Common use of Possession of Collateral Clause in Contracts

Possession of Collateral. (a) If an Event of Default shall occur and be continuing and upon direction from the Trustee: (i) the Collateral Trustee may personally or by agents or attorneys, immediately take possession of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligation. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. (a) If an After the occurrence and during the continuance of any Event of Default shall occur and be continuing and upon direction from the Trustee: (i) the Collateral Trustee may Default, Lender may, personally or by agents agents, representatives or attorneys, immediately take possession of all or any part of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereofAccount Records), from a Grantor Borrower or any other Person who then has possession of any part thereof, thereof with or without notice or judicial process process, and for that purpose in order to take possession may enter upon such Grantor's Borrower’s premises where all or any part of the Collateral is located and remove the same and, the such Collateral Trustee and may use in connection with such removal, removal any and all services, supplies, aids supplies and other facilities of Borrower or may, without being responsible for loss or damage (unless arising out of the gross negligence or willful misconduct of Lender or any of its agents, representatives or attorneys), hold, store, keep idle, use, operate or otherwise use or permit the use of the same or any part thereof for such Grantor; andtime as Lender may deem to be commercially reasonable. (iib) upon five (5) Business Days Upon notice to each GrantorBorrower served at any time after the occurrence of any Event of Default, such Grantor shall, Borrower at its own expense, expense shall assemble all or any part of the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) Collateral as determined by Lender and make it available to the Collateral Trustee Lender at any place or places location designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhereLender. Each Grantor Borrower shall, at its sole expense, store and keep any Collateral so assembled at such place or places location pending further action by the Collateral Trustee Lender and while the Collateral shall be so stored and kept, provide such security guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good conditionsuch Collateral. Such Grantor's Borrower’s obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee Lender shall be entitled to a decree requiring specific performance by such Grantor of said obligationBorrower to so assemble. (bc) When At any time Collateral is in Lender’s possession, Borrower, jointly and severally, shall pay, or promptly reimburse Lender on demand for, all reasonable costs and expenses (including the Collateral Trustee's possession cost of any insurance and payment of taxes or other charges) incurred in the risk custody, preservation, use or operation of accidental loss or damage the Collateral, and the obligation to reimburse all such costs and expenses shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantorssecured hereby.

Possession of Collateral. (a) If an Event of Default shall occur and be continuing The Collateral Agent may, and upon direction from the Trustee: (i) request of the Collateral Trustee may personally or by agents or attorneysRequired Secured Parties shall, immediately take immediate possession of the Collateral and all Proceeds relating to such Collateral and: (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accountsa) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, exercise any and all services, supplies, aids rights and other facilities remedies of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Company in respect of the Collateral, including(b) require the Company, without limitationat the Company's expense, to assemble the originals of all Receivables Records (or from time to time any portion thereof) Collateral and make it available to the Collateral Trustee Agent at the Company's Norwood, Massachusetts-area facilities, (c) enter any place of the premises of the Company or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep wherever any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored located and kept, provide such guards to keep and maintenance services as shall be necessary to protect store the same and to preserve and maintain on such premises until sold. If the Collateral in good condition. Such Grantor's obligation so to assemble and deliver premises on which the Collateral is located is owned or leased by the Company, then the Company shall not charge the Collateral Agent for storage of such Collateral on such premises, occupy any premises owned or leased by Company where the Collateral or any part thereof is assembled for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Company in respect of such occupation and Collateral Agent may exclude Company, its agents, employees and servants therefrom, and having and holding the same may use, operate, manage and conduct the business of Company and do any acts which it deems necessary or desirable to preserve the value and marketability of the essence Collateral, or any part thereof or interest therein, all without prior notice to Company, except as specifically provided below with respect to a formal public or private sale (including, without limitation, the right to fill and ship in accordance with then existing purchase orders, the right to solicit orders; and to do all such things and acts as Collateral Agent deems reasonably necessary or desirable in order to maximize the value of the Collateral) and upon every such entry, Collateral Agent, at the expense of Company, shall have the right to manage and operate and carry on the business thereof and exercise all rights and powers of Company with respect thereto in the name of Company or otherwise as is reasonably deemed appropriate, after deducting the expenses of conducting the business thereof and of all maintenance, repairs, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior insurance or other proper charges upon the Collateral, Company's business or any part thereof, as well as just and reasonable compensation for its services and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, shall apply the moneys arising as aforesaid pursuant to the provisions of this Agreement and(except as required by applicable law, accordingly, nothing contained herein shall be construed to impose upon application Collateral Agent any obligation to a court of equity having jurisdiction, preserve or protect the Collateral Trustee shall be entitled or Company's business following the occurrence of an Event of Default). Collateral Agent may demand that Company deliver to a decree requiring specific performance by such Grantor Collateral Agent all of said obligationCompany's books and records in respect of the Collateral. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. Subject to the proviso in Section 7.14.1, upon taking of possession pursuant hereto and at the written request of Administrative Agent, Collateral Agent or a representative designated by Collateral Agent may, from time to time, at the expense of Lessee, make all such expenditures for maintenance, insurance, repairs, replacements and alterations to any of Lessor Collateral, as it may deem appropriate and commercially reasonable. In such case, Collateral Agent or a representative of Collateral Agent shall have the right (abut not the obligation) If an Event to maintain, use, operate, store, lease, control or manage Lessor Collateral and to carry on the business and to exercise all rights and powers of Default Lessor relating to Lessor Collateral, as Administrative Agent shall occur deem best, including the right to enter into any and be continuing and upon direction from all such agreements with respect to the Trustee: (i) the maintenance, use, operation, storage, leasing, control, management or disposition of Lessor Collateral Trustee may personally or by agents or attorneys, immediately take possession of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process thereof as Administrative Agent may determine; and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee Agent shall be entitled to a decree requiring specific performance by such Grantor collect and receive directly all tolls, rents (including Lease Payments and Supplemental Payments), revenues, issues, income, products and profits of said obligation. Lessor Collateral and every part thereof, without prejudice, however, to the right of Secured Parties or Collateral Agent under any provision of this Agreement to collect and receive all cash held by, or required to be deposited with, Lessor hereunder. Such tolls, rents (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage including Lease Payments and Supplemental Payments), revenues, issues, income, products and profits shall be on applied to pay the Grantors expenses of the use, operation, storage, leasing, control, management or disposition of Lessor Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which Collateral Agent may be required or may elect to make, if any, for Taxes, assessments, insurance or other proper charges upon Lessor Collateral or any part thereof (including the extent employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Lessor or Lessee), and all other payments which Collateral Agent may be required or authorized to make under any deficiency in any effective insurance coverage maintained provision of this Agreement, as well as just and reasonable compensation for the services of Collateral Agent, and of all Persons properly engaged and employed by the GrantorsCollateral Agent.

Possession of Collateral. (a) If an Event of Default shall occur and be continuing and upon direction from the Trustee:continuing, (ia) the Collateral Trustee may Administrative Agent may, personally or by agents or attorneys, immediately take retake possession of the Collateral (including taking possession of the originals of all or any Receivables, Receivables or Receivables Records and exercising exclusive Control of the Deposit AccountsRecords) or any part thereof, from a Grantor any of the Grantors or any other Person who then has possession of any part thereof, thereof with or without notice or judicial process process, and for that purpose may enter upon such Grantor's any of the Grantors' premises where any of the Collateral is located and remove the same and, the Collateral Trustee and may use in connection with such removal, removal any and all services, supplies, aids and other facilities of such GrantorGrantors; and (iib) upon five (5) Business Days days' notice to each a Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee Administrative Agent at any place or places designated by the Collateral Trustee Administrative Agent which is reasonably convenient to both parties, whether at such Grantor's or the Collateral TrusteeAdministrative Agent's premises or elsewhere. Each Grantor shallSuch Grantor, shall at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee Administrative Agent and while the Collateral shall be so stored and kept, shall provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligation. (bc) When Collateral is in the Collateral TrusteeAdministrative Agent's possession possession, (i) each Grantor shall pay (or reimburse the Administrative Agent on demand for) all reasonable expenses (including the cost of any insurance and payment of taxes or other charges) incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such expenses shall be secured hereby and (ii) the risk of accidental loss or damage shall be on the Grantors such Grantor to the extent of any deficiency in any effective insurance coverage maintained by the Grantorscoverage.

