THE COLLATERAL AGENT SHALL BE IN ADDITION TO EVERY OTHER
RIGHT, POWER AND REMEDY SPECIFICALLY GIVEN UNDER THIS AGREEMENT, THE SECURED
HEDGING AGREEMENTS, THE OTHER LOAN DOCUMENTS, THE SENIOR SECURED NOTES INDENTURE
OR NOW OR HEREAFTER EXISTING AT LAW OR IN EQUITY, OR BY STATUTE AND EACH AND
EVERY RIGHT, POWER AND REMEDY WHETHER SPECIFICALLY HEREIN GIVEN OR OTHERWISE
EXISTING MAY BE EXERCISED FROM TIME TO TIME OR SIMULTANEOUSLY AND AS OFTEN AND
IN SUCH ORDER AS MAY BE DEEMED EXPEDIENT BY THE COLLATERAL AGENT.
ALL SUCH
RIGHTS, POWERS AND REMEDIES SHALL BE CUMULATIVE AND THE EXERCISE OR THE
BEGINNING OF THE EXERCISE OF ONE SHALL NOT BE DEEMED A WAIVER OF THE RIGHT TO
EXERCISE ANY OTHER OR OTHERS.
NO DELAY OR OMISSION OF THE COLLATERAL AGENT IN
THE EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY AND NO RENEWAL OR EXTENSION OF
ANY OF THE SECURED OBLIGATIONS AND NO COURSE OF DEALING BETWEEN THE RELEVANT
ASSIGNOR AND THE COLLATERAL AGENT OR ANY HOLDER OF ANY OF THE SECURED
OBLIGATIONS SHALL IMPAIR ANY SUCH RIGHT, POWER OR REMEDY OR SHALL BE CONSTRUED
TO BE A WAIVER OF ANY EVENT OF DEFAULT OR AN ACQUIESCENCE THEREIN.
NO NOTICE TO
OR DEMAND ON ANY ASSIGNOR IN ANY CASE SHALL ENTITLE IT TO ANY OTHER OR FURTHER
NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF ANY
OF THE RIGHTS OF THE COLLATERAL AGENT TO ANY OTHER OR FURTHER ACTION IN ANY
CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
IN THE EVENT THAT THE COLLATERAL AGENT
SHALL BRING ANY SUIT TO ENFORCE ANY OF ITS RIGHTS HEREUNDER AND SHALL BE
ENTITLED TO JUDGMENT, THEN IN SUCH SUIT THE COLLATERAL AGENT MAY RECOVER
EXPENSES, INCLUDING ATTORNEYS' FEES, AND THE AMOUNTS THEREOF SHALL BE INCLUDED
IN SUCH JUDGMENT.
8.7
DISCONTINUANCE OF PROCEEDINGS.
IN CASE THE COLLATERAL AGENT SHALL
HAVE INSTITUTED ANY PROCEEDING TO ENFORCE ANY RIGHT, POWER OR REMEDY UNDER THIS
AGREEMENT BY FORECLOSURE, SALE, ENTRY OR OTHERWISE, AND SUCH PROCEEDING SHALL
HAVE BEEN DISCONTINUED OR ABANDONED FOR ANY REASON OR SHALL HAVE BEEN DETERMINED
ADVERSELY TO THE COLLATERAL AGENT, THEN AND IN EVERY SUCH CASE THE RELEVANT
ASSIGNOR, THE COLLATERAL AGENT AND EACH HOLDER OF ANY OF THE SECURED OBLIGATIONS
SHALL BE RESTORED TO THEIR FORMER POSITIONS AND RIGHTS HEREUNDER WITH RESPECT TO
THE COLLATERAL SUBJECT TO THE SECURITY INTERESTS CREATED UNDER THIS AGREEMENT,
AND ALL RIGHTS, REMEDIES AND POWERS OF THE COLLATERAL AGENT SHALL CONTINUE AS IF
NO SUCH PROCEEDING HAD BEEN INSTITUTED.
8.8
COLLATERAL AGENT'S CALCULATIONS.
(A)
FOR THE PURPOSE OF DETERMINING THE AMOUNT OF THE SECURED
OBLIGATIONS TO BE USED AS A BASIS FOR APPLYING PROCEEDS HEREUNDER, PROMPTLY
AFTER THE DATE THAT THE COLLATERAL AGENT RECEIVES A DEFAULT CERTIFICATION, THE
COLLATERAL AGENT SHALL SEND A COPY THEREOF TO EACH REPRESENTATIVE, AND EACH SUCH
RECIPIENT SHALL DELIVER TO THE COLLATERAL AGENT CERTIFICATIONS AS TO
23
THE SECURED OBLIGATIONS OWED TO THE SECURED PARTIES FOR WHICH SUCH
REPRESENTATIVE ACTS, SUBJECT TO AN ADJUSTMENT AS A RESULT OF THE PROVISIONS