OF DEFAULT EXISTS, THE
AGENT SHALL, AT THE DIRECTION OF THE MAJORITY LENDERS, DO ONE OR MORE OF THE
FOLLOWING, IN ADDITION TO THE ACTIONS DESCRIBED IN THE PRECEDING SENTENCE, AT
ANY TIME OR TIMES AND IN ANY ORDER, WITHOUT NOTICE TO OR DEMAND ON THE
BORROWERS:
(A) TERMINATE THE REVOLVING CREDIT COMMITMENTS AND THIS AGREEMENT;
(B) DECLARE ANY OR ALL OBLIGATIONS TO BE IMMEDIATELY DUE AND PAYABLE; PROVIDED,
HOWEVER, THAT UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT DESCRIBED IN
SECTIONS 9.1(E), 9.1(F), 9.1(G), OR 9.1(H), THE REVOLVING CREDIT COMMITMENTS
SHALL AUTOMATICALLY AND IMMEDIATELY EXPIRE AND ALL OBLIGATIONS SHALL
AUTOMATICALLY BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT NOTICE OR DEMAND OF ANY
KIND; (C) REQUIRE THE BORROWERS TO CASH COLLATERALIZE ALL OUTSTANDING LETTER OF
CREDIT OBLIGATIONS; AND (D) PURSUE ITS OTHER RIGHTS AND REMEDIES UNDER THE LOAN
DOCUMENTS AND APPLICABLE LAW.
(B)
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING:
(I) THE AGENT SHALL HAVE FOR THE BENEFIT OF THE LENDERS, IN
ADDITION TO ALL OTHER RIGHTS OF THE AGENT AND THE LENDERS, THE RIGHTS AND
REMEDIES OF A SECURED PARTY UNDER THE LOAN DOCUMENTS AND THE UCC; (II) THE AGENT
MAY, AT ANY TIME, TAKE POSSESSION OF THE COLLATERAL AND KEEP IT ON ANY LOAN
PARTY'S PREMISES, AT NO COST TO THE AGENT OR ANY LENDER, OR REMOVE ANY PART OF
IT TO SUCH OTHER PLACE OR PLACES AS THE AGENT MAY DESIRE, OR THE BORROWERS
SHALL, UPON THE AGENT'S DEMAND, AT THE BORROWERS' COST, ASSEMBLE THE COLLATERAL
AND MAKE IT AVAILABLE TO THE AGENT AT A PLACE REASONABLY CONVENIENT TO THE
AGENT; AND (III) THE AGENT MAY SELL AND DELIVER ANY COLLATERAL AT PUBLIC OR
PRIVATE SALES, FOR CASH, UPON CREDIT OR OTHERWISE, AT SUCH PRICES AND UPON SUCH
TERMS AS THE AGENT DEEMS ADVISABLE, IN ITS SOLE DISCRETION, AND MAY, IF THE
AGENT DEEMS IT REASONABLE, POSTPONE OR ADJOURN ANY SALE OF THE COLLATERAL BY AN
ANNOUNCEMENT AT THE TIME AND PLACE OF SALE OR OF SUCH POSTPONED OR ADJOURNED
SALE WITHOUT GIVING A NEW NOTICE OF SALE.
WITHOUT IN ANY WAY REQUIRING NOTICE
TO BE GIVEN IN THE FOLLOWING MANNER, EACH BORROWER AGREES THAT ANY NOTICE BY THE
AGENT OF SALE, DISPOSITION OR OTHER INTENDED ACTION HEREUNDER OR IN CONNECTION
HEREWITH, WHETHER REQUIRED BY THE UCC OR OTHERWISE, SHALL CONSTITUTE REASONABLE
NOTICE TO SUCH BORROWER IF SUCH NOTICE IS DELIVERED PERSONALLY OR BY OVERNIGHT
COURIER AGAINST RECEIPT, AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO SUCH ACTION TO
THE BORROWERS' ADDRESS SPECIFIED IN OR PURSUANT TO SECTION 13.8.
IF ANY
COLLATERAL IS SOLD ON TERMS OTHER THAN PAYMENT IN FULL AT THE TIME OF SALE, NO
CREDIT SHALL BE GIVEN AGAINST THE OBLIGATIONS UNTIL THE AGENT OR THE LENDERS
RECEIVE PAYMENT, AND IF THE BUYER DEFAULTS IN PAYMENT, THE AGENT MAY RESELL THE
COLLATERAL WITHOUT FURTHER NOTICE TO THE BORROWERS.
IN THE EVENT THE AGENT
SEEKS TO TAKE POSSESSION OF ALL OR ANY PORTION OF THE COLLATERAL BY JUDICIAL
PROCESS, EACH BORROWER IRREVOCABLY WAIVES: