OFFICER,
EMPLOYEE, AGENT, OR DIRECTOR OF ANY BORROWER, OR IF ANY SUCH WARRANTY OR
REPRESENTATION IS WITHDRAWN;
(M)
IF THE OBLIGATION OF ANY GUARANTOR UNDER ITS
GUARANTY OR OTHER THIRD PERSON UNDER ANY LOAN DOCUMENT IS LIMITED OR TERMINATED
BY OPERATION OF LAW OR BY THE GUARANTOR OR OTHER THIRD PERSON THEREUNDER, OR ANY
SUCH GUARANTOR OR OTHER THIRD PERSON BECOMES THE SUBJECT OF AN INSOLVENCY
PROCEEDING; OR
(N)
IF ANY "EVENT OF DEFAULT" OCCURS UNDER THE
REVOLVING CREDIT AGREEMENT, (OTHER THAN ANY SUCH "EVENT OF DEFAULT" THAT HAS
BEEN WAIVED IN WRITING BY THE REVOLVING CREDIT AGENT AND THE "REQUIRED LENDERS"
UNDER THE REVOLVING CREDIT AGREEMENT).
9.
THE LENDER GROUP'S RIGHTS AND REMEDIES.
9.1
Rights and Remedies.
Upon the occurrence, and during the continuation, of an Event of Default Agent
may, or, at the request of the Required 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:
33
(A)
DECLARE ALL OBLIGATIONS, WHETHER EVIDENCED
BY THIS AGREEMENT, BY ANY OF THE OTHER LOAN DOCUMENTS, OR OTHERWISE, IMMEDIATELY
DUE AND PAYABLE;
(B)
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;
(C)
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;
(D)
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;
(E)
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 9-505 OF