Possession of Collateral. Except as provided in this Section 4.6, without first obtaining the written consent of the Trustee, the Company will not (a) If assign or transfer its rights hereunder, (b) transfer the Collateral or any part thereof or (c) part with the possession of, or suffer or allow to pass out of its possession and control, any of the Collateral. An assignment or transfer to any Person which shall acquire all or substantially all the property of the Company (by merger, consolidation or otherwise) and which, by execution of an appropriate instrument satisfactory to the Trustee, shall assume and agree to perform each and all the obligations and covenants of the Company hereunder shall not be deemed a breach of this covenant, and such assignment, transfer or assumption shall have the effect of releasing the Company from its obligations hereunder. The appointment of a receiver or receivers in equity or reorganization or a trustee or trustees in bankruptcy or reorganization for the Company or for its property shall not be deemed an unauthorized assignment if, prior to any action by the Trustee to exercise the remedies herein provided, such receiver or receivers or trustee or trustees shall, pursuant to court order or decree, in writing duly assume and agree to pay or perform each and all of the obligations and covenants of the Company hereunder, in such manner that such obligations shall have the same status as obligations incurred by such receiver or receivers or trustee or trustees. Notwithstanding the foregoing, so long as the Company shall not be in Default, the Company and any of its Affiliates shall be entitled to the possession and use of the Collateral in accordance with the terms hereof, and the Company or such Affiliates may also (a) furnish the Collateral or any part thereof to railroad companies for use upon the lines of railroad owned or operated by them or over which they have trackage rights and upon connecting and other railroads in the usual interchange of traffic, or to other than railroad companies for use in their business, and (b) lease or contract to others located in the United States, Canada and Mexico, all or any part of the Collateral, but only, in either case, upon and subject to all the terms and conditions of this Agreement. Any such lease or contract may provide that the party acquiring the use of Units of the Collateral, so long as it shall not be in default under such lease or contract, shall be entitled, subject to the rights of the Trustee hereunder, to the possession of such Units and the use thereof and may provide for lettering or marking upon such Equipment for convenience of identification of the leasehold interest of such sublessee therein. Every such lease or contract shall contain provisions which have the effect of subjecting the rights of the party acquiring the use of Units of the Collateral under such lease or contract to the rights and remedies of the Trustee in respect of such Units. The Trustee shall have the right to declare an Event of Default shall occur and be continuing and upon direction from the Trustee: (i) the Collateral Trustee may personally hereunder in case of any unauthorized assignment or by agents or attorneys, immediately take possession transfer of the Collateral (including taking possession of the originals of all Company's rights hereunder or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession in case of any part thereof, with unauthorized transfer or without notice or judicial process and for that purpose may enter upon such Grantor's premises where lease of any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligation. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. (a) If an Event of Default The Lender may forthwith ------------------------ give written notice to the Borrower, whereupon the Borrower shall, at its expense, promptly deliver any or all Collateral to such place as the Lender may designate, or the Lender shall occur and be continuing and upon direction from have the Trustee: (i) the Collateral Trustee may personally or by agents or attorneys, immediately take possession of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may right to enter upon such Grantor's premises the Property where any of the Collateral is located and take immediate possession of and remove the same andCollateral as permitted by the UCC without liability to the Lender except such as is occasioned by the gross negligence of the Lender, its employees or agents. In the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities event the Lender obtains possession of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, includingin accordance with the UCC, and without limitationlimiting the scope of Lender's rights, thereunder the originals Lender may sell any or all of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place public or places designated by private sale, at such price or prices as the Lender may deem best, either for cash, on credit, or for future delivery, in bulk or in parcels and/or lease or retain the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's repossessed using it or the Collateral Trustee's premises keeping it idle. Notice of any sale or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while other disposition of the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary given to protect the same and to preserve and maintain Borrower at least three (3) days before the Collateral in good condition. Such Grantor's obligation so to assemble and deliver time of any intended sale or disposition of the Collateral is to be made, which the Borrower hereby agrees shall be reasonable notice of such sale or other disposition. The Lender may also elect to retain the Collateral or any part thereof in satisfaction of the essence Obligation or any future obligations upon notice of this Agreement andsuch proposed election to Borrower and to any other party as may be required by the UCC. The proceeds, accordinglyif any, upon application of any such sale or leasing by the Lender shall be applied: First to a court the payment of equity having jurisdiction, all fees and expenses including without limitation any legal fees and expenses incurred in repossessing the Collateral Trustee shall be entitled and selling and/or leasing it; Second to a decree requiring specific performance by such Grantor of said obligation. (b) When Collateral is in pay the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors Default Amount to the extent of any deficiency in any effective insurance coverage maintained not previously paid by the GrantorsBorrower; and Third, to pay any excess remaining thereafter to the Borrower.

