PORTION OF THE COMMITMENT OF EACH LENDER TO MAKE LOANS TO
BE SUSPENDED OR TERMINATED, WHEREUPON SUCH COMMITMENTS SHALL FORTHWITH BE
SUSPENDED OR TERMINATED;
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(B) DECLARE ALL OR ANY PORTION OF THE UNPAID PRINCIPAL AMOUNT OF ALL OUTSTANDING
LOANS, ALL INTEREST ACCRUED AND UNPAID THEREON, AND ALL OTHER AMOUNTS OWING OR
PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT TO BE IMMEDIATELY DUE AND
PAYABLE; WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL
OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE BORROWER; AND/OR
(C) EXERCISE ON BEHALF OF ITSELF AND THE LENDERS ALL RIGHTS AND REMEDIES
AVAILABLE TO IT AND THE LENDERS UNDER THE LOAN DOCUMENTS OR APPLICABLE LAW;
provided, however, that upon the occurrence of any event specified in subsection
7.1(f) or 7.1(g) above (in the case of clause (i) of subsection 7.1(g) upon the
expiration of the sixty (60) day period mentioned therein), the obligation of
each Lender to make Loans shall automatically terminate and the unpaid principal
amount of all outstanding Loans and all interest and other amounts as aforesaid
shall automatically become due and payable without further act of Agent or any
Lender.
SECTION 7.3 RIGHTS NOT EXCLUSIVE.
The rights provided for in this Agreement and the other Loan Documents are
cumulative and are not exclusive of any other rights, powers, privileges or
remedies provided by law or in equity, or under any other instrument, document
or agreement now existing or hereafter arising.
ARTICLE VIII
THE AGENT
SECTION 8.1 APPOINTMENT AND DUTIES.
(A) APPOINTMENT OF AGENT.
EACH LENDER HEREBY APPOINTS BANK OF AMERICA (TOGETHER
WITH ANY SUCCESSOR AGENT PURSUANT TO SECTION 9.8) AS AGENT HEREUNDER AND
AUTHORIZES AGENT TO (I) EXECUTE AND DELIVER THE LOAN DOCUMENTS AND ACCEPT
DELIVERY THEREOF ON ITS BEHALF FROM THE BORROWER, (II) TAKE SUCH ACTION ON ITS
BEHALF AND TO EXERCISE ALL RIGHTS, POWERS AND REMEDIES AND PERFORM THE DUTIES AS
ARE EXPRESSLY DELEGATED TO AGENT UNDER SUCH LOAN DOCUMENTS AND (III) EXERCISE
SUCH POWERS AS ARE INCIDENTAL THERETO.
(B) DUTIES AS AGENT.
WITHOUT LIMITING THE GENERALITY OF CLAUSE (A) ABOVE, AGENT
SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY (TO THE EXCLUSION OF THE
LENDERS), AND IS HEREBY AUTHORIZED, TO (I) ACT AS THE DISBURSING AND COLLECTING
AGENT FOR THE LENDERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN
CONNECTION WITH THE LOAN DOCUMENTS (INCLUDING IN ANY PROCEEDING DESCRIBED IN
SUBSECTION 7.1(G) OR ANY OTHER BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING),
AND EACH PERSON MAKING ANY PAYMENT IN CONNECTION WITH ANY LOAN DOCUMENT TO ANY
LENDER IS HEREBY AUTHORIZED TO MAKE SUCH PAYMENT TO AGENT, (II) FILE AND PROVE
CLAIMS AND FILE OTHER DOCUMENTS NECESSARY OR DESIRABLE TO ALLOW THE CLAIMS OF
THE LENDERS WITH RESPECT TO ANY OBLIGATION IN ANY PROCEEDING DESCRIBED IN
SUBSECTION 7.1(F) OR 7.1(G) OR ANY OTHER BANKRUPTCY, INSOLVENCY OR SIMILAR
PROCEEDING (BUT NOT TO VOTE, CONSENT OR OTHERWISE ACT ON BEHALF OF SUCH PERSON),
AND (III) EXECUTE ANY AMENDMENT, CONSENT OR WAIVER UNDER THE LOAN DOCUMENTS ON
BEHALF OF ANY