Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon The Trustee shall have the happening right at any time, upon the occurrence and during the continuance of an Event of Default specified in Subsections 7.01 (f) or (g)and upon written notice to such Grantor of its intention to do so, to notify the obligations Obligors under any Assigned Agreements, Receivables and Related Contracts of the Banks assignment of such Assigned Agreements, Receivables and Related Contracts to the LC Issuer Trustee and (subject to the provisions of the Intercreditor Agreement) to direct such Obligors to make Credit Extensions hereunder shall automatically terminate payment of all amounts due or to become due to such Grantor thereunder directly to the Trustee and, upon such notification and all Obligations then outstanding hereunder and at the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part expense of the Administrative Agentsuch Grantor, any Bank or the LC Issuer. Upon the happening and during the continuation to enforce collection of any other Event of Defaultsuch Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the Administrative Agent mayamount or payment thereof, or upon in the request of same manner and to the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or bothsame extent as such Grantor might have done, and upon such declaration to otherwise exercise all rights with respect to the Obligations they shall become immediately due such Assigned Agreements, Receivables and payable. In either caseRelated Contracts, the entire principal and interest shall thereupon become immediately due and payableincluding, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Trustee referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, notice instruments) received by such Grantor in respect of intent to accelerate maturity or notice the Assigned Agreements, Receivables and Related Contracts of acceleration such Grantor shall be received in trust for the benefit of maturity) the Trustee hereunder, shall be segregated from other funds of such Grantor and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided shall (subject to the contrary elsewhere herein, all provisions of which are hereby expressly waived the Intercreditor Agreement) be forthwith paid over to the Trustee in the same form as so received (with any necessary indorsement) to be held by the Borrower. If, within thirty Trustee as additional collateral security hereunder and either (30A) days after acceleration released to such Grantor so long as no Event of the maturity of the Obligations Default shall have occurred and be continuing or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 20(c) at the direction of the holders of more than 50% in aggregate principal amount of the Notes then outstanding and (other than any Event of Default specified in subsections 7.01(fii) such Grantor will not adjust, settle or (g)) and before any judgement compromise the amount or decree for the payment of the Obligations any Receivable or amount due shall have been obtained on any Assigned Agreement or enteredRelated Contract, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans release wholly or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCspartly any Obligor thereof, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationor allow any credit or discount thereon.

Rights Upon Default. Upon In addition to Pledgee's rights referenced in Paragraph 2(b) above, in the happening event of an Event of Default specified in Subsections 7.01 (f) or (g)an Acceleration of Payment under the Notes, then or at any time thereafter, while such condition shall continue, the obligations of the Banks and the LC Issuer Pledgee may declare all outstanding Obligations to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately be due and payable without regardless of their terms, and the Pledgee shall have, in addition to any election other rights and remedies contained in this Agreement and in the Notes, any other agreements, guarantees, notes, instruments and documents heretofore, now, or action on at any time or times hereafter executed by the part Pledgor and delivered to the Pledgee, all of the Administrative Agent, any Bank or the LC Issuer. Upon the happening rights and during the continuation remedies of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (a secured party under law including, without limitation, notice all the rights and remedies of intent to accelerate maturity or notice a secured party under the Uniform Commercial Code in force in the State of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere hereinNew York, all of which are hereby expressly waived rights and remedies shall be cumulative, and none exclusive, to the extent permitted by the Borrowerlaw. If22: 5. Transfer of Shares in Event of Default or Acceleration of Payment. 23: (a) Without limiting any other rights of Pledgee, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of upon any Event of Default or Acceleration of Payment under the Notes, either Pledgee may provide written notice to the Escrow Agent that an event of default (other than any Event a "Default Event") has occurred, the nature of the Default specified Event, and directing the Escrow Agent to distribute the Shares to the Pledgee ("Default Notice"). Promptly upon receipt by the Escrow Agent of the Default Notice from the Pledgee, the Escrow Agent shall send to Pledgor a copy of the Default Notice. If the Escrow Agent does not receive a written Notice of Objection (as defined in subsections 7.01(fParagraph 8(a) hereof) from Pledgor disputing and objecting to the Default Notice within ten (10) days after the Escrow Agent forwards the Default Notice to the Pledgor, then the Escrow Agent shall distribute the Witcosky Shares to Witcosky and the Trust Shares to the Trust. If the Escrow Agent receives a Notice of Objection within such ten (10) day period, it shall not distribute the Shares until it shall have received a notice from both the Pledgee and Pledgor ("Resolution Notice") or a final non-appealable order from a court of competent jurisdiction (g)an "Order") directing the Escrow Agent as to the distribution of the Shares. The Escrow Agent may conclusively rely on any Resolution Notice. All actions taken by the Escrow Agent pursuant to an Order shall be conclusively presumed to be taken in good faith. 