ANY ACTION OR FAIL TO
TAKE ANY ACTION BASED ON THE ASSERTION THAT ANY PROVISION HEREOF OR OF ANY OF
THE OTHER FINANCING AGREEMENTS HAS CEASED TO BE OR IS OTHERWISE NOT VALID,
BINDING OR ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, OR ANY SECURITY INTEREST
PROVIDED FOR HEREIN OR IN ANY OF THE OTHER FINANCING AGREEMENTS SHALL CEASE TO
BE A VALID AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN ANY OF THE
COLLATERAL PURPORTED TO BE SUBJECT THERETO (EXCEPT AS OTHERWISE PERMITTED HEREIN
OR THEREIN);
(I)
AN ERISA EVENT SHALL OCCUR WHICH RESULTS IN OR COULD
REASONABLY BE EXPECTED TO RESULT IN LIABILITY OF BORROWER IN AN AGGREGATE AMOUNT
IN EXCESS OF $250,000;
(J)
ANY CHANGE OF CONTROL;
(K)
THE INDICTMENT BY ANY GOVERNMENTAL AUTHORITY, OR AS AGENT
MAY REASONABLY AND IN GOOD FAITH DETERMINE, THE THREATENED INDICTMENT BY ANY
GOVERNMENTAL AUTHORITY OF ANY BORROWER OF WHICH ANY BORROWER OR AGENT RECEIVES
NOTICE, IN EITHER CASE, AS TO WHICH THERE IS A REASONABLE POSSIBILITY OF AN
ADVERSE DETERMINATION, IN THE GOOD FAITH DETERMINATION OF AGENT, UNDER ANY
CRIMINAL STATUTE, OR COMMENCEMENT OR THREATENED COMMENCEMENT OF CRIMINAL OR
CIVIL PROCEEDINGS AGAINST SUCH BORROWER, PURSUANT TO WHICH STATUTE OR
PROCEEDINGS THE PENALTIES OR REMEDIES SOUGHT OR AVAILABLE INCLUDE FORFEITURE OF
(I) ANY OF THE COLLATERAL HAVING A VALUE IN EXCESS OF $1,000,000 OR (II) ANY
OTHER PROPERTY OF ANY BORROWER WHICH IS NECESSARY OR MATERIAL TO THE CONDUCT OF
ITS BUSINESS;
(L)
THERE SHALL BE AN ACT, CONDITION OR EVENT THAT HAS A
MATERIAL ADVERSE EFFECT AFTER THE DATE HEREOF; OR
(M)
THERE SHALL BE AN EVENT OF DEFAULT UNDER ANY OF THE OTHER
FINANCING AGREEMENTS OR ANY EVENT OF DEFAULT UNDER THE TIMET DOCUMENTS.
10.2
REMEDIES.
(A)
AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED
AND IS CONTINUING, AGENT AND LENDERS SHALL HAVE ALL RIGHTS AND REMEDIES PROVIDED
IN THIS AGREEMENT, THE OTHER FINANCING AGREEMENTS, THE UCC AND OTHER APPLICABLE
LAW, ALL OF WHICH RIGHTS AND REMEDIES MAY BE EXERCISED WITHOUT NOTICE TO OR
CONSENT BY ANY BORROWER, EXCEPT AS SUCH NOTICE OR CONSENT IS EXPRESSLY PROVIDED
FOR HEREUNDER OR REQUIRED BY APPLICABLE LAW.
ALL RIGHTS, REMEDIES AND POWERS
GRANTED TO AGENT AND LENDERS HEREUNDER, UNDER ANY OF THE OTHER FINANCING
AGREEMENTS, THE UCC OR OTHER APPLICABLE LAW, ARE 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
99
THREATENED BREACH BY ANY BORROWER 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 TO COLLECT THE OBLIGATIONS WITHOUT PRIOR RECOURSE TO THE
COLLATERAL.
(B)
WITHOUT LIMITING THE FOREGOING, AT ANY TIME AN EVENT OF
DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, AGENT MAY, AT ITS OPTION, AND
UPON