OF
ANY EVENT OF DEFAULT, LENDER MAY, IN ADDITION TO ANY OTHER RIGHTS OR REMEDIES
AVAILABLE TO IT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, AT LAW OR IN EQUITY,
TAKE SUCH ACTION, WITHOUT NOTICE OR DEMAND, AS IT REASONABLY DEEMS ADVISABLE TO
PROTECT AND ENFORCE ITS RIGHTS AGAINST BORROWER AND IN AND TO THE COLLATERAL,
INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING ACTIONS, EACH OF WHICH MAY BE
PURSUED SINGLY, CONCURRENTLY OR OTHERWISE, AT SUCH TIME AND IN SUCH ORDER AS
LENDER MAY DETERMINE, IN ITS SOLE DISCRETION, WITHOUT IMPAIRING OR OTHERWISE
AFFECTING ANY OTHER RIGHTS AND REMEDIES OF LENDER HEREUNDER, AT LAW OR IN
EQUITY:
(I) DECLARE ALL OR ANY PORTION OF THE UNPAID LOAN TO BE IMMEDIATELY DUE
AND PAYABLE; PROVIDED, HOWEVER, THAT UPON THE OCCURRENCE OF ANY OF THE EVENTS
SPECIFIED IN SECTION 3.01(I), THE ENTIRE LOAN WILL BE IMMEDIATELY DUE AND
PAYABLE WITHOUT NOTICE OR DEMAND OR ANY OTHER DECLARATION OF THE AMOUNTS DUE AND
PAYABLE; OR (II) BRING AN ACTION TO FORECLOSE THIS AGREEMENT AND THEREUPON
LENDER MAY (A) EXERCISE ALL RIGHTS AND POWERS OF BORROWER WITH RESPECT TO THE
COLLATERAL OR ANY PART THEREOF, WHETHER IN THE NAME OF BORROWER OR OTHERWISE AND
(B) APPLY THE RECEIPTS FROM THE COLLATERAL TO THE PAYMENT OF THE DEBT, AFTER
DEDUCTING THEREFROM ALL EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS AND ALL APPLICABLE TRANSFER TAXES) REASONABLY
INCURRED IN CONNECTION THEREWITH, AS WELL AS JUST AND REASONABLE COMPENSATION
FOR THE SERVICES OF LENDER'S THIRD-PARTY AGENTS; OR (III) SELL THE COLLATERAL OR
INSTITUTE PROCEEDINGS FOR THE COMPLETE FORECLOSURE OF THIS AGREEMENT, OR TAKE
SUCH OTHER ACTION AS MAY BE ALLOWED PURSUANT TO LEGAL REQUIREMENTS, AT LAW OR IN
EQUITY, FOR THE ENFORCEMENT OF THIS AGREEMENT; OR (IV) PURSUE ANY OR ALL SUCH
OTHER RIGHTS OR REMEDIES AS LENDER MAY HAVE UNDER APPLICABLE LAW OR IN EQUITY
(INCLUDING, WITHOUT LIMITATION, ALL RIGHTS AND REMEDIES TO A SECURED PARTY UNDER
THE UCC); PROVIDED, HOWEVER, THAT THE PROVISIONS OF THIS SECTION SHALL NOT BE
CONSTRUED TO EXTEND OR MODIFY ANY OF THE NOTICE REQUIREMENTS OR GRACE PERIODS
PROVIDED FOR HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS.
(B)
IN ADDITION TO THE REMEDIES DESCRIBED IN SUBSECTION (A) ABOVE, IF
ANY EVENT OF DEFAULT SHALL OCCUR, SO LONG AS SUCH EVENT OF DEFAULT SHALL BE
CONTINUING, (I) LENDER AND/OR ITS NOMINEES OR DESIGNEES SHALL HAVE THE RIGHT TO
RECEIVE ANY AND ALL DIVIDENDS, PAYMENTS OR DISTRIBUTIONS PAID WITH RESPECT TO
THE EQUITY INTERESTS AND THE OTHER COLLATERAL, AS APPLICABLE, AND MAKE
APPLICATION THEREOF IN ACCORDANCE WITH THIS AGREEMENT (AND ANY DIVIDENDS AND
OTHER PAYMENTS RECEIVED IN TRUST BY BORROWER FOR THE BENEFIT OF LENDER SHALL BE
SEGREGATED FROM THE OTHER FUNDS OF BORROWER) AND (II) AT LENDER'S ELECTION, ALL
EQUITY INTERESTS SHALL BE TRANSFERRED TO LENDER AND/OR ONE (1) OR MORE
NOMINEE(S) OR DESIGNEE(S) THEREOF, AND LENDER AND/OR SUCH NOMINEE(S) OR
DESIGNEE(S) MAY IN THE NAME OF BORROWER OR IN LENDER'S AND/OR SUCH NOMINEE'S(S')
OR DESIGNEE'S(S') OWN NAME, COLLECT