Common use of Acceleration of Obligations; Right to Dispose of Collateral Clause in Contracts

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of an Event of Default as provided in Section 10.1 above, all of the Obligations (except Bank Product Obligations as to which all applicable notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable and the Commitments shall immediately terminate; Borrowers shall forthwith pay to Agent, in addition to any and all sums and charges due, the entire principal of and accrued interest on the Notes and all other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e), the Commitments shall automatically and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand of any kind. Agent thereupon shall have all the rights and remedies of a secured party under the Code and all other legal and equitable rights to which it may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section 12.5 hereof. If not previously delivered to Agent, Agent shall also have the right to require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent, and Agent shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers or wherever the Collateral shall be located, with or without force or process of law, and to keep and store the same on said premises until sold and if said premises are the property of Borrowers, Borrowers agree not to charge Agent for storage thereof for a period of at least ninety (90) days after the sale or disposition of the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) days’ notice to Borrowers of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance of an Event of Default, Agent may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the Collateral by a private placement restricting the bidder and prospective purchasers. In so doing, Agent may solicit offers to buy the Collateral, or any part of it, for cash, from a limited number of purchasers deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent solicits such offers from not less than three such purchasers then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of an Event of Default as provided in Section Paragraph 10.1 above, all of the Obligations (except Bank Product Obligations as to which all applicable notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable and the Commitments shall immediately terminate; Borrowers shall forthwith pay to Agent, in addition to any and all sums and charges due, the entire principal of and accrued interest on the Notes and all other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section subparagraph 10.1(e), the Commitments shall automatically and immediately terminate expire and all Obligations shall automatically become immediately due and payable without notice or demand of any kind. Agent thereupon shall have all the rights and remedies of a secured party under the Code and all other legal and equitable rights to which it may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section Paragraph 12.5 hereof. If not previously delivered to Agent, Agent shall also have the right to require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent, and Agent shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers or wherever the Collateral shall be located, with or without force or process of law, and to keep and store the same on said premises until sold and if said premises are the property of Borrowers, Borrowers agree not to charge Agent for storage thereof for a period of at least ninety (90) days after the sale or disposition of the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) days’ days notice to Borrowers of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their sole discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance of an Event of Default, Agent may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the Collateral by a private placement restricting the bidder and prospective purchasers. In so doing, Agent may solicit offers to buy the Collateral, or any part of it, for cash, from a limited number of purchasers deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent solicits such offers from not less than three such purchasers then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of an Event of Default as provided in Section Paragraph 10.1 above, (i) the Agent shall, at the direction of any Lender, declare an Event of Default and give written notice thereof to Borrowers, and (ii) all of the Obligations (except Bank Product Obligations as to which all applicable notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable and the Commitments shall immediately terminate; Borrowers shall forthwith pay to Agent, in addition to any and all sums and charges due, the entire principal of and accrued interest on the Notes and all other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section subparagraph 10.1(e), the Commitments shall automatically and immediately terminate expire and all Obligations shall automatically become immediately due and payable without notice or demand of any kind. Agent thereupon shall have all the rights and remedies of a secured party under the Code and all other legal and equitable rights to which it may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section Paragraph 12.5 hereof. If not previously delivered to Agent, Agent shall also have the right to require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent, and Agent shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers or wherever the Collateral shall be located, with or without force or process of law, and to keep and store the same on said premises until sold and if said premises are the property of Borrowers, Borrowers agree not to charge Agent for storage thereof for a period of at least ninety (90) days after the sale or disposition of the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) days’ days notice to Borrowers of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their sole discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance of an Event of Default, Agent may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the Collateral by a private placement restricting the bidder and prospective purchasers. In so doing, Agent may solicit offers to buy the Collateral, or any part of it, for cash, from a limited number of purchasers deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent solicits such offers from not less than three such purchasers then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of If an Event of Default as provided in under Section 10.1 above8.1(e) of this Agreement shall occur, all of then the Obligations (except Bank Product Obligations as to which all applicable shall, automatically and without notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lendersor demand by Agent, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable payable, and the Commitments shall immediately terminate; Borrowers shall will forthwith pay to Agent, in addition to for the benefit of itself and Lenders, any and all sums and charges dueotherwise due in respect of the Obligations, including, the entire principal of and interest accrued interest on the Notes and all Loan (calculated as of the date of such acceleration). If any other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(eshall occur, Agent may (or at the request of Requisite Lenders, shall), the Commitments shall automatically