REMEDIES PROVIDED FOR IN ANY LOAN
DOCUMENT OR ANY TERM LOAN DOCUMENT, 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 TERM 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, (VIII) REDUCE OR OTHERWISE CHANGE THE FACILITY CAP,
AVAILABILITY, AGGREGATE BORROWING AVAILABILITY AND/OR ANY COMPONENT OF THE
FOREGOING AND/OR (IX) 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 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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, NEITHER THE AGENT NOR ANY LENDER SHALL HAVE ANY RIGHT OR AUTHORITY TO
TAKE POSSESSION OF AND/OR SELL OR OTHERWISE TRANSFER ANY COLLATERAL PLEDGED BY
THE BORROWER AND UK GUARANTOR UNDER THE REVOLVING LOAN DOCUMENTS FOR THE BENEFIT
OF ANY LENDER UNDER THE TERM LOAN DOCUMENTS OR THE PAYMENT OF ANY AMOUNTS UNDER
THE SUBORDINATED NOTES, OR IN REPAYMENT OR
43
SATISFACTION OF ANY AMOUNT OWING BY ANY OF THE CREDIT PARTIES UNDER AND AS
DEFINED IN THE TERM LOAN DOCUMENTS.
(B)
THE CREDIT PARTIES JOINTLY AND SEVERALLY AGREE THAT NOTICE
RECEIVED BY