CUMULATIVE, NOT
EXCLUSIVE AND ENFORCEABLE, IN AGENT'S DISCRETION, ALTERNATIVELY, SUCCESSIVELY,
OR CONCURRENTLY ON ANY ONE OR MORE OCCASIONS, AND SHALL INCLUDE, WITHOUT
LIMITATION, THE RIGHT TO APPLY TO A COURT OF EQUITY FOR AN INJUNCTION TO
RESTRAIN A BREACH OR THREATENED BREACH BY ANY BORROWER OR GUARANTOR OF THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS.
SUBJECT TO SECTION 12
HEREOF, AGENT MAY, AND AT THE DIRECTION OF THE REQUIRED LENDERS SHALL, AT ANY
TIME OR TIMES, PROCEED DIRECTLY AGAINST ANY BORROWER OR GUARANTOR TO COLLECT THE
OBLIGATIONS WITHOUT PRIOR RECOURSE TO THE COLLATERAL.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AT ANY
TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, AGENT MAY, AT
ITS OPTION AND SHALL UPON THE DIRECTION OF THE REQUIRED LENDERS, (I) UPON NOTICE
TO ADMINISTRATIVE BORROWER, ACCELERATE THE PAYMENT OF ALL OBLIGATIONS AND DEMAND
IMMEDIATE PAYMENT THEREOF TO AGENT FOR ITSELF AND THE BENEFIT OF LENDERS
(PROVIDED, 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), AND (II) TERMINATE THE COMMITMENTS WHEREUPON THE
OBLIGATION OF EACH LENDER TO MAKE ANY LOAN AND AN ISSUING BANK TO ISSUE ANY
LETTER OF CREDIT SHALL IMMEDIATELY TERMINATE (PROVIDED, THAT, UPON THE
OCCURRENCE OF ANY EVENT OF DEFAULT DESCRIBED IN SECTIONS 10.1(G) AND 10.1(H),
THE COMMITMENTS AND ANY OTHER OBLIGATION OF THE AGENT OR A LENDER HEREUNDER
SHALL AUTOMATICALLY TERMINATE).
(C)
WITHOUT LIMITING THE FOREGOING, AT ANY TIME AN EVENT OF
DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, AGENT MAY, IN ITS DISCRETION
(I) 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, (II) REQUIRE ANY BORROWER OR GUARANTOR, AT
BORROWERS' EXPENSE, TO ASSEMBLE AND MAKE AVAILABLE TO AGENT ANY PART OR ALL OF
THE COLLATERAL AT ANY PLACE
103
AND TIME DESIGNATED BY AGENT, (III) COLLECT, FORECLOSE, RECEIVE, APPROPRIATE,
SETOFF AND REALIZE UPON ANY AND ALL COLLATERAL, (IV) 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, (V) 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 AGENT OR ELSEWHERE) AT SUCH PRICES OR TERMS AS AGENT MAY DEEM
REASONABLE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY, WITH THE AGENT 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