LENDERS' RIGHTS AND REMEDIES AFTER DEFAULT.
11.1.
RIGHTS AND REMEDIES.
(A)
UPON THE OCCURRENCE OF (I) AN EVENT OF DEFAULT PURSUANT TO SECTION
10.7 ALL OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE AND THIS AGREEMENT AND
THE OBLIGATION OF LENDERS TO MAKE ADVANCES SHALL BE DEEMED TERMINATED; AND, (II)
ANY OF THE OTHER EVENTS OF DEFAULT AND AT ANY TIME THEREAFTER, AT THE OPTION OF
REQUIRED LENDERS ALL OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE AND
LENDERS SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND TO TERMINATE THE
OBLIGATION OF LENDERS TO MAKE ADVANCES AND (III) A FILING OF A PETITION AGAINST
ANY BORROWER IN ANY INVOLUNTARY CASE UNDER ANY STATE OR FEDERAL BANKRUPTCY LAWS,
ALL OBLIGATIONS SHALL BE IMMEDIATELY DUE AND PAYABLE AND THE OBLIGATION OF
LENDERS TO MAKE ADVANCES HEREUNDER SHALL BE TERMINATED OTHER THAN AS MAY BE
REQUIRED BY AN APPROPRIATE ORDER OF THE BANKRUPTCY COURT HAVING JURISDICTION
OVER SUCH BORROWER.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, AGENT SHALL
HAVE THE RIGHT TO EXERCISE ANY AND ALL RIGHTS AND REMEDIES PROVIDED FOR HEREIN,
UNDER THE OTHER DOCUMENTS, UNDER THE UNIFORM COMMERCIAL CODE AND AT LAW OR
EQUITY GENERALLY, INCLUDING THE RIGHT TO FORECLOSE THE SECURITY INTERESTS
GRANTED HEREIN AND TO REALIZE UPON ANY COLLATERAL BY ANY AVAILABLE JUDICIAL
PROCEDURE AND/OR TO TAKE POSSESSION OF AND SELL ANY OR ALL OF THE COLLATERAL
WITH OR WITHOUT JUDICIAL PROCESS.
AGENT MAY ENTER ANY OF ANY BORROWER'S
PREMISES OR OTHER PREMISES WITHOUT LEGAL PROCESS AND WITHOUT INCURRING LIABILITY
TO ANY BORROWER THEREFOR, AND AGENT MAY THEREUPON, OR AT ANY TIME THEREAFTER, IN
ITS DISCRETION WITHOUT NOTICE OR DEMAND,
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TAKE THE COLLATERAL AND REMOVE THE SAME TO SUCH PLACE AS AGENT MAY DEEM
ADVISABLE AND AGENT MAY REQUIRE BORROWERS TO MAKE THE COLLATERAL AVAILABLE TO
AGENT AT A CONVENIENT PLACE.
WITH OR WITHOUT HAVING THE COLLATERAL AT THE TIME
OR PLACE OF SALE, AGENT MAY SELL THE COLLATERAL, OR ANY PART THEREOF, AT PUBLIC
OR PRIVATE SALE, AT ANY TIME OR PLACE, IN ONE OR MORE SALES, AT SUCH PRICE OR
PRICES, AND UPON SUCH TERMS, EITHER FOR CASH, CREDIT OR FUTURE DELIVERY, AS
AGENT MAY ELECT.
EXCEPT AS TO THAT PART OF THE COLLATERAL WHICH IS PERISHABLE
OR THREATENS TO DECLINE SPEEDILY IN VALUE OR IS OF A TYPE CUSTOMARILY SOLD ON A
RECOGNIZED MARKET, AGENT SHALL GIVE BORROWERS REASONABLE NOTIFICATION OF SUCH
SALE OR SALES, IT BEING AGREED THAT IN ALL EVENTS WRITTEN NOTICE MAILED TO
BORROWING AGENT AT LEAST TEN (10) DAYS PRIOR TO SUCH SALE OR SALES IS REASONABLE
NOTIFICATION.
AT ANY PUBLIC SALE AGENT OR ANY LENDER MAY BID FOR AND BECOME THE
PURCHASER, AND AGENT, ANY LENDER OR ANY OTHER PURCHASER AT ANY SUCH SALE
THEREAFTER SHALL HOLD THE COLLATERAL SOLD ABSOLUTELY FREE FROM ANY CLAIM OR
RIGHT OF WHATSOEVER KIND, INCLUDING ANY EQUITY OF REDEMPTION AND ALL SUCH
CLAIMS, RIGHTS AND EQUITIES ARE HEREBY EXPRESSLY WAIVED AND RELEASED BY EACH
BORROWER.
SOLELY IN CONNECTION WITH THE EXERCISE OF THE