THE DIRECTION OF THE REQUIRED LENDERS, SHALL (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(E) AND 10.1(F), ALL OBLIGATIONS SHALL AUTOMATICALLY BECOME
IMMEDIATELY DUE AND PAYABLE WITHOUT SUCH NOTICE) AND (II) TERMINATE THE
COMMITMENTS AND THIS AGREEMENT (PROVIDED, THAT, UPON THE OCCURRENCE OF ANY EVENT
OF DEFAULT DESCRIBED IN SECTIONS 10.1(F) AND 10.1(G), THE COMMITMENTS AND ANY
OTHER OBLIGATION OF THE AGENT OR A LENDER HEREUNDER SHALL AUTOMATICALLY
TERMINATE).
(C)
WITHOUT LIMITING THE GENERALITY OF 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, TO THE EXTENT
PERMITTED BY LAW, (II) REQUIRE ANY BORROWER, AT BORROWERS' EXPENSE, TO ASSEMBLE
AND MAKE AVAILABLE TO AGENT ANY PART OR ALL OF THE COLLATERAL AT ANY PLACE 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
BORROWERS, WHICH RIGHT OR EQUITY OF REDEMPTION IS HEREBY EXPRESSLY WAIVED AND
RELEASED BY BORROWERS AND/OR (VI) TERMINATE THIS AGREEMENT.
IF ANY OF THE
COLLATERAL IS SOLD OR LEASED BY AGENT UPON CREDIT TERMS OR FOR FUTURE DELIVERY,
THE OBLIGATIONS SHALL NOT BE REDUCED AS A RESULT THEREOF UNTIL PAYMENT THEREFOR
IS FINALLY COLLECTED BY AGENT.
IF NOTICE OF DISPOSITION OF COLLATERAL IS
REQUIRED BY LAW, TEN (10) DAYS PRIOR NOTICE BY AGENT TO BORROWERS 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 WAIVE ANY OTHER NOTICE.
IN THE EVENT
AGENT INSTITUTES AN ACTION TO RECOVER ANY COLLATERAL OR SEEKS RECOVERY OF ANY
COLLATERAL BY WAY OF PREJUDGMENT REMEDY, EACH BORROWER WAIVES THE POSTING OF ANY
BOND WHICH MIGHT OTHERWISE