DEFAULT
(UNLESS A LONGER NOTICE PERIOD IS OTHERWISE PROVIDED HEREIN OR IN SUCH OTHER
LOAN DOCUMENT); PROVIDED, HOWEVER, THAT IF SUCH NON-MONETARY DEFAULT IS
SUSCEPTIBLE OF CURE BUT CANNOT REASONABLY BE CURED WITHIN SUCH THIRTY (30) DAY
PERIOD AND SUCH BORROWER OR GUARANTOR, AS APPLICABLE, SHALL HAVE COMMENCED TO
CURE SUCH DEFAULT WITHIN SUCH THIRTY (30) DAY PERIOD AND THEREAFTER DILIGENTLY
AND EXPEDITIOUSLY PROCEEDS TO CURE THE SAME, SUCH THIRTY (30) DAY PERIOD SHALL
BE EXTENDED FOR AN ADDITIONAL THIRTY (30) DAYS;
then, upon the occurrence of any such Event of Default and at any time
thereafter, Agent or Collateral Agent or its successors or assigns, may, in
addition to any other rights or remedies available to it pursuant to this
Agreement, the Guaranty and the other Loan Documents, or at law or in equity,
take such action, without further notice or demand, as Agent on behalf of the
Lenders or its successors or assigns, deems advisable to protect and enforce its
rights against Borrower or Guarantor, as applicable, and in and to all or any
portion of the Collateral (including, without limitation, declaring the entire
Indebtedness to be immediately due and payable) and may enforce or avail itself
of any or all rights or remedies provided in the Loan Documents against
Borrower, Guarantor and/or the Collateral (including, without limitation, all
rights or remedies available at law or in equity).
SECTION 7.2.
REMEDIES.
(A)
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, ALL OR ANY ONE OR MORE
OF THE RIGHTS, POWERS, OTHER REMEDIES AVAILABLE TO AGENT OR COLLATERAL AGENT OR
THE LENDERS AGAINST BORROWER UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS EXECUTED BY OR WITH RESPECT TO BORROWER, OR AT LAW OR IN EQUITY MAY BE
EXERCISED BY LENDERS AT ANY TIME AND FROM TIME TO TIME, WHETHER OR NOT ALL OR
ANY PORTION OF THE INDEBTEDNESS SHALL BE DECLARED DUE AND PAYABLE, AND WHETHER
OR NOT AGENT SHALL HAVE COMMENCED ANY FORECLOSURE PROCEEDING OR OTHER ACTION FOR
THE ENFORCEMENT OF ITS RIGHTS AND REMEDIES UNDER ANY OF THE LOAN DOCUMENTS WITH
RESPECT TO ALL OR ANY PORTION OF THE COLLATERAL. ANY SUCH ACTIONS TAKEN BY AGENT
OR COLLATERAL AGENT SHALL BE CUMULATIVE AND CONCURRENT AND MAY BE PURSUED
INDEPENDENTLY, SINGLY, SUCCESSIVELY, TOGETHER OR OTHERWISE, AT SUCH TIME AND IN
SUCH ORDER AS AGENT MAY DETERMINE IN ITS SOLE DISCRETION, TO THE FULLEST EXTENT
PERMITTED BY LAW, WITHOUT IMPAIRING OR OTHERWISE AFFECTING THE OTHER RIGHTS AND
REMEDIES OF AGENT AND THE LENDERS PERMITTED BY LAW, EQUITY OR CONTRACT OR AS SET
FORTH HEREIN OR IN THE OTHER LOAN DOCUMENTS.
(B)
IN THE EVENT OF THE FORECLOSURE OR OTHER ACTION BY AGENT OR
COLLATERAL AGENT TO ENFORCE AGENT'S REMEDIES IN CONNECTION WITH ALL OR ANY
PORTION OF THE COLLATERAL, AGENT SHALL APPLY ALL NET PROCEEDS RECEIVED TO REPAY
THE INDEBTEDNESS IN ACCORDANCE WITH SECTION 3.8, THE INDEBTEDNESS SHALL BE
REDUCED TO THE EXTENT OF SUCH NET PROCEEDS AND THE REMAINING PORTION OF THE
INDEBTEDNESS SHALL REMAIN OUTSTANDING