Common use of Remedies in General Clause in Contracts

Remedies in General. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, the right at any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balance, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.

Remedies in General. Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, Pledgee shall havethe Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Collateral Agent, without obligation to resort to other security or to recourse against any guarantor demand of performance or other party secondarily liabledemand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or expressly provided for) to or upon the right at Grantor or any time other Person (all and from time each of which demands, defenses, advertisements and notices are, to time to the extent permitted by applicable law, hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, reselllicense, assign assign, give option or options to purchase, or otherwise dispose of and deliver, in Pledgee's discretion, all deliver the Collateral or any part thereof (or contract to do any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereofforegoing), at public or private salesale or sales, at any exchange, broker's board or office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that delivery without assumption of any credit risk. The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any and all equity and right of redemption shall be automatically waived and released without such private sale or sales, to purchase the whole or any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being Collateral so sold, free of any right or equity of redemption in the Grantor, which right or right of redemptionequity is hereby waived, to the extent permitted by applicable law, or released. The Grantor further agrees that, if an Event of Default has occurred and is continuing, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at the Grantor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of each any such sale shall be applied to the payment of collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind for sale incurred therein or delivery, including reasonable compensation incidental to the agents care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent hereunder, including, without limitation, reasonable attorneys' fees and attorneys of Pledgeedisbursements, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment in whole or in part of the Obligations Obligations, in such order as Pledgee the Collateral Agent may deem fit. The balanceelect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, remaining after payment in full to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent arising out of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance exercise by it of an Event of Defaultany rights hereunder, Pledgee shall also haveprovided, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided that nothing contained in this Section 78 shall relieve the Collateral Agent from liability arising solely from its gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the right at proceeds of any time and from time to time, but not the obligation, to exercise ownership sale or other disposition of the Pledged Securities Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent to take all actions as may be permitted under applicable lawcollect such deficiency.

Remedies in General. Upon In the occurrence event of acceleration pursuant to Subsection 9.2.1 (Acceleration upon Insolvency) or Subsection 9.2.2 (Acceleration upon Other Defaults), all principal and during the continuance of an Event of Defaultinterest, Pledgee premium, fees, and other amounts shall havethereupon become and be immediately due and payable, without obligation to resort to other security or to recourse against any guarantor presentation, demand, protest, notice of protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Borrower; and the Administrative Agent (acting directly or through appointment of one or more trustees of the Administrative Agent’s choosing) may proceed to protect and enforce its rights and those of the Issuing Bank and the Lenders under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. In addition to all other rights hereunder or under Law, the event Administrative Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any such salecovenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by Law or otherwise. Further, Pledgee shall, at least 10 days before the sale, give Pledgor notice Administrative Agent shall be entitled to the appointment of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee a trustee or Pledgor may purchase receiver for all or any part of the Pledged Securities being soldbusinesses of the Borrower or any of its Subsidiaries, free which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any equity of such rights or right remedies or of redemption. The proceeds of each such sale shall be applied any other rights or remedies available to the payment of all costs and expenses of every kind for sale Administrative Agent, the Issuing Bank or delivery, including reasonable compensation to the agents and attorneys of Pledgeeany Lender, and all other expensesno course of dealing between the Borrower or any of its Subsidiaries, liabilities and advances made or incurred by Pledgee in connection therewithon one hand, and after deducting such costs and expenses from the proceeds of saleAdministrative Agent, Pledgee shall apply the Issuing Bank or any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balanceLender, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to on the other remedies provided hand, or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAdministrative Agent.

