORITY SET FORTH IN THE INTERCREDITOR AGREEMENT.
6.6
CODE AND OTHER REMEDIES.
IF AN EVENT OF
DEFAULT SHALL OCCUR AND BE CONTINUING, THE COLLATERAL AGENT, ON BEHALF OF THE
SECURED PARTIES, MAY EXERCISE, IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES
GRANTED TO THEM IN THIS AGREEMENT AND IN ANY OTHER INSTRUMENT OR AGREEMENT
SECURING, EVIDENCING OR RELATING TO THE OBLIGATIONS TO THE EXTENT PERMITTED BY
APPLICABLE LAW, ALL RIGHTS AND REMEDIES OF A SECURED PARTY UNDER THE CODE OR ANY
OTHER APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE COLLATERAL AGENT, WITHOUT DEMAND OF
PERFORMANCE OR OTHER DEMAND, PRESENTMENT, PROTEST, ADVERTISEMENT OR NOTICE OF
ANY KIND (EXCEPT ANY NOTICE REQUIRED BY LAW REFERRED TO BELOW) TO OR UPON ANY
GRANTING PARTY OR ANY OTHER PERSON (ALL AND EACH OF WHICH DEMANDS, DEFENSES,
ADVERTISEMENTS AND NOTICES ARE HEREBY WAIVED), MAY IN SUCH CIRCUMSTANCES,
FORTHWITH (SUBJECT TO THE TERMS OF ANY DOCUMENTATION GOVERNING ANY SPECIAL
PURPOSE FINANCING) COLLECT, RECEIVE, APPROPRIATE AND REALIZE UPON THE SECURITY
COLLATERAL, OR ANY PART THEREOF, AND/OR MAY FORTHWITH, SUBJECT TO ANY EXISTING
RESERVED RIGHTS OR LICENSES, SELL, LEASE, ASSIGN, GIVE OPTION OR OPTIONS TO
PURCHASE, OR OTHERWISE DISPOSE OF AND DELIVER THE SECURITY COLLATERAL OR ANY
PART THEREOF (OR CONTRACT TO DO ANY OF THE FOREGOING), IN ONE OR MORE PARCELS AT
PUBLIC OR PRIVATE SALE OR SALES, AT ANY EXCHANGE, BROKER'S BOARD OR OFFICE OF
THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY OR ELSEWHERE UPON SUCH TERMS AND
CONDITIONS AS IT MAY DEEM ADVISABLE AND AT SUCH PRICES AS IT MAY DEEM BEST, FOR
CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT RISK.
THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY SHALL HAVE THE RIGHT, TO THE
EXTENT PERMITTED BY LAW, UPON ANY SUCH SALE OR SALES, TO PURCHASE THE WHOLE OR
ANY PART OF THE SECURITY COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF
REDEMPTION IN SUCH GRANTING PARTY, WHICH RIGHT OR EQUITY IS HEREBY WAIVED AND
RELEASED.
EACH GRANTING PARTY FURTHER AGREES, AT THE COLLATERAL AGENT'S REQUEST
(SUBJECT TO THE TERMS OF ANY DOCUMENTATION GOVERNING ANY SPECIAL PURPOSE
FINANCING), TO ASSEMBLE THE SECURITY COLLATERAL AND MAKE IT AVAILABLE TO THE
COLLATERAL AGENT AT PLACES WHICH THE COLLATERAL AGENT SHALL REASONABLY SELECT,
WHETHER AT SUCH GRANTING PARTY'S PREMISES