SHALL, BY NOTICE IN
WRITING TO THE BORROWER DECLARE ALL OBLIGATIONS TO BE, AND THEY SHALL THEREUPON
FORTHWITH BECOME, IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY
THE BORROWER; PROVIDED, THAT SOLELY IN THE EVENT OF ANY EVENT OF DEFAULT
SPECIFIED IN SECTION 8(A)(V) HEREOF (AN INSOLVENCY EVENT), ALL SUCH AMOUNTS
SHALL BECOME IMMEDIATELY DUE AND PAYABLE BY THE OWNER OF THE DEDICATED CDO
SECURITIES THAT IS SUBJECT TO SUCH INSOLVENCY EVENT AUTOMATICALLY AND WITHOUT
ANY REQUIREMENT OF PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND FROM
ANY OF THE BANKS OR THE AGENT.
(II)
IN THE CASE ANY ONE OR MORE OF THE EVENTS
OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND WHETHER OR NOT THE BANKS
SHALL HAVE ACCELERATED THE MATURITY OF THE LOANS PURSUANT TO SECTION 8(B)(I) OF
THIS AMENDMENT, THE AGENT ON BEHALF OF THE BANKS MAY, AND UPON THE REQUEST OF
THE MAJORITY BANKS SHALL, PROCEED TO PROTECT AND ENFORCE THEIR RIGHTS AND
REMEDIES UNDER THIS AMENDMENT OR THE CREDIT AGREEMENT AS AMENDED BY THIS
AMENDMENT BY SUIT IN EQUITY, ACTION AT LAW OR OTHER APPROPRIATE PROCEEDING,
WHETHER FOR SPECIFIC PERFORMANCE OF ANY COVENANT OR AGREEMENT CONTAINED IN THIS
AMENDMENT, THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT OR THE TRANSACTION
DOCUMENTS, AND, IF SUCH
11
AMOUNT SHALL HAVE BECOME DUE, BY DECLARATION OR OTHERWISE, PROCEED TO ENFORCE
THE PAYMENT THEREOF OR ANY OTHER LEGAL OR EQUITABLE RIGHT.
NO REMEDY HEREIN
CONFERRED UPON THE AGENT OR THE HOLDER OF ANY NOTE IS INTENDED TO BE EXCLUSIVE
OF ANY OTHER REMEDY AND EACH AND EVERY REMEDY SHALL BE CUMULATIVE AND SHALL BE
IN ADDITION TO EVERY OTHER REMEDY GIVEN HEREUNDER NOW OR HEREAFTER EXISTING AT
LAW OR IN EQUITY OR BY STATUTE OR ANY OTHER PROVISION OF LAW.
IN THE EVENT THAT
ALL OR ANY PORTION OF THE OBLIGATIONS IS COLLECTED BY OR THROUGH AN
ATTORNEY-AT-LAW, THE BORROWER SHALL PAY ALL COSTS OF COLLECTION INCLUDING, BUT
NOT LIMITED TO, REASONABLE ATTORNEYS' FEES.
(III)
IN ADDITION TO THE REMEDIES SET FORTH IN (I)
AND (II) HEREIN, IN THE EVENT THAT ANY OF THE DEDICATED CDO SECURITIES CASH
FLOWS FOR ANY REASON WHATSOEVER ARE NOT BEING PAID TO THE AGENT AS CONTEMPLATED
IN THIS AMENDMENT, THE AGENT SHALL BE PERMITTED TO PURSUE ANY AND ALL RIGHTS AND
REMEDIES TO ENFORCE ITS RIGHTS UNDER THIS AMENDMENT.
(IV)
ALL MONIES RECEIVED BY AGENT FROM BORROWER,
THE TRUSTEE OF ANY DEDICATED CDO SECURITIES AND ANY OTHER PERSON OR OBLIGOR
UNDER THE TRANSACTION DOCUMENTS WITH RESPECT TO THE DEDICATED CDO SECURITIES
CASH FLOW PURSUANT HERETO OR TO THE OTHER TRANSACTION DOCUMENTS, WHETHER IN
CONNECTION WITH THE ENFORCEMENT OF THIS AMENDMENT, THE TRANSACTION DOCUMENTS OR
OTHERWISE, SHALL BE DISTRIBUTED FOR APPLICATION AS FOLLOWS:
(A)
FIRST, TO PAYMENT OF, OR (AS THE CASE MAY BE)
THE REIMBURSEMENT OF, THE AGENT FOR OR IN RESPECT OF ALL REASONABLE COSTS,
EXPENSES, AND DISBURSEMENTS
(INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES)