Lenders shall, pursuant to Sections 17.4 and 17.5, without notice
of its election and without demand, do any one or more of the following, all of
which are authorized by Borrowers:
(A)
DECLARE ALL OBLIGATIONS, WHETHER EVIDENCED
BY THIS AGREEMENT, BY ANY OF THE OTHER LOAN DOCUMENTS, OR OTHERWISE, IMMEDIATELY
DUE AND PAYABLE;
(B)
CEASE ADVANCING MONEY OR EXTENDING CREDIT TO
OR FOR THE BENEFIT OF BORROWERS UNDER THIS AGREEMENT, UNDER ANY OF THE LOAN
DOCUMENTS, OR UNDER ANY OTHER AGREEMENT BETWEEN BORROWERS AND THE LENDER GROUP;
67
(C)
TERMINATE THIS AGREEMENT AND ANY OF THE
OTHER LOAN DOCUMENTS AS TO ANY FUTURE LIABILITY OR OBLIGATION OF THE LENDER
GROUP, BUT WITHOUT AFFECTING THE LENDER GROUP'S RIGHTS AND SECURITY INTERESTS IN
THE COLLATERAL AND WITHOUT AFFECTING THE OBLIGATIONS;
(D)
SETTLE OR ADJUST DISPUTES AND CLAIMS
DIRECTLY WITH ACCOUNT DEBTORS FOR AMOUNTS AND UPON TERMS WHICH AGENT CONSIDERS
ADVISABLE, AND IN SUCH CASES, AGENT WILL CREDIT BORROWERS' LOAN ACCOUNT WITH
ONLY THE NET AMOUNTS RECEIVED BY AGENT IN PAYMENT OF SUCH DISPUTED ACCOUNTS
AFTER DEDUCTING ALL LENDER GROUP EXPENSES INCURRED OR EXPENDED IN CONNECTION
THEREWITH;
(E)
CAUSE BORROWERS TO HOLD ALL RETURNED
INVENTORY IN TRUST FOR THE LENDER GROUP, SEGREGATE ALL RETURNED INVENTORY FROM
ALL OTHER PROPERTY OF BORROWERS OR IN BORROWERS' POSSESSION AND CONSPICUOUSLY
LABEL SAID RETURNED INVENTORY AS THE PROPERTY OF THE LENDER GROUP;
(F)
WITHOUT NOTICE TO OR DEMAND UPON
BORROWERS OR ANY GUARANTOR, MAKE SUCH PAYMENTS AND DO SUCH ACTS AS AGENT
CONSIDERS NECESSARY OR REASONABLE TO PROTECT ITS SECURITY INTERESTS IN THE
COLLATERAL.
EACH BORROWER AGREES TO ASSEMBLE THE COLLATERAL IF AGENT SO
REQUIRES, AND TO MAKE THE COLLATERAL AVAILABLE TO AGENT AS AGENT MAY DESIGNATE.
EACH BORROWER AUTHORIZES AGENT TO ENTER THE PREMISES WHERE THE COLLATERAL IS
LOCATED, TO TAKE AND MAINTAIN POSSESSION OF THE COLLATERAL, OR ANY PART OF IT,
AND TO PAY, PURCHASE, CONTEST, OR COMPROMISE ANY ENCUMBRANCE, CHARGE, OR LIEN
THAT IN AGENT'S DETERMINATION APPEARS TO CONFLICT WITH THE LIENS OF AGENT (FOR
THE BENEFIT OF THE LENDER GROUP) IN THE COLLATERAL AND TO PAY ALL EXPENSES
INCURRED IN CONNECTION THEREWITH.
WITH RESPECT TO ANY OF BORROWERS' OWNED OR
LEASED PREMISES, BORROWERS HEREBY GRANT AGENT A LICENSE TO ENTER INTO POSSESSION
OF SUCH PREMISES AND TO OCCUPY THE SAME, WITHOUT CHARGE, FOR UP TO 120 DAYS IN
ORDER TO EXERCISE ANY OF THE LENDER GROUP'S RIGHTS OR REMEDIES PROVIDED HEREIN,
AT LAW, IN EQUITY, OR OTHERWISE;
(G)
WITHOUT NOTICE TO BORROWERS (SUCH NOTICE
BEING EXPRESSLY WAIVED), AND WITHOUT CONSTITUTING A RETENTION OF ANY COLLATERAL
IN SATISFACTION OF AN OBLIGATION (WITHIN THE MEANING OF SECTION 9505 OF THE
CODE), SET OFF AND APPLY TO THE OBLIGATIONS ANY AND ALL (I) BALANCES AND
DEPOSITS OF BORROWERS HELD BY THE LENDER GROUP (INCLUDING ANY AMOUNTS RECEIVED
IN THE LOCKBOX ACCOUNTS), OR (II) INDEBTEDNESS AT ANY TIME OWING TO OR FOR THE
CREDIT OR THE ACCOUNT OF BORROWERS HELD BY THE LENDER GROUP;
(H)
HOLD, AS CASH COLLATERAL, ANY AND ALL
BALANCES AND DEPOSITS OF