Possession of Collateral. (a) If an Event of Default shall occur and be continuing continuing, and upon direction from the Trustee: subject to mandatory provisions of applicable law, (i) the Collateral Trustee may Agent may, personally or by agents or attorneys, immediately take possession of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor any one or more Companies or any other Person who then has possession of any part thereof, thereof with or without notice or judicial process process, and for that purpose may enter upon such Grantorany Company's premises where any of the Collateral is located and remove the same and, the Collateral Trustee and may use in connection with such removal, removal any and all services, supplies, aids and other facilities of such Grantor; and each Company and (ii) upon five (5) Business Days 15 days' notice to each Grantorany Company, such Grantor Company shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records Collateral (or from time to time any portion thereof) and make it available to the Collateral Trustee Agent at any place or places designated by the Collateral Trustee which is reasonably convenient to both partiesAgent, whether at such GrantorCompany's or the Collateral TrusteeAgent's premises or elsewhere. Each Grantor Company shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee Agent and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such GrantorEach Company's obligation so to assemble and deliver the Collateral is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee Agent shall be entitled to a decree requiring specific performance by such Grantor any Company of said obligation. (b) When Collateral is in the Collateral TrusteeAgent's possession possession, (i) each Company shall pay (or reimburse the Collateral Agent on demand for) all out-of-pocket expenses (including the cost of any insurance and payment of taxes or other charges) reasonably incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such expenses shall be secured hereby and (ii) the risk of accidental loss or damage to the Collateral shall be on the Grantors Companies to the extent of any deficiency in any effective insurance coverage maintained by the Grantorscoverage.

Possession of Collateral. (a) If an Event of Default shall occur and be continuing continuing, and upon direction from the Trustee: subject to mandatory provisions of applicable law, (i) the Collateral Trustee may Agent may, personally or by agents or attorneys, immediately take possession of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor the Company or any other Person who then has possession of any part thereof, thereof with or without notice or judicial process process, and for that purpose may enter upon such Grantorthe Company's premises where any of the Collateral is located and remove the same and, the Collateral Trustee and may use in connection with such removal, removal any and all services, supplies, aids and other facilities of such Grantor; and the Company and (ii) upon five (5) Business Days 15 days' notice to each Grantorthe Company, such Grantor the Company shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records Collateral (or from time to time any portion thereof) and make it available to the Collateral Trustee Agent at any place or places designated by the Collateral Trustee which is reasonably convenient to both partiesAgent, whether at such Grantorthe Company's or the Collateral TrusteeAgent's premises or elsewhere. Each Grantor The Company shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee Agent and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such GrantorThe Company's obligation so to assemble and deliver the Collateral is of the essence of this Security Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee Agent shall be entitled to a decree requiring specific performance by such Grantor the Company of said obligation. (b) When Collateral is in the Collateral TrusteeAgent's possession possession, (i) the Company shall pay (or reimburse the Collateral Agent on demand for) all out-of-pocket expenses (including the cost of any insurance and payment of taxes or other charges) reasonably incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such expenses shall be secured hereby and (ii) the risk of accidental loss or damage to the Collateral shall be on the Grantors Company to the extent of any deficiency in any effective insurance coverage maintained by the Grantorscoverage.

Possession of Collateral. After the occurrence and during the continuance of any Event of Default, the Bank may take possession of the Collateral as follows: (a) If an Event Bank may require Borrower to deliver to Bank all or any portion of Default shall occur the Collateral and any documents relating to the Collateral. The Bank may require Borrower to assemble the Collateral and make it available to the Bank at a place to be continuing and upon direction from designated by the Trustee:Bank. (ib) the Collateral Trustee may Bank may, personally or by agents agents, representatives or attorneys, immediately take possession of all or any part of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of records pertaining to the Deposit Accounts) or any part thereofCollateral), from a Grantor Borrower or any other Person person who then has possession of any part thereof, thereof with or without notice or judicial process process, and for that purpose in order to take possession may enter upon such Grantor's any premises of Borrower where all or any part of the Collateral is located and remove the same andsuch Collateral provided no breach of peace is committed, the Collateral Trustee and may use in connection with such removal, removal any and all services, supplies, aids supplies and other facilities of the Borrower or may, without being responsible for loss or damage (other than loss or damage caused by the gross negligence or willful misconduct of the Bank or its agents) hold, store, keep idle, use, operate or otherwise use or permit the use of the same or any part thereof for such Grantor; andtime as the Bank may deem to be commercially reasonable. (c) Notwithstanding any provision in this Agreement to the contrary, the immediately preceding paragraphs (a) and (b) shall not apply with respect to an item of Collateral during any period of time (identified and commenced by written notice from Borrower to the Bank) when (i) it is necessary to place such Collateral in service pursuant to a contract between Borrower (or any Subsidiary of the Guarantor) and the United States Government or other governmental entity or subdivision thereof (the necessity of which shall be verified to the Bank’s reasonable satisfaction by Borrower or such other person reasonably required by the Bank without disclosing classified information) or (ii) upon five when such actions are prohibited by applicable laws and regulations, provided that within ten (510) Business Days notice to each Grantordays after the commencement of any such period of time, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available Borrower pledges to the Collateral Trustee at any place Bank cash, Cash Equivalents, or places designated a letter of credit issued by a financial institution other than the Collateral Trustee which Bank that is reasonably convenient satisfactory to both parties, whether at the Bank equal to the fair market value of such Grantor's or Collateral as additional security for the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligationObligations. (bd) When At any time Collateral is in the Collateral Trustee's possession Bank’s possession, the risk Borrower shall pay, or promptly reimburse the Bank on demand for, all reasonable costs and expenses (including the cost of accidental loss any insurance and payment of taxes or damage other charges) incurred in the custody, preservation, use or operation of the Collateral, and the obligation to reimburse all such costs and expenses shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantorssecured hereby.

Possession of Collateral. (a) If an Event Subject to the proviso in Section 6.2.1, upon taking of Default shall occur possession pursuant hereto and be continuing and upon direction from at the Trustee: (i) the Collateral Trustee may personally or by agents or attorneys, immediately take possession written request of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same andAdministrative Agent, the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (Agent or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places a representative designated by the Collateral Trustee which is reasonably convenient Agent may, from time to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shalltime, at its sole expensethe expense of Borrower, store make all such expenditures for maintenance, insurance, repairs, replacements and keep alterations to any Collateral so assembled at of Lessor Collateral, as it may deem appropriate and commercially reasonable. In such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdictioncase, the Collateral Trustee Agent or a representative of the Collateral Agent shall have the right (but not the obligation) to maintain, use, operate, store, lease, control or manage Lessor Collateral and to carry on the business and to exercise all rights and powers of Borrower relating to Lessor Collateral, as the Administrative Agent shall deem best, including the right to enter into any and all such agreements with respect to the maintenance, use, operation, storage, leasing, control, management or disposition of Lessor Collateral or any part thereof as the Administrative Agent may determine; and the Collateral Agent shall be entitled to a decree requiring specific performance by such Grantor collect and receive directly all tolls, rents (including Lease Payments, Availability Fees and Supplemental Payments), revenues, issues, income, products and profits of said obligation. (b) When Lessor Collateral is in and every part thereof, without prejudice, however, to the right of Lenders or the Collateral Trustee's possession the risk Agent under any provision of accidental loss this Agreement to collect and receive all cash held by, or damage required to be deposited with, Borrower hereunder. Such tolls, rents (including Lease Payments, Availability Fees and Supplemental Payments), revenues, issues, income, products and profits shall be on applied to pay the Grantors expenses of the use, operation, storage, leasing, control, management or disposition of Lessor Collateral and of conducting the business thereof, and of all maintenance, repairs, replacements, alterations, additions and improvements, and to make all payments which the extent Collateral Agent may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon Lessor Collateral or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of Borrower or Lessee), and all other payments which the Collateral Agent may be required or authorized to make under any deficiency in any effective insurance coverage maintained provision of this Agreement, as well as just and reasonable compensation for the services of the Collateral Agent, and of all Persons properly engaged and employed by the GrantorsCollateral Agent.

Possession of Collateral. (a) If an Event Concurrently with the execution of Default this Agreement, Guarantor has delivered to Pledge Holder the Collateral, duly endorsed in blank or with signed stock powers attached, representing the Collateral. Guarantor shall occur similarly deliver to Pledge Holder any and be continuing all certificates and upon direction from the Trustee: (i) the Collateral Trustee other documents of title representing any and all dividends, stock rights, warrants, rights to subscribe, options or liquidating dividends or other property which Guarantor is or may personally or by agents or attorneys, immediately take possession become entitled to on account of ownership of the Collateral (including taking possession and/or the Shares. Pledge Holder hereby acknowledges receipt of the originals certificate representing the Collateral and agrees to hold and dispose of all or any Receivables or Receivables Records such Collateral and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession documents of any part thereof, title delivered to Pledge Holder hereunder and to otherwise perform under this Agreement in accordance with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any the provisions of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities of such Grantor; andthis Agreement. (iib) upon five (5) Business Days notice to each Grantor, such Grantor Guarantor shall, at its own expensecontemporaneously with the execution of this Pledge Agreement, assemble and upon the Collateralrequest from Pledge Holder from time to time thereafter, execute all such instruments, documents and papers, and do such further acts as Pledge Holder may request from time to time to carry into effect the provisions and intent of this Pledge Agreement, including, without limitation, the originals execution of the conversion of the Partnership Units to the Shares, stock assignments or powers in blank with respect to the Shares. Guarantor will do all Receivables Records such other acts as Pledge Holder may request with respect to the perfection and protection of the security interest granted herein and the assignment granted hereby. Moreover, Guarantor shall deliver to Pledge Holder, if and when received by Guarantor, any item representing or constituting any of the Shares (or from time to time any portion thereofstock certificates evidencing same) and make it available to proceeds from the Collateral Trustee at or of such Shares, including, without limitation, all cash dividends, distributions, sale proceeds, promissory notes, and all stock certificates whether now existing or hereafter received, as a result of any place dividend, stock spilt, redemption or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is repurchase of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligationShares or other transactions. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. (a) If an Event of Default shall occur and be continuing The Collateral Agent may, and upon direction from the Trustee: (i) request of the Collateral Trustee may personally or by agents or attorneysRequired Secured Parties shall, immediately take immediate possession of the Collateral and all Proceeds relating to such Collateral and: (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accountsa) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, exercise any and all services, supplies, aids rights and other facilities remedies of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Company in respect of the Collateral, including(b) require the Company, without limitationat the Company's expense, to assemble the originals of all Receivables Records (or from time to time any portion thereof) Collateral and make it available to the Collateral Trustee Agent at the Company’s Norwood, Massachusetts-area facilities, (c) enter any place of the premises of the Company or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep wherever any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored located and kept, provide such guards to keep and maintenance services as shall be necessary to protect store the same and to preserve and maintain on such premises until sold. If the Collateral in good condition. Such Grantor's obligation so to assemble and deliver premises on which the Collateral is located is owned or leased by the Company, then the Company shall not charge the Collateral Agent for storage of such Collateral on such premises, occupy any premises owned or leased by Company where the Collateral or any part thereof is assembled for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Company in respect of such occupation and Collateral Agent may exclude Company, its agents, employees and servants therefrom, and having and holding the same may use, operate, manage and conduct the business of Company and do any acts which it deems necessary or desirable to preserve the value and marketability of the essence Collateral, or any part thereof or interest therein, all without prior notice to Company, except as specifically provided below with respect to a formal public or private sale (including, without limitation, the right to fill and ship in accordance with then existing purchase orders, the right to solicit orders; and to do all such things and acts as Collateral Agent deems reasonably necessary or desirable in order to maximize the value of the Collateral) and upon every such entry, Collateral Agent, at the expense of Company, shall have the right to manage and operate and carry on the business thereof and exercise all rights and powers of Company with respect thereto in the name of Company or otherwise as is reasonably deemed appropriate, after deducting the expenses of conducting the business thereof and of all maintenance, repairs, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior insurance or other proper charges upon the Collateral, Company's business or any part thereof, as well as just and reasonable compensation for its services and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, shall apply the moneys arising as aforesaid pursuant to the provisions of this Agreement and(except as required by applicable law, accordingly, nothing contained herein shall be construed to impose upon application Collateral Agent any obligation to a court of equity having jurisdiction, preserve or protect the Collateral Trustee shall be entitled or Company's business following the occurrence of an Event of Default). Collateral Agent may demand that Company deliver to a decree requiring specific performance by such Grantor Collateral Agent all of said obligationCompany's books and records in respect of the Collateral. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. (a) If At any time after the occurrence of a Default or an Event of Default Default, Lender may require each Borrower to assemble the Collateral and make the Collateral available to Lender at a place designated by Lender which is reasonably convenient to Lender and such Borrower. If Lender requires any Borrower to assemble the Collateral and make the Collateral available to Lender, as described in the preceding sentence, such Borrower shall occur do so promptly, and in any event within three days after Lender gives such Borrower a notice requesting such Borrower to assemble the Collateral and make the Collateral available to Lender at the place designated by Lender. Without limiting Lender's right to designate any place which is reasonably convenient to Borrowers for making Collateral available to Lender, each Borrower agrees that any place designated by Lender and located within 100 miles of any place where such Borrower stores, uses, sells, leases, licenses, or maintains Collateral in the ordinary course of such Borrower's business shall be continuing and upon direction from conclusively deemed to be a place reasonably convenient to such Borrower for making the Trustee:Collateral available to Lender. (ib) At any time after the Collateral Trustee may personally occurrence of a Default or by agents an Event of Default, Lender may, pursuant to judicial process, or attorneyswithout judicial process if Lender proceeds without breach of peace, immediately (1) take possession of the Collateral and, (including taking possession 2) without removal, render Equipment unusable and dispose of the originals of all or Collateral on any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such GrantorBorrower's premises where any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection accordance with such removal, any and all services, supplies, aids and other facilities of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligationSection 6.07. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. Except as provided in this Section 3.06, without first obtaining the written consent of the Trustee, the Company will not (a) If assign or transfer its rights hereunder, (b) transfer the Collateral or any part thereof or (c) part with the possession of, or suffer or allow to pass out of its possession and control, any of the Collateral. An assignment or transfer to any corporation which shall acquire all or substantially all the property of the Company (by merger, consolidation or otherwise) and which, by execution of an appropriate instrument satisfactory to the Trustee, shall assume and agree to perform each and all the obligations and covenants of the Company hereunder shall not be deemed a breach of this covenant and such assignment, transfer or assumption shall have the effect of releasing the Company from its obligations hereunder. The appointment of a receiver or receivers in equity or reorganization or a trustee or trustees in bankruptcy or reorganization for the Company or for its property shall not be deemed an unauthorized assignment if, prior to any action by the Trustee to exercise the remedies herein provided, such receiver or receivers or trustee or trustees shall, pursuant to court order or decree, in writing duly assume and agree to pay or perform each and all of the obligations and covenants of the Company hereunder, in such manner that such obligations shall have the same status as obligations incurred by such receiver or receivers or trustee or trustees. Notwithstanding the foregoing, so long as the Company shall not be in Default, the Company and any of its Affiliates shall be entitled to the possession and use of the Collateral in accordance with the terms hereof, and the Company or such Affiliates may also (a) furnish the Collateral or any part thereof to railroad companies for use upon the lines of railroad owned or operated by them or over which they have trackage rights and upon connecting and other railroads in the usual interchange of traffic, or to other than railroad companies for use in their business, and (b) lease or contract to others located in the United States and Canada all or any part of the Collateral, but only, in either case, upon and subject to all the terms and conditions of this Agreement. Any such lease or contract may provide that the party acquiring the use of units of the Collateral, so long as it shall not be in default under such lease or contract, shall be entitled, subject to the rights of the Trustee hereunder, to the possession of such units and the use thereof and may provide for lettering or marking upon such Equipment for convenience of identification of the leasehold interest of such sublessee therein. Every such lease or contract shall contain provisions which have the effect of subjecting the rights of the party acquiring the use of units of the Collateral under such lease or contract to the rights and remedies of the Trustee in respect of such units. The Trustee shall have the right to declare an Event of Default shall occur and be continuing and upon direction from the Trustee: (i) the Collateral Trustee may personally hereunder in case of any unauthorized assignment or by agents or attorneys, immediately take possession transfer of the Collateral (including taking possession of the originals of all Company's rights hereunder or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession in case of any part thereof, with unauthorized transfer or without notice or judicial process and for that purpose may enter upon such Grantor's premises where lease of any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, any and all services, supplies, aids and other facilities of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligation. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.

Possession of Collateral. (a) For purposes of this Agreement, transfer and delivery of Collateral to the Bank shall be made in compliance with the procedures set forth in this Section and the Bank shall be deemed to be in possession of the Collateral upon compliance with the procedures set forth in this Section 2.2 with respect to such Collateral. The Borrower and the Bank shall comply with the procedures set forth in this Section with respect to all Collateral received by the Bank pursuant to this Agreement; provided, however, that failure to so comply shall not be construed to affect or limit the security interest granted in this Agreement by the Borrower to the Bank for the Bank or the perfection of such security interest. (b) The Borrower shall deliver such certificate or certificates as evidence of the Collateral, and an assignment, stock power or other appropriate instrument of transfer to the Bank duly executed in blank and on a separate form. Such certificate or certificates and the assignment, stock power or transfer form or forms shall be physically delivered to the possession of the Bank. If an Event of Default shall occur have occurred and be continuing continuing, the Bank may promptly cause such certificate or certificates to be registered in the name of the Bank. In the event that no Event of Default has existed for a period of ten consecutive days, the Borrower may, upon written notice to the Bank and upon direction delivery to the Bank of an assignment, stock power or other instrument of transfer complying with the requirements of this Section , request that any such certificate or certificates registered in the name of the Bank be registered in the name of the Borrower and the Bank shall use its best efforts to cause any such certificate or certificates to be registered in the name of the Borrower on the fifth Business Day after receipt of such notice from the Trustee:Borrower unless the Bank has received notice that the conditions to such registration have not been met. (ic) If the Bank receives an Opinion of Counsel stating that the procedures for the delivery of Collateral Trustee may personally or set forth in Section 2.2 are not effective to create a perfected security interest of first priority in Collateral delivered as provided by agents or attorneys, immediately take possession of the Collateral (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accounts) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same andthis Section 2.2, the procedures shall be modified by the parties hereto in such manner and to the extent necessary so that delivery of Collateral Trustee in accordance with the modified procedures will create a perfected security interest of first priority in Collateral so delivered, and such procedures are reasonably satisfactory to the Bank. (d) The Borrower will deliver promptly (but not later than three Domestic Business Days after request by the Bank) to the Bank such other documents, certificates and opinions as the Bank may use reasonably request in connection with such removal, the subjection of any Collateral (and all services, supplies, aids and other facilities of such Grantor; and (iiCollateral Proceeds) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Collateral, including, without limitation, the originals of all Receivables Records (or from time to time any portion thereof) and make it available to the Collateral Trustee at any place or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition. Such Grantor's obligation so to assemble and deliver the Collateral is of the essence Lien of this Agreement and, accordingly, upon application to a court of equity having jurisdiction, the Collateral Trustee shall be entitled to a decree requiring specific performance by such Grantor of said obligation. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantorscontemplated hereby.

