the right to apply to a court of equity for an injunction to
restrain a breach or threatened breach by any Borrower or any Obligor of this
Agreement or any of the other Financing Agreements. Subject to Section 12
hereof, Agent may, and at the direction of the Required Lenders shall, at any
time or times, proceed directly against any Borrower or any Obligor to collect
the Obligations without prior recourse to the Collateral.
(B)
WITHOUT LIMITING THE FOREGOING, AT ANY TIME AN EVENT OF DEFAULT
EXISTS OR HAS OCCURRED AND IS CONTINUING, AGENT MAY, IN ITS DISCRETION, AND UPON
THE DIRECTION OF THE REQUIRED LENDERS, SHALL (I) ACCELERATE THE PAYMENT OF ALL
OBLIGATIONS AND DEMAND IMMEDIATE PAYMENT THEREOF TO AGENT, FOR ITSELF AND THE
RATABLE BENEFIT OF THE LENDERS AND THE BANK PRODUCT PROVIDERS (PROVIDED, THAT,
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT DESCRIBED IN SECTIONS 10.1(G) AND
10.1(H), ALL OBLIGATIONS SHALL AUTOMATICALLY BECOME IMMEDIATELY DUE AND
PAYABLE), (II) MAKE RESERVES FOR ALL SALES, EXCISE OR SIMILAR TAXES THAT ARE
PAST DUE, (III) WITH OR WITHOUT JUDICIAL PROCESS OR THE AID OR ASSISTANCE OF
OTHERS, ENTER UPON ANY PREMISES ON OR IN WHICH ANY OF THE COLLATERAL MAY BE
LOCATED AND TAKE POSSESSION OF THE COLLATERAL OR COMPLETE PROCESSING,
MANUFACTURING AND REPAIR OF ALL OR ANY PORTION OF THE COLLATERAL, (IV) REQUIRE
BORROWERS OR ANY OBLIGOR, AT BORROWERS' EXPENSE, TO ASSEMBLE AND MAKE AVAILABLE
TO AGENT ANY PART OR ALL OF THE COLLATERAL AT ANY PLACE AND TIME DESIGNATED BY
AGENT, (V) COLLECT, FORECLOSE, RECEIVE, APPROPRIATE, SETOFF AND REALIZE UPON ANY
AND ALL COLLATERAL, (VI) REMOVE ANY OR ALL OF THE COLLATERAL FROM ANY PREMISES
ON OR IN WHICH THE SAME MAY BE LOCATED FOR THE PURPOSE OF EFFECTING THE SALE,
FORECLOSURE OR OTHER DISPOSITION THEREOF OR FOR ANY OTHER PURPOSE, (VII) SELL,
LEASE, TRANSFER, ASSIGN, DELIVER OR OTHERWISE DISPOSE OF ANY AND ALL COLLATERAL
(INCLUDING ENTERING INTO CONTRACTS WITH RESPECT THERETO, PUBLIC OR PRIVATE SALES
AT ANY EXCHANGE, BROKER'S BOARD, AT ANY OFFICE OF AGENT OR ELSEWHERE) AT SUCH
PRICES OR TERMS AS AGENT MAY DEEM REASONABLE, FOR CASH, UPON CREDIT OR FOR
FUTURE DELIVERY, WITH THE AGENT HAVING THE RIGHT TO PURCHASE THE WHOLE OR ANY
PART OF THE COLLATERAL AT ANY SUCH PUBLIC SALE, ALL OF THE FOREGOING BEING FREE
FROM ANY RIGHT OR EQUITY OF REDEMPTION OF ANY BORROWER OR ANY OBLIGOR, WHICH
RIGHT OR EQUITY OF REDEMPTION IS HEREBY EXPRESSLY WAIVED AND RELEASED BY EACH
BORROWER AND OBLIGORS AND/OR (VIII) TERMINATE THIS AGREEMENT. IF ANY OF THE
COLLATERAL IS SOLD OR LEASED BY AGENT UPON CREDIT TERMS OR FOR FUTURE DELIVERY,
THE OBLIGATIONS SHALL NOT BE REDUCED AS A RESULT THEREOF UNTIL PAYMENT THEREFOR
IS FINALLY COLLECTED BY AGENT. IF NOTICE OF DISPOSITION OF COLLATERAL IS
REQUIRED BY LAW, TEN (10) DAYS PRIOR NOTICE BY AGENT TO BORROWERS DESIGNATING
THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY PRIVATE SALE
OR OTHER INTENDED DISPOSITION OF COLLATERAL IS TO