IMMEDIATELY DUE AND PAYABLE,
WHICH SHALL BECOME IMMEDIATELY DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND,
PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY THE
BORROWER.
(B)
BANKRUPTCY EVENTS OF DEFAULT/TERMINATION.
IN THE CASE OF EITHER OF THE EVENTS OF DEFAULT SPECIFIED IN SECTION 8.1(F),
8.1(G) OR 8.1(L), AUTOMATICALLY, WITHOUT ANY NOTICE TO THE BORROWER OR ANY OTHER
ACT BY ADMINISTRATIVE AGENT OR ANY LENDER, EACH OF THE FOLLOWING SHALL
IMMEDIATELY BECOME DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER
NOTICE OF ANY KIND, ALL OF WHICH ARE HEREBY WAIVED BY THE BORROWER:
(I) THE
UNPAID PRINCIPAL AMOUNT OF AND INTEREST ON THE TERM LOANS AND (II) ALL OTHER
OBLIGATIONS.
(C)
REMEDIES IN ALL EVENTS OF DEFAULT.
ADMINISTRATIVE AGENT SHALL, AT THE REQUEST OF OR WITH THE CONSENT OF THE
REQUIRED LENDERS, (I) EXERCISE ALL RIGHTS AND REMEDIES PROVIDED IN THE LOAN
DOCUMENTS, (II) EXERCISE ANY RIGHT OF COUNTERCLAIM, SETOFF, BANKER'S LIEN OR
OTHERWISE WHICH IT MAY HAVE WITH RESPECT TO MONEY OR PROPERTY OF THE BORROWER,
(III) BRING ANY LAWSUIT, ACTION OR OTHER PROCEEDING PERMITTED BY LAW FOR THE
SPECIFIC PERFORMANCE OF, OR INJUNCTION AGAINST ANY VIOLATION OF, ANY LOAN
DOCUMENT AND MAY EXERCISE ANY POWER GRANTED UNDER OR TO RECOVER JUDGMENT UNDER
ANY LOAN DOCUMENT, (IV) ENFORCE ANY AND ALL LIENS AND SECURITY INTERESTS CREATED
PURSUANT TO LOAN DOCUMENTS, AND (V) EXERCISE ANY OTHER RIGHT OR REMEDY PERMITTED
BY APPLICABLE REGULATIONS.
(D)
LENDERS' REMEDIES.
UNLESS OTHERWISE
DIRECTED BY THE REQUIRED LENDERS, IN CASE ANY ONE OR MORE OF THE EVENTS OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AND WHETHER OR NOT THE LENDERS
SHALL HAVE ACCELERATED THE MATURITY OF THE TERM LOANS PURSUANT TO SECTION 8.2,
THE REQUIRED LENDERS, IF OWED ANY AMOUNT WITH RESPECT TO THE TERM LOANS, MAY
PROCEED TO PROTECT AND ENFORCE THEIR RIGHTS BY SUIT IN EQUITY, ACTION AT LAW OR
OTHER APPROPRIATE PROCEEDING,
INCLUDING AS PERMITTED BY APPLICABLE LAW THE
OBTAINING OF THE EX PARTE APPOINTMENT OF A RECEIVER, AND, IF SUCH AMOUNT SHALL
HAVE BECOME DUE, BY DECLARATION OR OTHERWISE, PROCEED TO ENFORCE THE PAYMENT
THEREOF OR ANY OTHER LEGAL OR EQUITABLE RIGHT OF SUCH LENDERS.
(E)
REMEDIES CUMULATIVE.
NO REMEDY HEREIN
CONFERRED UPON ANY LENDER OR ADMINISTRATIVE AGENT OR THE HOLDER OF A NOTE IS
INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY AND
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EACH AND EVERY REMEDY SHALL BE CUMULATIVE AND SHALL BE IN ADDITION TO EVERY
OTHER REMEDY GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY OR
BY STATUTE OR ANY OTHER PROVISION OF LAW.
(F)
PREPAYMENTS.
ANY PREPAYMENT BY THE
BORROWER OF ALL OR ANY PART OF THE TERM LOANS FOLLOWING AN EVENT OF DEFAULT AND
AN ACCELERATION OF THE ORIGINAL MATURITY DATE, SHALL INCLUDE, AS COMPENSATION TO
THE LENDERS OF THE TERM LOAN FOR SUCH PREPAYMENT, THE APPLICABLE PREPAYMENT
PREMIUM REQUIRED UNDER SECTION 2.11(G).
THE BORROWER SPECIFICALLY ACKNOWLEDGES
AND AGREES THAT IT SHALL BE LIABLE FOR THE PREPAYMENT PREMIUM ON ANY
ACCELERATION OF THE TERM