and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand by Agent, declare all or any of any kindthe Obligations at once due and payable, and Borrowers will forthwith pay all sums and charges otherwise due in respect of the Obligations including the entire principal of and interest accrued on the Loan (calculated as of the date of such acceleration). Agent thereupon and Lenders shall have all the rights and remedies of a secured party under the Code Maryland or other applicable Uniform Commercial Code, all the rights and remedies under the Security Documents, and all other legal and equitable rights to which it they may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section 12.5 hereof. If not previously delivered to Agent, Agent shall also have the right to require Borrowers each Borrower to assemble the personal property Collateral, at Borrowers’ expense, and make it available to Agent at a place to be designated by Agent, which is reasonably convenient to both parties, and Agent shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers any Borrower or wherever the Collateral shall be located, in accordance with or without force or process of lawApplicable Law, and to keep and store the same on said premises until sold (and if said premises are be the property Property of Borrowersany Borrower, Borrowers agree each Borrower agrees not to charge Agent nor any Lender for storage thereof for a period of at least ninety (90) days after the sale or disposition of the such Collateral). Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten Each Borrower, Agent and Lenders agree that ten (10) daysBusiness Days’ notice to Borrowers any Borrower of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at any such sale on its own behalf. Out behalf or on behalf of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In view of the event fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of any surplusCollateral, such surplus shall if comprised of securities, may be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon effected after an Event of Default, each Borrower agrees that, upon the occurrence and during the continuance or existence of an Event of Default, Agent maymay (and at the request of Requisite Lenders, upon prior notice to Borrowersshall), from time to time, attempt to sell all or any part of the such Collateral by means of a private placement restricting the bidder bidding and prospective purchaserspurchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, and without limiting any other means of private placement, Agent may (and at the request of Requisite Lenders, shall) solicit offers to buy the such Collateral, or any part of it, it for cash, from a limited number of purchasers investors deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent solicits such offers from not less than three four such purchasers investors (and otherwise acts in good faith), then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral. Agent shall be solely responsible for compliance with all applicable securities laws in connection with any disposition of Collateral pursuant to this paragraph.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of (i) If an Event of Default as provided in under Section 10.1 above8.1(e) of this Agreement shall occur, all of then the Obligations (except Bank Product Obligations as to which all applicable shall, automatically and without notice and cure periods shall have to have elapsed) due from Borrowers to or demand by the Administrative Agent and or the Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable and the all Commitments shall immediately at once terminate; Borrowers shall , and the Borrower will forthwith pay to Agentthe Lenders, in addition to any and all sums and charges dueotherwise due in respect of the Obligations, the entire principal of and interest accrued interest on the Notes and all Notes. If any other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e)shall occur, all of the Commitments shall automatically Obligations shall, at the option of the Required Lenders, and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand by the Administrative Agent or the Lenders, become at once due and payable and all Commitments shall at once terminate, and the Borrower will forthwith pay to the Lenders, in addition to any and all sums and charges otherwise due in respect of any kindthe Obligations, the entire principal of and interest accrued on the Notes. The Administrative Agent thereupon on behalf of the Lenders shall have all the rights and remedies of a secured party under the Code Uniform Commercial Code, all the rights and remedies under the Blanket Mortgages and the Assignment of Rents and all other legal and equitable rights to which it may be entitled, including, without limitation and Agent may without further notice to Borrower, the right to collect and/or continue to collect all payments being made or to be made on the Contracts and shall, at to apply such payments to the direction Obligations and to xxx in its own name (or the name of the Majority Lenders, take such action as is required Borrower) the Purchaser under Section 12.5 hereofany Contract. If not previously delivered to Agent, The Administrative Agent shall also have the right to require Borrowers the Borrower to assemble the CollateralCollateral or any portion thereof, at Borrowers’ the Borrower's expense, and make it available to the Administrative Agent at a place to be designated by the Administrative Agent, which is reasonably convenient to both parties, and the Administrative Agent shall have the right to take immediate possession of the Collateral or such portion and may enter any of the premises of Borrowers the Borrower or wherever the Collateral or such portion shall be located, in accordance with or without force or process of applicable law, and to keep and store the same on said premises until sold (and if said premises are be the property Property of Borrowersthe Borrower, Borrowers agree the Borrower agrees not to charge the Administrative Agent or the Lenders for storage thereof for a period of at least ninety (90) 90 days after the sale or disposition of the such Collateral). Borrowers waive The Administrative Agent shall have the right to require sell the filing of Collateral or any undertaking part thereof in one or bond to obtain any more parcels at public or private sale for cash, on credit or for future delivery, at such process of lawtime or times and at such price or prices and upon such other terms as the Required Lenders may deem commercially reasonable. Ten (10) The Borrower, the Administrative Agent and the Lenders agree that 10 days’ ' notice to Borrowers the Borrower of any public or private sale or other disposition of Collateral or any portion shall be reasonable notice thereof and such sale shall be at such location(s) as the Administrative Agent shall designate in said notice. The Administrative Agent may sell and deliver shall have the right to bid at any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale on behalf of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent Lenders and each Lender shall have the right to bid at any such sale on its own behalf. Out of proceeds arising from behalf and, in connection with any such salebid, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance Person shall be applied upon entitled, for the Obligations purpose of Borrowers to