ITS DESIGNEE MAY, ON BEHALF OF THE SENIOR SECURED PARTIES, AT ANY TIME DURING
THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT, AND FOLLOWING DELIVERY OF
A NOTICE OF SUSPENSION THAT HAS NOT BEEN WITHDRAWN (PROVIDED THAT ANY FAILURE TO
DELIVER SUCH NOTICE SHALL NOT AFFECT THE VALIDITY OF ANY ACTIONS TAKEN UNDER
THIS SECTION 17.03(A)) TAKE ENFORCEMENT ACTION WITH RESPECT TO THE ACCOUNT
COLLATERAL, AS PROVIDED IN ARTICLE VI (REMEDIES UPON A SECURITY EVENT OF
DEFAULT) OF THE SECURITY AGREEMENT. WITHOUT LIMITATION AND IN ADDITION TO ANY
AND ALL RIGHTS WITH RESPECT TO THE ACCOUNT COLLATERAL UNDER THE CREDIT AGREEMENT
OR ANY OTHER FINANCING DOCUMENT, THE COLLATERAL AGENT MAY TAKE ENFORCEMENT
ACTION BY:
(I)
PERSONALLY, OR BY ATTORNEYS, TAKING POSSESSION OF THE ACCOUNT
COLLATERAL OR ANY PART THEREOF, FROM THE ACCOUNTS BANK, THE BORROWER OR ANY
OTHER PERSON THAT THEN HAS POSSESSION OF ANY PART THEREOF WITH OR WITHOUT NOTICE
OR PROCESS OF LAW;
(II)
INSTRUCTING ANY OBLIGOR, GUARANTOR OR COUNTERPARTY TO ANY
AGREEMENT, INSTRUMENT OR OTHER OBLIGATION IN RESPECT OF OR RELATING TO THE
BORROWER OR THE ACCOUNT COLLATERAL TO MAKE ANY PAYMENT REQUIRED BY THE TERMS OF
SUCH AGREEMENT, INSTRUMENT OR OBLIGATION DIRECTLY TO THE COLLATERAL AGENT OR THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SENIOR SECURED PARTIES;
(III)
TAKING POSSESSION OF THE ACCOUNT COLLATERAL OR ANY PART THEREOF
BY DIRECTING THE ACCOUNTS BANK OR THE BORROWER, AS
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THE CASE MAY BE, TO DELIVER THE SAME TO THE COLLATERAL AGENT, FOR THE BENEFIT OF
THE SENIOR SECURED PARTIES, AT ANY PLACE OR PLACES DESIGNATED BY THE COLLATERAL
AGENT, IT BEING UNDERSTOOD THAT THE ACCOUNTS BANK'S AND THE BORROWER'S
OBLIGATIONS TO SO DELIVER THE ACCOUNT COLLATERAL ARE OF THE ESSENCE OF THIS
ACCOUNTS AGREEMENT AND THAT, ACCORDINGLY, UPON APPLICATION TO A COURT OF EQUITY
HAVING JURISDICTION, THE COLLATERAL AGENT, FOR THE BENEFIT OF THE SENIOR SECURED
PARTIES, SHALL BE ENTITLED TO A DECREE REQUIRING SPECIFIC PERFORMANCE BY THE
ACCOUNTS BANK OR THE BORROWER, AS THE CASE MAY BE, OF SUCH OBLIGATIONS;
(IV)
FORECLOSING ON THE ACCOUNT COLLATERAL AS HEREIN PROVIDED OR IN ANY
MANNER PERMITTED BY APPLICABLE LAW (INCLUDING THROUGH ANY PERMITTED NON-JUDICIAL
FORECLOSURE) EITHER CONCURRENTLY OR IN SUCH ORDER AS THE COLLATERAL AGENT MAY
DETERMINE WITHOUT AFFECTING THE RIGHTS OR REMEDIES TO WHICH THE COLLATERAL
AGENT, FOR THE BENEFIT OF THE SENIOR SECURED PARTIES, MAY BE ENTITLED UNDER THIS
ACCOUNTS AGREEMENT, THE CREDIT AGREEMENT, OR ANY OTHER FINANCING DOCUMENT. THE
BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND
JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION OR
COMMENCING ANY COLLECTION, RECOVERY, RECEIPT, APPROPRIATION, REPOSSESSION,
RETENTION, SET-OFF, SALE, LEASING, LICENSING, CONVEYANCE, ASSIGNMENT, TRANSFER,
LIQUIDATION, OR OTHER DISPOSITION OF OR REALIZATION UPON ANY OR ALL OF THE
ACCOUNT COLLATERAL, INCLUDING ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY
PREJUDGMENT REMEDY OR REMEDIES AND ANY RIGHT TO ANY SUCH NOTICE WHICH THE
BORROWER WOULD OTHERWISE HAVE UNDER APPLICABLE LAW;
(V)
WITHDRAWING ANY AND ALL CASH AND LIQUIDATING ANY AND