SHALL NOT
IMPOSE ANY DUTY UPON IT TO EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE
CUSTODY OF ANY COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS
ACTUALLY RECEIVED BY IT HEREUNDER, THE COLLATERAL AGENT SHALL HAVE NO DUTY AS TO
ANY COLLATERAL, AS TO ASCERTAINING OR TAKING ACTION WITH RESPECT TO CALLS,
CONVERSIONS,
14
EXCHANGES, MATURITIES, TENDERS OR OTHER MATTERS RELATIVE TO ANY COLLATERAL,
WHETHER OR NOT ANY SECURED PARTY HAS OR IS DEEMED TO HAVE KNOWLEDGE OF SUCH
MATTERS, OR AS TO THE TAKING OF ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST
ANY PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY COLLATERAL.
THE COLLATERAL
AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE CUSTODY AND
PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL IS ACCORDED
TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH IT ACCORDS ITS OWN PROPERTY.
(B)
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, THE
COLLATERAL AGENT MAY FROM TIME TO TIME, WHEN THE COLLATERAL AGENT DEEMS IT TO BE
NECESSARY, APPOINT ONE OR MORE SUBAGENTS (EACH A "SUBAGENT") FOR THE COLLATERAL
AGENT HEREUNDER WITH RESPECT TO ALL OR ANY PART OF THE COLLATERAL.
IN THE EVENT
THAT THE COLLATERAL AGENT SO APPOINTS ANY SUBAGENT WITH RESPECT TO ANY
COLLATERAL, (I) THE ASSIGNMENT AND PLEDGE OF SUCH COLLATERAL AND THE SECURITY
INTEREST GRANTED IN SUCH COLLATERAL BY EACH GRANTOR HEREUNDER SHALL BE DEEMED
FOR PURPOSES OF THIS SECURITY AGREEMENT TO HAVE BEEN MADE TO SUCH SUBAGENT, IN
ADDITION TO THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, AS
SECURITY FOR THE SECURED OBLIGATIONS OF SUCH GRANTOR, (II) SUCH SUBAGENT SHALL
AUTOMATICALLY BE VESTED, IN ADDITION TO THE COLLATERAL AGENT, WITH ALL RIGHTS,
POWERS, PRIVILEGES, INTERESTS AND REMEDIES OF THE COLLATERAL AGENT HEREUNDER
WITH RESPECT TO SUCH COLLATERAL, AND (III) THE TERM "COLLATERAL AGENT," WHEN
USED HEREIN IN RELATION TO ANY RIGHTS, POWERS, PRIVILEGES, INTERESTS AND
REMEDIES OF THE COLLATERAL AGENT WITH RESPECT TO SUCH COLLATERAL, SHALL INCLUDE
SUCH SUBAGENT; PROVIDED, HOWEVER, THAT NO SUCH SUBAGENT SHALL BE AUTHORIZED TO
TAKE ANY ACTION WITH RESPECT TO ANY SUCH COLLATERAL UNLESS AND EXCEPT TO THE
EXTENT EXPRESSLY AUTHORIZED IN WRITING BY THE COLLATERAL AGENT.
SECTION 18.
REMEDIES.
The Collateral Agent may:
If any Event of Default shall have occurred and be continuing:
(A)
THE COLLATERAL AGENT 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