Remedies in General. Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing the Holder may exercise, Pledgee shall havein addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Holder, without obligation to resort to other security or to recourse against any guarantor demand of performance or other party secondarily liabledemand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or expressly provided for) to or upon the right at Grantor or any time other Person (all and from time each of which demands, defenses, advertisements and notices are, to time to the extent permitted by applicable law, hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, reselllicense, assign assign, give option or options to purchase, or otherwise dispose of and deliver, in Pledgee's discretion, all deliver the Collateral or any part thereof (or contract to do any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereofforegoing), at public or private salesale or sales, at any exchange, broker’s board or office of the Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that delivery without assumption of any credit risk. The Holder shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any and all equity and right of redemption shall be automatically waived and released without such private sale or sales, to purchase the whole or any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being Collateral so sold, free of any right or equity of redemption in the Grantor, which right or right of redemptionequity is hereby waived, to the extent permitted by applicable law, or released. The Grantor further agrees that, if an Event of Default has occurred and is continuing, at the Holder’s request, the Grantor shall assemble the Collateral and make it available to the Holder at places which the Holder shall reasonably select, whether at the Grantor’s premises or elsewhere. The Holder shall apply the net proceeds of each any such sale shall be applied to the payment of collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind for sale incurred therein or delivery, including reasonable compensation incidental to the agents care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Holder hereunder, including, without limitation, reasonable attorneys’ fees and attorneys of Pledgeedisbursements, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment in whole or in part of the Obligations Obligations, in such order as Pledgee the Holder may deem fit. The balanceelect, and only after such application and after the payment by the Holder of any other amount required by any provision of law, need the Holder account for the surplus, if any, remaining after payment in full to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Holder arising out of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance exercise by it of an Event of Defaultany rights hereunder, Pledgee shall also haveprovided, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided that nothing contained in this Section 78 shall relieve the Holder from liability arising solely from its gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the right at proceeds of any time and from time to time, but not the obligation, to exercise ownership sale or other disposition of the Pledged Securities Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Holder to take all actions as may be permitted under applicable lawcollect such deficiency.

Remedies in General. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, the right at any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balance, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the 3 other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.

Remedies in General. Upon the occurrence of any event described in Section 9.1.10 (Discontinuance of Business; Insolvency), the entire unpaid principal balance of the Notes, and during interest accrued and premium, if any, thereon, and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the continuance other Loan Documents, shall be immediately due and payable by the Company and the Commitment shall terminate without presentation, demand, protest, notice of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Company. In Upon the event occurrence of any such saleother Event of Default, Pledgee shallor at any time thereafter, at least 10 days before if any Event of Default shall then be continuing, the saleAgent may (and shall if directed by the necessary Lenders pursuant to Subsection 12.12.1 (Actions by Agent)) by written notice to the Company, give Pledgor notice declare the entire unpaid principal balance or any portion of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase the principal balance of all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of PledgeeNotes, and all other expenses, liabilities interest accrued and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balancepremium, if any, remaining after payment in full thereon and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the other Loan Documents, to be immediately due and payable by the Company and the Commitment shall terminate or, if no principal balance shall be outstanding, the Agent may terminate the Commitment. Such principal and interest, premium, fees, and other amounts shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company; and the Agent (acting directly or through appointment of one or more trustees of the Obligations shall be paid over Agent's choosing) may proceed to Pledgorprotect and enforce its rights and those of the Issuing Bank, the Lenders and other Senior Secured Parties under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. Upon the occurrence and during the continuance of an Event of DefaultIt is agreed that, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to all other rights hereunder or under law, the Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any covenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by law or otherwise. Further, the Lenders shall be entitled to the appointment of a trustee or receiver for all or any part of the businesses of the Company or any of its Subsidiaries, which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this - 90 - Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any of such rights or remedies provided or of any other rights or remedies available to the Agent or any Lender, and no course of dealing between the Company and the Agent or any Lender or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAgent or any Lender.

Remedies in General. Upon In the occurrence event of acceleration pursuant to Subsection 9.2.1 (Acceleration upon Insolvency) or Subsection 9.2.2 (Acceleration upon Other Defaults), all principal and during the continuance of an Event of Defaultinterest, Pledgee premium, fees, and other amounts shall havethereupon become and be immediately due and payable, without obligation to resort to other security or to recourse against any guarantor presentation, demand, protest, notice of protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Borrower; and the Agent (acting directly or through appointment of one or more trustees of the Agent’s choosing) may proceed to protect and enforce its rights and those of the Issuing Banks and the Lenders under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. In addition to all other rights hereunder or under Law, the event Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any such salecovenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by Law or otherwise. Further, Pledgee shallto the extent permitted under law, at least 10 days before the sale, give Pledgor notice Agent shall be entitled to the appointment of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee a trustee or Pledgor may purchase receiver for all or any part of the Pledged Securities being soldbusinesses of the Borrower or any of its Subsidiaries, free which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any equity of such rights or right remedies or of redemption. The proceeds of each such sale shall be applied any other rights or remedies available to the payment of all costs and expenses of every kind for sale Agent, any Issuing Bank or delivery, including reasonable compensation to the agents and attorneys of Pledgeeany Lender, and all other expensesno course of dealing between the Borrower or any of its Subsidiaries, liabilities and advances made or incurred by Pledgee in connection therewithon one hand, and after deducting such costs and expenses from the proceeds of saleAgent, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balanceIssuing Bank or any Lender, if any, remaining after payment in full of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to on the other remedies provided hand, or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAgent.

Remedies in General. Upon the occurrence and during the continuance of If an Event of DefaultDefault has occurred and is continuing, Pledgee shall havethe Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Collateral Agent, without obligation to resort to other security or to recourse against any guarantor demand of performance or other party secondarily liabledemand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below or expressly provided for) to or upon the right at Grantor or any time other Person (all and from time each of which demands, defenses, advertisements and notices are, to time to the extent permitted by applicable law, hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, reselllicense, assign assign, give option or options to purchase, or otherwise dispose of and deliver, deliver the Collateral (other than funds held in Pledgee's discretion, all the Collateral Account) or any part thereof (or contract to do any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereofforegoing), at public or private salesale or sales, at any exchange, broker's board or office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that delivery without assumption of any credit risk. The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any and all equity and right of redemption shall be automatically waived and released without such private sale or sales, to purchase the whole or any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly waived. In the event of any such sale, Pledgee shall, at least 10 days before the sale, give Pledgor notice of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase all or any of the Pledged Securities being Collateral so sold, free of any right or equity of redemption in the Grantor, which right or right of redemptionequity is hereby waived, to the extent permitted by applicable law, or released. The Grantor further agrees that, if an Event of Default has occurred and is continuing, at the Collateral Agent's request, to assemble the Collateral (other than funds held in the Collateral Account) and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at the Grantor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of each any such sale shall be applied to the payment of collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind for sale incurred therein or delivery, including reasonable compensation incidental to the agents care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent hereunder, including, without limitation, reasonable attorneys' fees and attorneys of Pledgeedisbursements, and all other expenses, liabilities and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment in whole or in part of the Obligations Obligations, in such order as Pledgee the Collateral Agent may deem fit. The balanceelect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, remaining after payment in full to the Grantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent arising out of the Obligations shall be paid over to Pledgor. Upon the occurrence and during the continuance exercise by it of an Event of Defaultany rights hereunder, Pledgee shall also haveprovided, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided that nothing contained in this Section 78 shall relieve the Collateral Agent from liability arising solely from its gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. The Grantor shall remain liable for any deficiency if the right at proceeds of any time and from time to time, but not the obligation, to exercise ownership sale or other disposition of the Pledged Securities Collateral are insufficient to pay the Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent to take all actions as may be permitted under applicable lawcollect such deficiency.

Remedies in General. Upon the occurrence and during the continuance of an Event of DefaultDefault which shall be continuing, the Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable, have the right at any time and from time to time to sell, resell, assign and deliver, in the Pledgee's discretion, all or any of the Pledged Pledge Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as the Pledgee may determine, the Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of the Pledgor, and in connection therewith the Pledgee may grant options, all without any demand, advertisement or notice, all of which are hereby expressly expressed waived. In the event of any such sale, the Pledgee shall, at least 10 days before the sale, give the Pledgor notice of its intention to sell which notice the Pledgor agrees is reasonable. Upon each such sale, sale the Pledgee or the Pledgor may purchase all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of Pledgee, the Pledgee and all other expenses, liabilities and advances made or incurred by the Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, the Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fitObligations, the Pledgor remaining liable for any deficiency. The balance, if any, remaining after payment in full of the Obligations shall be paid over to the Pledgor. Upon the occurrence and during the continuance of an Event of Default, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to the other remedies provided in this Section 7, the right at any time and from time to time, but not the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable law.

Remedies in General. Upon the occurrence of any event described in Section 8.1.10 (Insolvency), the entire unpaid principal balance of the Notes, and during interest accrued and premium, if any, thereon, and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the continuance other Loan Documents, shall be immediately due and payable by the Company and the Commitment shall terminate without presentation, demand, protest, notice of an Event of Default, Pledgee shall have, without obligation to resort to other security or to recourse against any guarantor protest or other party secondarily liable, the right at notice of dishonor of any time and from time to time to sell, resell, assign and deliver, in Pledgee's discretion, all or any of the Pledged Securities, in one or more parcels at the same or different times, and all right, title, interest, claim and demand therein and right of redemption thereof, at public or private sale, for cash, upon credit or for immediate or future delivery, and at such price or prices and on such terms as Pledgee may determine, Pledgor hereby agreeing that upon any such sale any and all equity and right of redemption shall be automatically waived and released without any further action on the part of Pledgor, and in connection therewith Pledgee may grant options, all without any demand, advertisement or noticekind, all of which are hereby expressly waivedwaived by the Company. In Upon the event occurrence of any such saleother Event of Default, Pledgee shallor at any time thereafter, at least 10 days before if any Event of Default shall then be continuing, the saleAgent may (and shall if directed by the necessary Lenders pursuant to Subsection 12.6.1 (Actions upon Default)) by written notice to the Company, give Pledgor notice declare the entire unpaid principal balance or any portion of its intention to sell which notice Pledgor agrees is reasonable. Upon each such sale, Pledgee or Pledgor may purchase the principal balance of all or any of the Pledged Securities being sold, free of any equity or right of redemption. The proceeds of each such sale shall be applied to the payment of all costs and expenses of every kind for sale or delivery, including reasonable compensation to the agents and attorneys of PledgeeNotes, and all other expenses, liabilities interest accrued and advances made or incurred by Pledgee in connection therewith, and after deducting such costs and expenses from the proceeds of sale, Pledgee shall apply any residue to the payment of the Obligations in such order as Pledgee may deem fit. The balancepremium, if any, remaining after payment in full thereon and any unpaid accrued Commitment Fees and all other amounts accrued hereunder or under the other Loan Documents, to be immediately due and payable by the Company and the Commitment shall terminate or, if no principal balance shall be outstanding, the Agent may terminate the Commitment. Such principal and interest, premium, fees, and other amounts shall thereupon become and be immediately due and payable, without presentation, demand, protest, notice of protest or other notice of dishonor of any kind, all of which are hereby expressly waived by the Company; and the Agent (acting directly or through appointment of one or more trustees of the Obligations shall be paid over Agent's choosing) may proceed to Pledgorprotect and enforce its rights and those of the Issuing Bank, the Lenders and other Senior Secured Parties under the Loan Documents in any manner or order it deems expedient without regard to any equitable principles of marshalling or otherwise. Upon the occurrence and during the continuance of an Event of DefaultIt is agreed that, Pledgee shall also have, without obligation to resort to other security or to recourse against any guarantor or other party secondarily liable and in addition to all other rights hereunder or under law, the Agent shall have the right to institute proceedings in equity or other appropriate proceedings for the specific performance of any covenant or agreement made in any of the Loan Documents or for an injunction against the violation of any of the terms of any of the Loan Documents or in aid of the exercise of any power granted in any of the Loan Documents or by law or otherwise. Further, the Lenders shall be entitled to the appointment of a trustee or receiver for all or any part of the businesses of the Company or any of its Subsidiaries, which trustee or receiver shall have such powers as may be conferred by the appointing authority. All rights and remedies given by this Agreement, the Notes and the other Loan Documents are cumulative and not exclusive of any of such rights or remedies provided or of any other rights or remedies available to the Agent or any Lender, and no course of dealing between the Company and the Agent or any Lender or any delay or omission in this Section 7exercising any right or remedy shall operate as a waiver of any right or remedy, the and every right at any time and remedy may be exercised from time to time, but not time and as often as shall be deemed appropriate by the obligation, to exercise ownership of the Pledged Securities and to take all actions as may be permitted under applicable lawAgent or any Lender.