Possession of Collateral. (a) If an Event of Default shall occur and be continuing The Collateral Agent may, and upon direction from the Trustee: (i) request of the Collateral Trustee may personally or by agents or attorneysRequired Secured Parties shall, immediately take immediate possession of the Collateral and all Proceeds relating to such Collateral and: (including taking possession of the originals of all or any Receivables or Receivables Records and exercising exclusive Control of the Deposit Accountsa) or any part thereof, from a Grantor or any other Person who then has possession of any part thereof, with or without notice or judicial process and for that purpose may enter upon such Grantor's premises where any of the Collateral is located and remove the same and, the Collateral Trustee may use in connection with such removal, exercise any and all services, supplies, aids rights and other facilities remedies of such Grantor; and (ii) upon five (5) Business Days notice to each Grantor, such Grantor shall, at its own expense, assemble the Company in respect of the Collateral, including(b) require the Company, without limitationat the Company’s expense, to assemble the originals of all Receivables Records (or from time to time any portion thereof) Collateral and make it available to the Collateral Trustee Agent at the Company’s Norwood, Massachusetts-area facilities, (c) enter any place of the premises of the Company or places designated by the Collateral Trustee which is reasonably convenient to both parties, whether at such Grantor's or the Collateral Trustee's premises or elsewhere. Each Grantor shall, at its sole expense, store and keep wherever any Collateral so assembled at such place or places pending further action by the Collateral Trustee and while the Collateral shall be so stored located and kept, provide such guards to keep and maintenance services as shall be necessary to protect store the same and to preserve and maintain on such premises until sold. If the Collateral in good condition. Such Grantor's obligation so to assemble and deliver premises on which the Collateral is located is owned or leased by the Company, then the Company shall not charge the Collateral Agent for storage of such Collateral on such premises, occupy any premises owned or leased by Company where the Collateral or any part thereof is assembled for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Company in respect of such occupation and Collateral Agent may exclude Company, its agents, employees and servants therefrom, and having and holding the same may use, operate, manage and conduct the business of Company and do any acts which it deems necessary or desirable to preserve the value and marketability of the essence Collateral, or any part thereof or interest therein, all without prior notice to Company, except as specifically provided below with respect to a formal public or private sale (including, without limitation, the right to fill and ship in accordance with then existing purchase orders, the right to solicit orders; and to do all such things and acts as Collateral Agent deems reasonably necessary or desirable in order to maximize the value of the Collateral) and upon every such entry, Collateral Agent, at the expense of Company, shall have the right to manage and operate and carry on the business thereof and exercise all rights and powers of Company with respect thereto in the name of Company or otherwise as is reasonably deemed appropriate, after deducting the expenses of conducting the business thereof and of all maintenance, repairs, replacements, alterations, additions, betterments and improvements and amounts necessary to pay for taxes, assessments, insurance and prior insurance or other proper charges upon the Collateral, Company’s business or any part thereof, as well as just and reasonable compensation for its services and for all attorneys, counsel, agents, clerks, servants and other employees by it engaged and employed, shall apply the moneys arising as aforesaid pursuant to the provisions of this Agreement and(except as required by applicable law, accordingly, nothing contained herein shall be construed to impose upon application Collateral Agent any obligation to a court of equity having jurisdiction, preserve or protect the Collateral Trustee shall be entitled or Company’s business following the occurrence of an Event of Default). Collateral Agent may demand that Company deliver to a decree requiring specific performance by such Grantor Collateral Agent all of said obligationCompany’s books and records in respect of the Collateral. (b) When Collateral is in the Collateral Trustee's possession the risk of accidental loss or damage shall be on the Grantors to the extent of any deficiency in any effective insurance coverage maintained by the Grantors.