OF
MERGER OR CONSOLIDATION OR OTHERWISE, OR (II) BORROWER CEASES TO OWN AND
CONTROL, DIRECTLY OR INDIRECTLY, ALL OF THE ECONOMIC AND VOTING RIGHTS
ASSOCIATED WITH THE OUTSTANDING VOTING CAPITAL STOCK (OR OTHER VOTING EQUITY
INTEREST) OF EACH OF ITS SUBSIDIARIES.
8.2.
LENDER REMEDIES.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT, AGENT
SHALL, AT THE WRITTEN REQUEST OF THE REQUISITE LENDERS, TERMINATE THE
COMMITMENTS WITH RESPECT TO FURTHER TERM LOANS AND DECLARE ANY OR ALL OF THE
OBLIGATIONS TO BE IMMEDIATELY DUE AND PAYABLE, WITHOUT DEMAND OR NOTICE TO ANY
LOAN PARTY AND THE ACCELERATED OBLIGATIONS SHALL BEAR INTEREST AT THE DEFAULT
RATE PURSUANT TO SECTION 2.6, PROVIDED THAT, UPON THE OCCURRENCE OF ANY EVENT OF
DEFAULT SPECIFIED IN SECTION 8.1(G) ABOVE, THE COMMITMENTS SHALL BE
AUTOMATICALLY TERMINATED AND THE OBLIGATIONS SHALL BE AUTOMATICALLY
ACCELERATED.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, AGENT SHALL HAVE (ON
BEHALF OF ITSELF AND LENDERS) ALL OF THE RIGHTS AND REMEDIES OF A SECURED PARTY
UNDER THE UCC, AND UNDER ANY OTHER APPLICABLE LAW; PROVIDED, HOWEVER, THAT AGENT
SHALL NOT COMMENCE THE EXERCISE OF SUCH RIGHTS AND REMEDIES WITHOUT THE PRIOR
WRITTEN REQUEST OF REQUISITE LENDERS.
WITHOUT LIMITING THE FOREGOING, AGENT
SHALL HAVE THE RIGHT TO, AND AT THE WRITTEN REQUEST OF THE REQUIRED LENDERS
SHALL,
(A) NOTIFY ANY ACCOUNT DEBTOR OF ANY LOAN PARTY OR ANY OBLIGOR ON ANY
INSTRUMENT WHICH CONSTITUTES PART OF THE COLLATERAL TO MAKE PAYMENTS TO AGENT
(FOR THE BENEFIT OF ITSELF AND LENDERS), (B) WITH OR WITHOUT LEGAL PROCESS,
ENTER ANY PREMISES WHERE THE COLLATERAL MAY BE AND TAKE POSSESSION OF AND REMOVE
THE COLLATERAL FROM THE PREMISES OR STORE IT ON THE PREMISES, (C) SELL THE
COLLATERAL AT PUBLIC OR PRIVATE SALE, IN WHOLE OR IN PART, AND HAVE THE RIGHT TO
BID AND PURCHASE AT SUCH SALE, OR (D) LEASE OR OTHERWISE DISPOSE OF ALL OR PART
OF THE COLLATERAL, APPLYING PROCEEDS FROM SUCH DISPOSITION TO THE OBLIGATIONS IN
ACCORDANCE WITH SECTION 8.4.
IF REQUESTED BY AGENT, LOAN PARTIES SHALL PROMPTLY
ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO AGENT AT A PLACE TO BE
DESIGNATED BY AGENT.
AGENT MAY ALSO RENDER ANY OR ALL OF THE COLLATERAL
UNUSABLE AT A LOAN PARTY'S PREMISES AND MAY DISPOSE OF SUCH COLLATERAL ON SUCH
PREMISES WITHOUT LIABILITY FOR RENT OR COSTS.
ANY NOTICE THAT AGENT IS REQUIRED
TO GIVE TO A LOAN PARTY UNDER THE UCC OF THE TIME AND PLACE OF ANY PUBLIC SALE
OR THE TIME AFTER WHICH ANY PRIVATE SALE OR OTHER INTENDED DISPOSITION OF THE
COLLATERAL IS TO BE MADE SHALL BE DEEMED TO CONSTITUTE REASONABLE NOTICE IF SUCH
NOTICE IS GIVEN IN ACCORDANCE WITH THIS AGREEMENT AT LEAST 5 DAYS PRIOR TO SUCH
ACTION.
EFFECTIVE ONLY UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, EACH LOAN PARTY HEREBY IRREVOCABLY APPOINTS AGENT (AND ANY OF
AGENT'S DESIGNATED OFFICERS OR EMPLOYEES) AS SUCH LOAN PARTY'S TRUE AND LAWFUL
ATTORNEY TO: (I) TAKE ANY OF THE ACTIONS SPECIFIED ABOVE IN