an Event of Default.
IX.
RIGHTS AND REMEDIES AFTER DEFAULT
9.1
RIGHTS AND REMEDIES
(A)
IN ADDITION TO THE ACCELERATION AND OTHER
PROVISIONS SET FORTH IN ARTICLE VIII, UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT, AGENT SHALL HAVE THE RIGHT TO (AND AT THE
REQUEST OF REQUISITE LENDERS, SHALL) EXERCISE ANY AND ALL RIGHTS AND REMEDIES
PROVIDED FOR IN ANY LOAN DOCUMENT OR ANY REVOLVING LOAN DOCUMENT, UNDER THE UCC
OR AT LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO THE EXTENT
PERMITTED BY APPLICABLE LAW, TO (I) APPLY ANY PROPERTY OF ANY CREDIT PARTY HELD
BY AGENT, FOR THE BENEFIT OF THE LENDER PARTIES, OR ANY LENDER TO REDUCE THE
OBLIGATIONS, (II) FORECLOSE THE LIENS CREATED UNDER THE LOAN DOCUMENTS OR THE
REVOLVING LOAN DOCUMENTS, (III) ENFORCE, REALIZE UPON, TAKE POSSESSION OF AND/OR
SELL OR OTHERWISE TRANSFER ANY COLLATERAL OR SECURITIES PLEDGED, WITH OR WITHOUT
JUDICIAL PROCESS, (IV) EXERCISE ALL RIGHTS AND POWERS WITH RESPECT TO THE
COLLATERAL AS ANY CREDIT PARTY MIGHT EXERCISE, (V) COLLECT AND SEND NOTICES
REGARDING THE COLLATERAL, WITH OR WITHOUT JUDICIAL PROCESS, (VI) BY ITS OWN
MEANS OR WITH JUDICIAL ASSISTANCE, ENTER ANY PREMISES AT WHICH COLLATERAL AND/OR
PLEDGED SECURITIES ARE LOCATED, OR RENDER ANY OF THE FOREGOING UNUSABLE OR
DISPOSE OF THE COLLATERAL AND/OR PLEDGED SECURITIES ON SUCH PREMISES WITHOUT ANY
LIABILITY FOR RENT, STORAGE, UTILITIES, OR OTHER SUMS, AND NO CREDIT PARTY SHALL
RESIST OR INTERFERE WITH SUCH ACTION, (VII) AT CREDIT PARTIES' EXPENSE, REQUIRE
THAT ALL OR ANY PART OF THE COLLATERAL BE ASSEMBLED AND MADE AVAILABLE TO AGENT
AT ANY PLACE WHERE THE CREDIT PARTIES REGULARLY MAINTAIN INVENTORY OR PROPERTY
DESIGNATED BY AGENT IN ITS PERMITTED DISCRETION, AND/OR (VIII) RELINQUISH OR
ABANDON ANY COLLATERAL OR SECURITIES PLEDGED OR ANY LIEN THEREON.
NOTWITHSTANDING ANY PROVISION OF ANY LOAN DOCUMENT, AGENT, IN ITS PERMITTED
DISCRETION, SHALL HAVE THE RIGHT, AT ANY TIME THAT ANY CREDIT PARTY FAILS TO DO
SO, AND FROM TIME TO TIME, WITHOUT PRIOR NOTICE, TO: (I) OBTAIN INSURANCE
COVERING ANY OF THE COLLATERAL TO THE EXTENT REQUIRED HEREUNDER; (II) PAY FOR
THE PERFORMANCE OF ANY OF THE OBLIGATIONS; (III) DISCHARGE TAXES, LEVIES AND/OR
LIENS ON ANY OF THE COLLATERAL THAT ARE IN VIOLATION OF ANY LOAN DOCUMENT; AND
(IV) PAY FOR THE MAINTENANCE, REPAIR AND/OR PRESERVATION OF THE
38
COLLATERAL.
SUCH EXPENSES AND ADVANCES SHALL BE ADDED TO THE OBLIGATIONS UNTIL
REIMBURSED TO AGENT AND SHALL BE SECURED BY THE COLLATERAL AND PAYABLE ON
DEMAND, AND SUCH PAYMENTS BY AGENT SHALL NOT BE CONSTRUED AS A WAIVER BY AGENT
OR LENDERS OF ANY EVENT OF DEFAULT OR ANY OTHER RIGHTS OR REMEDIES OF AGENT AND
LENDERS.
(B)
THE CREDIT PARTIES JOINTLY AND SEVERALLY
AGREE THAT NOTICE RECEIVED BY ANY OF THEM AT LEAST TEN (10) CALENDAR DAYS BEFORE
THE TIME OF ANY INTENDED PUBLIC SALE, OR THE TIME AFTER WHICH ANY PRIVATE SALE
OR OTHER DISPOSITION OF COLLATERAL IS TO BE MADE, SHALL BE DEEMED TO BE
REASONABLE NOTICE OF