ACTIONS, WITHOUT PREJUDICE TO THE RIGHTS OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO ENFORCE ITS CLAIMS AGAINST THE BORROWER IN
ANY MANNER PERMITTED UNDER APPLICABLE LAW:
(A)
DECLARE THE TOTAL COMMITMENT TERMINATED,
WHEREUPON THE COMMITMENT OF EACH LENDER SHALL FORTHWITH TERMINATE IMMEDIATELY
WITHOUT ANY OTHER NOTICE OF ANY KIND;
(B)
DECLARE THE PRINCIPAL OF AND ANY ACCRUED
INTEREST IN RESPECT OF ALL LOANS AND ALL OTHER OBLIGATIONS OWING HEREUNDER TO
BE, WHEREUPON THE SAME SHALL BECOME, FORTHWITH DUE AND PAYABLE WITHOUT
PRESENTMENT, DEMAND, PROTEST OR OTHER NOTICE OF ANY KIND, ALL OF WHICH ARE
HEREBY WAIVED BY THE BORROWER; AND/OR
(C)
EXERCISE ANY OTHER RIGHT OR REMEDY
AVAILABLE UNDER ANY OF THE CREDIT DOCUMENTS OR APPLICABLE LAW;
provided that, if an Event of Default specified in Section 9.1(h) (other than
Section 9.1(h)(x)) shall occur, the result that would occur upon the giving of
written notice by the Administrative Agent as specified in clauses (a) and/or
(b) above shall occur automatically without the giving of any such notice.
SECTION 9.3
APPLICATION OF LIQUIDATION
PROCEEDS.
ALL MONIES RECEIVED BY THE ADMINISTRATIVE AGENT OR ANY LENDER FROM
THE EXERCISE OF REMEDIES HEREUNDER OR UNDER THE OTHER CREDIT DOCUMENTS OR UNDER
ANY OTHER DOCUMENTS RELATING TO THIS AGREEMENT SHALL, UNLESS OTHERWISE REQUIRED
BY THE TERMS OF THE OTHER CREDIT DOCUMENTS OR BY APPLICABLE LAW, BE APPLIED AS
FOLLOWS:
(A)
FIRST, TO THE PAYMENT OF ALL EXPENSES (TO
THE EXTENT NOT OTHERWISE PAID BY THE BORROWER) INCURRED BY THE ADMINISTRATIVE
AGENT AND THE LENDERS IN CONNECTION WITH THE EXERCISE OF SUCH REMEDIES,
INCLUDING, WITHOUT LIMITATION, ALL REASONABLE COSTS AND EXPENSES OF COLLECTION,
REASONABLE DOCUMENTED ATTORNEYS' FEES, COURT COSTS AND ANY FORECLOSURE EXPENSES;
(B)
SECOND, TO THE PAYMENT PRO RATA OF INTEREST
THEN ACCRUED ON THE OUTSTANDING LOANS;
(C)
THIRD, TO THE PAYMENT PRO RATA OF ANY FEES
THEN ACCRUED AND PAYABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER UNDER THIS
AGREEMENT IN RESPECT OF THE LOANS;
(D)
FOURTH, TO THE PAYMENT PRO RATA OF THE
PRINCIPAL BALANCE THEN OWING ON THE OUTSTANDING LOANS;
(E)
FIFTH, TO THE PAYMENT TO THE LENDERS OF ANY
AMOUNTS THEN ACCRUED AND UNPAID UNDER SECTIONS 2.6, 2.7, AND 4.5, AND IF SUCH
PROCEEDS ARE INSUFFICIENT TO PAY SUCH AMOUNTS IN FULL, TO THE PAYMENT OF SUCH
AMOUNTS PRO RATA;
(F)
SIXTH, TO THE PAYMENT PRO RATA OF ALL
OTHER AMOUNTS OWED BY THE BORROWER TO THE ADMINISTRATIVE AGENT OR ANY LENDER
UNDER THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT; AND
(G)
FINALLY, ANY REMAINING SURPLUS AFTER ALL OF
THE OBLIGATIONS HAVE BEEN PAID IN FULL, TO THE BORROWER OR TO WHOMSOEVER SHALL
BE LAWFULLY ENTITLED THERETO.
ARTICLE X.
THE ADMINISTRATIVE AGENT
SECTION 10.1
APPOINTMENT.
EACH LENDER HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS KEYBANK AS ADMINISTRATIVE AGENT TO ACT AS
SPECIFIED HEREIN AND IN THE OTHER CREDIT DOCUMENTS, AND EACH SUCH LENDER HEREBY
IRREVOCABLY AUTHORIZES KEYBANK AS THE ADMINISTRATIVE AGENT FOR SUCH LENDER, TO
TAKE SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER CREDIT