24: (b) Following receipt of the Shares, Pledgee may sell the Shares or any part thereof in one or more parcels at public or private sale, at such price or prices and before on such other terms as are commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to the Pledgor of the time and place of any judgement public sale or decree for at least twenty (20) days notice to the Pledgor of the time and place of any private sale shall constitute reasonable notification. Pledgee shall not be obligated to make any sale of Shares regardless of notice of sale having been given. Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The proceeds of any collection or sale or disposition of the Shares shall be applied towards the Obligations in the following order: 25: (i) first, to the payment of all reasonable expenses and costs, including legal fees and disbursements, relating to the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct commencement and prosecution of an action with respect to the Obligations relating enforcement of the Notes and the exercise of Pledgee's rights under this Agreement, including, without limitation, all reasonable expenses in connection with such sale or disposition of the Shares and the expenses of the Escrow Agent; 26: (ii) second, to unpaid interest due upon each Note, in proportion to the Loans or the LC Issuer amount of unpaid interest on each Note; 27: (iii) third, to unpaid principal due on each Note, in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice proportion to the Borrower, rescind amount of unpaid principal on each Note; and annul such acceleration and/or termination.28: (iv) any remaining balance shall be paid to Pledgor. 29:

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (fg) or (gh), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks Super-Majority subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f7.01(g) or (gh)) and before any judgement judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks Super-Majority (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening occurrence and continuance of an any Event ------------------- of Default specified Default, the Secured Creditor shall have and may exercise any or all of the following rights (all of which rights shall be cumulative); provided, however, the Secured Creditor shall be under no duty or obligation to do so: (a) to receive all Distributions and any other amounts payable in Subsections 7.01 respect of the Collateral otherwise payable under paragraph 8 below to the Pledgor; (fb) To exercise from time to time any and all rights and remedies of a secured party under the UCC and any and all rights and remedies available to it under any other applicable law. (c) To dispose of the Collateral under the UCC and, in such case, if any notice is required under the UCC, the giving of five (5) days written notice to the Pledgor as set forth in paragraph 11 hereof shall constitute reasonable notice to the Pledgor provided, however, that this Pledge Agreement and this subparagraph (c) shall not, of itself, require the giving of any such written notice. (d) To declare the Liabilities secured hereby, or any of them (gnotwithstanding any provision thereof), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without demand or notice of any election kind and the same thereupon shall immediately become due and payable without demand or action notice, and from and after the date of default the amount due on the part Liabilities shall from and thereafter bear interest at the Default Rate as defined in the Receivables Loan Agreement. (e) To immediately offset against the Liabilities all other monies due or to become due Pledgor from the Secured Creditor. (f) To exercise any other remedies available to the Secured Creditor under applicable law or any other agreement. (g) All proceeds resulting from the disposition of any of the Administrative AgentCollateral shall be applied without marshalling of assets (i) first to the expenses of retaking and preparing the Collateral for sale including expenses of sale, any Bank or (ii) next to other costs and attorneys' fees incurred by the LC Issuer. Upon Secured Creditor in exercising its rights under this Pledge Agreement, (iii) next to the happening payment of interest and/or principal due on the Liabilities, as the Secured Creditor may determine, and during the continuation of (iv) finally to any other Event of Default, moneys due the Administrative Agent may, or Secured Creditor from Pledgor . (h) To make demand upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer Company to make Credit Extensions hereunder, or declare directly to the Obligations to be immediately due and payable, or both, and upon such declaration Secured Creditor all payments with respect to the Obligations they shall become immediately due and payableShares such as, for example, dividends, liquidation payments, etc. In either caseFurther, the entire principal and interest Secured Creditor shall thereupon become immediately due and payablehave the right, without notice (includingbut not the duty, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided thereafter exercise all rights with respect to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree voting privileges for the payment of Shares and upon notice from the Obligations due shall have been obtained or enteredSecured Creditor, the Required Banks (in their sole discretion) Pledgor shall direct no longer exercise any voting rights with respect to the Obligations relating to Shares, or if so directed by the Loans or Secured Creditor, shall vote the LC Issuer (in Shares as directed by the Secured Creditor. The exercise by the Secured Creditor of any of its sole discretion) shall direct rights hereunder with respect to Obligations relating the voting of the Shares shall not constitute in any way an election by the Secured Creditor to Facility LCsbecome owner of the Shares and until such time as the Secured Creditor has so exercised its rights hereunder, the Administrative Agent shall, by notice Pledgor shall be entitled to exercise all voting privileges with respect to the Borrower, rescind and annul such acceleration and/or terminationShares.

