OF ANY "DEFAULT" AND "EVENT OF DEFAULT"
UNDER, AND AS DEFINED IN, THE CREDIT AGREEMENT SHALL CONSTITUTE A DEFAULT AND
EVENT OF DEFAULT, RESPECTIVELY, HEREUNDER.
5.2.
ACCELERATION AND REMEDIES.
UPON THE ACCELERATION OF THE
OBLIGATIONS UNDER THE CREDIT AGREEMENT PURSUANT TO ARTICLE VII THEREOF, THE
OBLIGATIONS UNDER THE CREDIT AGREEMENT AND, TO THE EXTENT PROVIDED FOR UNDER THE
SWAP AGREEMENTS AND THE BANKING SERVICES AGREEMENTS EVIDENCING THE SAME, THE
SWAP OBLIGATIONS AND THE BANKING SERVICES OBLIGATIONS, SHALL IMMEDIATELY BECOME
DUE AND PAYABLE WITHOUT PRESENTMENT, DEMAND, PROTEST OR NOTICE OF ANY KIND, ALL
OF WHICH ARE HEREBY EXPRESSLY WAIVED, AND THE ADMINISTRATIVE AGENT MAY, WITH THE
CONCURRENCE OR AT THE DIRECTION OF THE REQUIRED LENDERS, EXERCISE ANY OR ALL OF
THE FOLLOWING RIGHTS AND REMEDIES:
5.2.1
THOSE RIGHTS AND REMEDIES PROVIDED IN THIS SECURITY AGREEMENT, THE CREDIT
AGREEMENT, OR ANY OTHER LOAN DOCUMENT, PROVIDED THAT THIS SECTION 5.2.1 SHALL
NOT BE UNDERSTOOD TO LIMIT ANY RIGHTS OR REMEDIES AVAILABLE TO THE
ADMINISTRATIVE AGENT AND THE HOLDERS OF SECURED OBLIGATIONS PRIOR TO A DEFAULT.
5.2.2
THOSE RIGHTS AND REMEDIES AVAILABLE TO A SECURED PARTY UNDER THE NEW YORK
UCC (WHETHER OR NOT THE NEW YORK UCC APPLIES TO THE AFFECTED COLLATERAL) OR
UNDER ANY OTHER APPLICABLE LAW (INCLUDING, WITHOUT LIMITATION, ANY LAW GOVERNING
THE EXERCISE OF A BANK'S RIGHT OF SETOFF OR BANKERS' LIEN) WHEN A DEBTOR IS IN
DEFAULT UNDER A SECURITY AGREEMENT.
5.2.3
WITHOUT NOTICE EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 8.1 HEREOF OR
ELSEWHERE HEREIN, SELL, LEASE, ASSIGN, GRANT AN OPTION OR OPTIONS TO PURCHASE OR
OTHERWISE DISPOSE OF THE COLLATERAL OR ANY PART THEREOF IN ONE OR MORE PARCELS
AT PUBLIC OR PRIVATE SALE, FOR CASH, ON CREDIT OR FOR FUTURE DELIVERY, AND UPON
SUCH OTHER TERMS AS THE ADMINISTRATIVE AGENT MAY DEEM COMMERCIALLY REASONABLE.
The Administrative Agent, on behalf of the secured parties, may comply with any
applicable state or federal law requirements in connection with a disposition of
the Collateral, and such compliance will not be considered to adversely affect
the commercial reasonableness of any sale of the Collateral.
If, after the Credit Agreement has terminated by its terms and all of the
Secured Obligations have been paid in full, there remain outstanding Swap
Obligations or Banking Services Obligations, the Required Lenders may exercise
the remedies provided in this Section 5.2 upon the occurrence of any event which
would allow or require the termination or acceleration of any Swap Obligations
or Banking Services Obligations.
5.3.
GRANTORS' OBLIGATIONS UPON DEFAULT.
UPON THE REQUEST OF THE
ADMINISTRATIVE AGENT AFTER THE OCCURRENCE OF A DEFAULT, EACH GRANTOR WILL:
5.3.1
ASSEMBLY OF COLLATERAL.
ASSEMBLE AND MAKE AVAILABLE TO THE
ADMINISTRATIVE AGENT THE COLLATERAL AND ALL RECORDS RELATING THERETO AT ANY
PLACE OR PLACES SPECIFIED BY THE ADMINISTRATIVE AGENT.
5.3.2
SECURED PARTY ACCESS.
PERMIT THE ADMINISTRATIVE AGENT, BY THE
ADMINISTRATIVE AGENT'S REPRESENTATIVES AND AGENTS, TO ENTER ANY PREMISES WHERE
ALL OR ANY PART OF THE COLLATERAL,
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OR THE BOOKS AND RECORDS RELATING THERETO, OR BOTH, ARE LOCATED, TO TAKE