THAT, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT
DESCRIBED IN SECTIONS 10.1(G) AND 10.1(H), ALL OBLIGATIONS SHALL AUTOMATICALLY
BECOME IMMEDIATELY DUE AND PAYABLE), (II) WITH OR WITHOUT JUDICIAL PROCESS OR
THE AID OR ASSISTANCE OF OTHERS, ENTER UPON ANY PREMISES ON OR IN WHICH ANY OF
THE COLLATERAL MAY BE LOCATED AND TAKE POSSESSION OF THE COLLATERAL OR COMPLETE
PROCESSING, MANUFACTURING AND REPAIR OF ALL OR ANY PORTION OF THE COLLATERAL,
(III) REQUIRE ANY BORROWER OR GUARANTOR, AT BORROWERS' EXPENSE, TO ASSEMBLE AND
MAKE AVAILABLE TO LENDER ANY PART OR ALL OF THE COLLATERAL AT ANY PLACE AND TIME
DESIGNATED BY LENDER, (IV) COLLECT, FORECLOSE, RECEIVE, APPROPRIATE, SETOFF AND
REALIZE UPON ANY AND ALL COLLATERAL, (V) REMOVE ANY OR ALL OF THE COLLATERAL
FROM ANY PREMISES ON OR IN WHICH THE SAME MAY BE LOCATED FOR THE PURPOSE OF
EFFECTING THE SALE, FORECLOSURE OR OTHER DISPOSITION THEREOF OR FOR ANY OTHER
PURPOSE, (VI) SELL, LEASE, TRANSFER, ASSIGN, DELIVER OR OTHERWISE DISPOSE OF ANY
AND ALL COLLATERAL (INCLUDING ENTERING INTO CONTRACTS WITH RESPECT THERETO,
PUBLIC OR PRIVATE SALES AT ANY EXCHANGE, BROKER'S BOARD, AT ANY OFFICE OF LENDER
OR ELSEWHERE) AT SUCH PRICES OR TERMS AS LENDER MAY DEEM REASONABLE, FOR CASH,
UPON CREDIT OR FOR FUTURE DELIVERY, WITH THE LENDER HAVING THE RIGHT TO PURCHASE
THE WHOLE OR ANY PART OF THE COLLATERAL AT ANY SUCH PUBLIC SALE, ALL OF THE
FOREGOING BEING FREE FROM ANY RIGHT OR EQUITY OF REDEMPTION OF ANY BORROWER OR
GUARANTOR, WHICH RIGHT OR EQUITY OF REDEMPTION IS HEREBY EXPRESSLY WAIVED AND
RELEASED BY BORROWERS AND GUARANTORS AND/OR (VII) TERMINATE THIS AGREEMENT;
PROVIDED, THAT, LENDER SHALL NOT TAKE ANY OF THE FOREGOING ACTIONS UNLESS AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
IF ANY OF THE COLLATERAL IS
SOLD OR LEASED BY LENDER UPON CREDIT TERMS OR FOR FUTURE DELIVERY, THE
OBLIGATIONS SHALL NOT BE REDUCED AS A RESULT THEREOF UNTIL PAYMENT THEREFOR IS
FINALLY COLLECTED BY LENDER.
IF NOTICE OF DISPOSITION OF COLLATERAL IS REQUIRED
BY LAW, TEN (10) DAYS PRIOR NOTICE BY LENDER TO ADMINISTRATIVE BORROWER
DESIGNATING THE TIME AND PLACE OF ANY PUBLIC SALE OR THE TIME AFTER WHICH ANY
PRIVATE SALE OR OTHER INTENDED DISPOSITION OF COLLATERAL IS TO BE MADE, SHALL BE
DEEMED TO BE REASONABLE NOTICE THEREOF AND BORROWERS AND GUARANTORS WAIVE ANY
OTHER NOTICE.
IN THE EVENT LENDER INSTITUTES AN ACTION TO RECOVER ANY
COLLATERAL OR SEEKS RECOVERY OF ANY COLLATERAL BY WAY OF PREJUDGMENT REMEDY,
EACH BORROWER AND GUARANTOR WAIVES THE POSTING OF ANY BOND WHICH MIGHT OTHERWISE
BE REQUIRED. AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, UPON LENDER'S REQUEST, BORROWERS WILL EITHER, AS LENDER SHALL
SPECIFY, FURNISH CASH COLLATERAL TO THE ISSUER TO BE USED TO SECURE AND FUND
LENDER'S REIMBURSEMENT OBLIGATIONS TO THE ISSUER IN CONNECTION WITH ANY LETTER
OF CREDIT OBLIGATIONS OR FURNISH CASH COLLATERAL TO LENDER FOR THE LETTER OF
CREDIT OBLIGATIONS.
SUCH CASH COLLATERAL SHALL BE IN THE AMOUNT EQUAL TO ONE
HUNDRED