Rights Upon Default. Upon If the happening of an Event Events of Default specified in Subsections 7.01 (fSections 6(d) or (g)and 6(e) shall occur, the Banks' obligations of the Banks to make Loans hereunder shall immediately terminate and any Loan (with accrued interest thereon) and other amounts owing under this Agreement and the LC Issuer to make Credit Extensions hereunder Master Notes shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically immediately become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuerpayable. Upon the happening and during the continuation of If any other Event of DefaultDefault shall occur, the Administrative Agent mayBanks may (i) by notice of default to Borrower, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations Banks' obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to Borrower, declare any Loan and all amounts owing hereunder and under the Master Notes to be immediately due and payablepayable forthwith, or both, and upon such declaration with respect to whereupon the Obligations they same shall become immediately due and payable. In either caseExcept as expressly provided above in this Section, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, protest and further notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which kind are hereby expressly waived by waived. Notwithstanding the Borrower. Ifforegoing, within thirty (30the Banks' obligations to maintain the confidentiality of any nonpublic financial information of Borrower provided to Banks pursuant to Section 4(a) days after acceleration of this Agreement shall survive the maturity of the Obligations or termination of its other obligations hereunder. In the obligations event of the Banks and LC Issuer to make Credit Extensions hereunder as the result any occurrence of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) Default, Borrower shall pay all costs and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required expenses which may be incurred by Banks (in their sole discretion) shall direct with respect thereto and with respect to the Obligations relating collection of any amounts due Banks pursuant hereto or the enforcement of any provisions hereof, including reasonable attorneys' fees and expenses of litigation, and all such sums shall be and become part of the indebtedness pursuant to this Agreement. In addition to and not in lieu of any other right or remedy they may have at any time, Banks at any time and from time to time at their election, may (but they shall not be required to) do or perform or comply with or cause to be done or performed or complied with anything which Borrower may be required to do or comply with under this Agreement if Borrower shall fail to do so; Borrower shall reimburse Banks upon demand for any reasonable cost or expense Banks may pay or incur in such respect, together with interest thereon at the Prime Rate plus two percent (2%) from the date of such demand until paid. The failure of Banks at any time or from time to time to exercise any right or remedy, whether arising from or by virtue of any event of default or otherwise, shall not constitute a waiver of any such right or remedy and shall not impair the right of Banks to exercise such right or remedy or any other right or remedy thereafter or to insist upon strict performance. No waiver of any right or remedy by Banks shall be valid or effective unless made in writing and signed by an officer of each Bank. Any effective waiver of any right or remedy shall not be deemed to constitute a waiver of any other right or remedy then existing or which may thereafter arise or accrue. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Upon the occurrence of any Event of Default, and pursuant to the Loans or provisions of this Section, Banks may sue to enforce the LC Issuer (in its sole discretion) shall direct with respect obligations of Borrower pursuant to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationthis Agreeme▇▇.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13Banks, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. (a) Upon the happening occurrence of an any Event of Default specified in Subsections 7.01 Sections 7.1 (fe) or (gf), immediately and without notice, (i) all Obligations shall become due and payable, without presentment, demand, protest, notice of protest or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity or other notice of any kind, all of which are expressly waived by the obligations of Borrowers, (ii) the Banks Facility Amounts shall immediately terminate unless and until the Lenders, the Issuing Bank and the LC Issuer Administrative Agent shall reinstate the same in writing and (iii) the Borrowers shall be required to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and Cash Collateralize the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. L/C Exposure in accordance with Section 2.28. (b) Upon the happening and during the continuation occurrence of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13Majority Lenders, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereundershall, or (i) declare the all Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. IfBorrowers, within thirty (30ii) days after acceleration of declare the maturity of Facility Amounts terminated, whereupon the Obligations or termination of Facility Amounts shall immediately terminate unless and until the obligations of Lenders, the Banks Issuing Bank and LC Issuer the Administrative Agent shall reinstate the same in writing and (iii) require that the Borrowers Cash Collateralize the L/C Exposure in accordance with Section 2.28. (c) In addition to make Credit Extensions hereunder as the result foregoing, upon the occurrence of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCsDefault, the Administrative Agent shallAgent, with the consent of the Majority Lenders, in accordance with the provisions of this Agreement may exercise any or all of its rights and remedies provided by notice law or pursuant to the Borrower, rescind and annul such acceleration and/or terminationLoan Documents.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks Super-Majority subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks Super-Majority (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.139.12, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon The Collateral Agent shall have the happening right at any time, upon the occurrence and during the continuance of an Event of Default specified in Subsections 7.01 (f) or (g)and upon written notice to such Grantor of its intention to do so, to notify the obligations Obligors under any Assigned Agreements, Receivables and Related Contracts of the Banks assignment of such Assigned Agreements, Receivables and Related Contracts to the LC Issuer Collateral Agent and to direct such Obligors to make Credit Extensions hereunder shall automatically terminate payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and all Obligations then outstanding hereunder and at the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part expense of the Administrative Agentsuch Grantor, any Bank or the LC Issuer. Upon the happening and during the continuation to enforce collection of any other Event of Defaultsuch Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the Administrative Agent mayamount or payment thereof, or upon in the request of same manner and to the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or bothsame extent as such Grantor might have done, and upon such declaration to otherwise exercise all rights with respect to the Obligations they shall become immediately due such Assigned Agreements, Receivables and payable. In either caseRelated Contracts, the entire principal and interest shall thereupon become immediately due and payableincluding, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, notice instruments) received by such Grantor in respect of intent to accelerate maturity or notice the Assigned Agreements, Receivables and Related Contracts of acceleration such Grantor shall be received in trust for the benefit of maturity) the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided shall be forthwith paid over to the contrary elsewhere herein, all of which are hereby expressly waived Collateral Agent in the same form as so received (with any necessary endorsement) to be held by the Borrower. If, within thirty Collateral Agent as additional collateral security hereunder and either (30A) days after acceleration released to such Grantor so long as no Event of the maturity of the Obligations Default shall have occurred and be continuing or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 20(c) at the direction of the Required Lenders and (other than any Event of Default specified in subsections 7.01(fii) such Grantor will not adjust, settle or (g)) and before any judgement compromise the amount or decree for the payment of the Obligations any Receivable or amount due shall have been obtained on any Assigned Agreement or enteredRelated Contract, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans release wholly or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCspartly any Obligor thereof, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationor allow any credit or discount thereon.

Rights Upon Default. Upon the happening occurrence and continuation of any Event of Default, the Agent may in its discretion, and upon the direction of the Lessors shall, by written notice to the Lessee, declare this Lease to be in default, and (except in the case of an Event of Default specified under Section 20(f), in Subsections 7.01 which case the remedies in paragraphs (a), (e) and (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they below shall become available and effective immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payableautomatically, without notice (includingnotice, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor action of any kind, except as provided to the contrary elsewhere herein, kind all of which are hereby expressly waived by the Borrower. If, within thirty (30Lessee) days after acceleration do any one or more of the maturity following as the Agent in its sole discretion shall determine, without limiting any other right or remedy the Agent may have on account of such Event of Default: (a) The Agent may, by notice to the Lessee, rescind or terminate this Lease as of the Obligations or termination date specified in such notice, at which time the Lease Investment Balance (together with all accrued and unpaid Base Rent, Additional Base Rent and Additional Rent and all other amounts to which Agent (on behalf of the obligations Lessors) is entitled at law, in equity or otherwise) shall be immediately accelerated, due and payable; however, (i) no reletting, reentry or taking of possession of the Banks Property (or any portion thereof) by the Agent will be construed as an election on the Agent's part to terminate this Lease unless a written notice of such intention is given to the Lessee, (ii) notwithstanding any reletting, reentry or taking of possession, the Agent may at any time thereafter elect to terminate this Lease for a continuing Event of Default and LC Issuer (iii) no act or thing done by the Agent or any of its agents, representatives or employees and no agreement accepting a surrender of the Property shall be valid unless the same be made in writing and executed by the Agent. (b) The Agent may (i) demand that the Lessee, and the Lessee shall upon the written demand of the Agent, return possession of the Property promptly to make Credit Extensions the Agent in the manner and condition required by, and otherwise in accordance with all of the provisions of, Section 10 and Section 18 hereof as if the Property were being returned at the end of the Lease Term, and the Agent shall not be liable for the reimbursement of the Lessee for any costs and expenses incurred by the Lessee in connection therewith and (ii) without prejudice to any other remedy which the Agent may have for possession of the Property, and to the extent and in the manner permitted by Applicable Law, enter upon the Property and take immediate possession of (to the exclusion of the Lessee) the Property or any part thereof and expel or remove the Lessee and any other Person who may be occupying the Property, by summary proceedings or otherwise, all without liability to the Lessee for or by reason of such entry or taking of possession, whether for the restoration of damage to property caused by such taking or otherwise and, in addition to the Agent's other damages, the Lessee shall be responsible for all costs and expenses incurred by the Agent in connection with any reletting, including, without limitation, reasonable brokers' fees and all costs of any alterations or repairs made by the Agent. (c) The Agent may (i) sell all or any part of the Property at public sale free and clear of any rights of the Lessee and without any duty to account to the Lessee with respect to such action or inaction with respect thereto (except to the extent required by clause (ii) below if the Agent shall elect to exercise its rights thereunder) in which event the Lessee's obligation to pay Base Rent and Additional Base Rent hereunder for periods commencing after the date of such sale shall be terminated or proportionately reduced, as the result case may be; and (ii) if the Agent shall so elect, demand that the Lessee pay to the Agent, and the Lessee shall pay to the Agent, on the date of such sale, as liquidated damages for loss of a bargain and not as a penalty (THE PARTIES AGREEING THAT THE AGENT'S ACTUAL DAMAGES WOULD BE DIFFICULT TO PREDICT, BUT THE AFOREMENTIONED LIQUIDATED DAMAGES REPRESENT A REASONABLE APPROXIMATION OF SUCH AMOUNT) (in lieu of Base Rent or Additional Base Rent due for periods commencing on or after the Rent Payment Date coinciding with such date of sale (or, if the sale date is not a Rent Payment Date, the Rent Payment Date next preceding the date of such sale)), an amount equal to (A) the excess, if any, of (1) the Lease Investment Balance calculated as of such Rent Payment Date (together with all Base Rent and Additional Rent due and unpaid to and including such Rent Payment Date), over (2) the net proceeds of such sale (that is, after deducting all costs and expenses incurred by the Agent incident to such conveyance, including, without limitation, repossession costs, brokerage commissions, prorations, transfer taxes, fees and expenses for counsel, title insurance fees, survey costs, recording fees, and any repair costs); plus (B) interest at the Overdue Rate on the foregoing amount from such Rent Payment Date until the date of payment. (d) The Agent may, at its option, elect not to terminate this Lease and continue to collect all Base Rent, Additional Base Rent, and all other amounts due the Agent and the Lessors (together with all costs of collection) and enforce the Lessee's obligations under this Lease as and when the same become due, or are to be performed, and at the option of the Agent, upon any abandonment of the Property by the Lessee or re-entry of same by the Agent, the Agent may, in its sole and absolute discretion, elect not to terminate this Lease and may make the necessary repairs in order to relet the Property, and relet the Property or any part thereof for such term or terms (which may be for a long term extending beyond the Lease Term) and at such rental or rentals and upon such other terms and conditions as the Agent in its reasonable discretion may deem advisable; and upon each such reletting all rentals actually received by the Agent from such reletting shall be applied to the Lessee's obligations hereunder and the other Lease Documents in such order, proportion and priority as the Agent may elect in the Agent's sole and absolute discretion. If such rentals received from such reletting during any period are less than the Base Rent and Additional Base Rent with respect to such Property to be paid during that period by the Lessee hereunder, the Lessee shall pay any deficiency, as calculated by the Agent, to the Agent on the next Rent Payment Date. (e) Unless the Property has been sold, the Agent may, whether or not the Agent shall have exercised or shall thereafter at any time exercise any of its rights under paragraph (b), (c) or (d) of this Section 21 with respect to the Property or portions thereof, demand, by written notice to the Lessee specifying a date (a "TERMINATION DATE") not earlier than 10 Business Days after the date of such notice, that the Lessee purchase, on such Termination Date, the Property (or the remaining portion thereof) in accordance with the provisions of Section 14(d); provided, however, that no such written notice shall be required upon the occurrence of any Event of Default in clause (other than f) of Section 20. (f) Separate suits may be brought to collect any such damages for any period(s), and such suits shall not in any manner prejudice the Agent's right to collect any such damages for any subsequent period(s), or the Agent may defer any such suit until after the expiration of the Lease Term, in which event such suit shall be deemed not to have accrued until the expiration of the Lease Term. In connection with the foregoing, the Agent (on behalf of the Lessors) is hereby granted the remedy specified in California Civil Code Section 1951.4 (Agent, on behalf of Lessors, may continue Lease in effect after Lessee's breach and abandonment and recover rent as it becomes due, if Lessee has the right to sublet or assign, subject only to reasonable limitations). (g) The Agent may retain and apply against the Agent's damages all sums which the Agent would, absent such Event of Default specified Default, be required to pay to, or turn over to, the Lessee pursuant to the terms of this Lease. (h) The Agent, as a matter of right and without notice to the Lessee, and without regard to the value of the Property or the solvency of the Lessee, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Property, and the Lessee hereby irrevocably consents to any such appointment. Any such receiver(s) shall have all of the usual powers and duties of receivers in subsections 7.01(f) like or (g)) similar cases and before all of the powers and duties of the Agent in case of entry, and shall continue as such and exercise such powers until the date of confirmation of the sale of the Property unless such receivership is sooner terminated. To the maximum extent permitted by law, the Lessee hereby waives the benefit of any judgement appraisement, valuation, stay, extension, reinstatement and redemption laws now or decree for hereafter in force and all rights of marshalling in the event of any sale of the Property or any interest therein. The Agent shall be entitled to enforce payment of the Obligations indebtedness and performance of the obligations secured hereby and to exercise all rights and powers under this instrument or under any of the other Lease Documents or other agreement or any laws now or hereafter in force, notwithstanding some or all of the obligations secured hereby may now or hereafter be otherwise secured, whether by mortgage, deed of trust, security agreement, pledge, lien, assignment or otherwise. Neither the acceptance of this instrument nor its enforcement, shall prejudice or in any manner affect the Agent's right to realize upon or enforce any other security now or hereafter held by the Agent, it being agreed that the Agent shall be entitled to enforce this instrument and any other security now or hereafter held by the Agent in such order and manner as the Agent may determine in its absolute discretion. No remedy herein conferred upon or reserved to the Agent is intended to be exclusive of any other remedy herein or by law provided or permitted, but each shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. Every power or remedy given by any of the Lease Documents to the Agent or to which it may otherwise be entitled, may be exercised, concurrently or independently, from time to time and as often as may be deemed expedient by the Agent and the exercise in whole or in part by the Agent or any Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by the Agent or any Lessor of any or all suchother remedies. In no event shall the Agent, in the exercise of the remedies provided in this instrument (including, without limitation, in connection with the assignment of rents to Agent, or the appointment of a receiver and the entry of such receiver on to all or any part of the Property), be deemed a "mortgagee in possession," and the Agent shall not in any way be made liable for any act, either of commission or omission, in connection with the exercise of such remedies. An action of mortgage foreclosure or trustee's sale as now provided or hereafter prescribed by law, may forthwith be commenced and prosecuted to judgment, execution and sale, for the collection of the whole amount of the Lease Investment Balance, together with all fees, costs and expenses of such proceedings, including a reasonable attorney's fees. And all errors in such proceedings, together with any stays of or exemptions from execution, or extensions of time of payment, which may be given by any Applicable Law now in force, or which may be enacted hereafter, are hereby forever waived and released. If, pursuant to the exercise by the Lessor of its remedies pursuant to this Section 21, the Lease Investment Balance and all other amounts due shall and owing from the Lessee under this Lease and the other Lease Documents have been obtained or enteredpaid in full, then the Required Banks Agent shall (in their sole discretiona) shall direct with respect remit to the Obligations relating Lessee any excess amounts received by the Agent; and (b) convey the Property by quitclaim deed to Lessee on an "as-is, where is" basis, without any representation or warranty of any kind, express or implied, whatever title to the Loans or Property it may have (except that the LC Issuer (in its sole discretion) Agent shall direct with respect to Obligations relating to Facility LCs, warrant the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationRepresentations).

Rights Upon Default. Upon the happening occurrence of an Event of Default specified Default, (a) the principal of and accrued interest in Subsections 7.01 (f) or (g), the obligations respect of the Banks and the LC Issuer to make Credit Extensions hereunder this Note shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the BorrowerMaker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. If, within thirty (30) days after In case of an Event of Default and the acceleration of the maturity Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the Obligations holder hereof in exercising any right shall operate as a waiver or termination otherwise prejudge the rights of the obligations holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Banks Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and LC Issuer deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to make Credit Extensions decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the result Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any Event governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of Default (any such sale or sales, together with any other than any Event additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for such sale, including reasonable attorneys' fees; second, to the payment of the Obligations due amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been obtained or entered, made under the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationforegoing circumstances.