Agent and Lenders; and making settlement or payment in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event respect of any surplussuch accepted bid, such surplus shall to use and apply any amounts to be paid to it under Section 8.2(c) hereof as a credit against the party entitled purchase price payable by it in respect of such accepted bid. Each purchaser at any such sale shall hold the Property so sold absolutely free from any claim or right on the part of the Borrower, and the Borrower hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obligated to samemake any sale of Collateral regardless of notice of sale having been given. The Administrative Agent 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. (ii) In no event shall proceeds obtained from one or more Borrowers or Guarantors view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of Collateral, if comprised of Securities, may be applied to its Excluded Swap Obligations. Upon effected after an Event of Default, the Borrower agrees that, upon the occurrence and during the continuance or existence of an Event of Default, the Administrative Agent may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the such Collateral by means of a private placement restricting the bidder bidding and prospective purchaserspurchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, and without limiting any other means of private placement, the Administrative Agent may solicit offers to buy the such Collateral, or any part of it, it for cash, from a limited number of purchasers investors deemed by the Administrative Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if the Administrative Agent solicits such offers from not less than three 4 such purchasers investors (and otherwise acts in good faith), then the acceptance by the Administrative Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral. (iii) At any time after the Obligations have become accelerated and due and payable at the option of the Required Lenders pursuant to clause (i) above, the Required Lenders, by written notice to the Borrower, may rescind and annul such acceleration and its consequences if (1) the Borrower has paid all overdue interest on the Notes, all principal due and payable on any Notes other than by reason of such declaration, and all interest on such overdue principal, if any, and all other costs and expenses then due and payable hereunder or under any of the other Security Documents, (2) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 11.5, and (3) no judgment or decree has been entered against the Borrower for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this clause (iii) will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of an Event of Default as provided in Section Paragraph 10.1 above, all of the Obligations (except Bank Product Obligations as to which all applicable notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable and the Commitments shall immediately terminate; Borrowers shall forthwith pay to Agent, in addition to any and all sums and charges due, the entire principal of and accrued interest on the Notes and all other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section subparagraph 10.1(e), the Commitments shall automatically and immediately terminate expire and all Obligations shall automatically become immediately due and payable without notice or demand of any kind. Agent thereupon shall have all the rights and remedies of a secured party under the Code and all other legal and equitable rights to which it may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section Paragraph 12.5 hereof. If not previously delivered to Agent, Agent shall also have the right to require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent, and Agent shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers or wherever the Collateral shall be located, with or without force or process of law, and to keep and store the same on said premises until sold and if said premises are the property of Borrowers, Borrowers agree not to charge Agent for storage thereof for a period of at least ninety (90) days after the sale or disposition of the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) days’ days notice to Borrowers of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their sole discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance of an Event of Default, Agent may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the Collateral by a private placement restricting the bidder and prospective purchasers. In so doing, Agent may solicit offers to buy the Collateral, or any part of it, for cash, from a limited number of purchasers deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent solicits such offers from not less than three such purchasers then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.prospective

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of If an Event of Default as provided in under Section 10.1 above8.1(f) of this Agreement shall occur, all of then the Obligations (except Bank Product Obligations as to which all applicable shall, automatically and without notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at or demand by the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable payable, and the Commitments shall immediately terminate; Borrowers shall Debtor will forthwith pay to Agentthe Lender, in addition to any and all sums and charges dueotherwise due in respect of the Obligations, the entire principal of and interest accrued interest on and the Notes and all Inventory Note. If any other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e)shall occur, all of the Commitments shall automatically Obligations shall, at the option of the Lender, and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand by the Lender, become at once due and payable, and the Debtor will forthwith pay to the Lender, in addition to any and all sums and charges otherwise due in respect of any kindthe Obligations, the entire principal of and interest accrued on the Inventory Note. Agent thereupon The Lender shall have all the rights and remedies of a secured party under the Code Rhode Island Uniform Commercial Code, all the rights and remedies of a beneficiary under the Inventory Deed of Trust and all other legal and equitable rights to which it may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section 12.5 hereof. If not previously delivered to Agent, Agent The Lender shall also have the right to require Borrowers the Debtor to assemble the Collateral, at Borrowers’ the Debtor's expense, and make it available to Agent the Lender at a place to be designated by Agentthe Lender, which is reasonably convenient to both parties, and Agent the Lender shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers the Debtor or wherever the Collateral shall be located, in accordance with or without force or process of applicable law, and to keep and store the same on said premises until sold (and if said premises are be the property Property of Borrowersthe Debtor, Borrowers agree the Debtor agrees not to charge Agent the Lender for storage thereof for a period of at least ninety (90) 90 days after the sale or disposition of such Collateral). The Debtor and the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) Lender agree that 10 days’ ' notice to Borrowers the Debtor of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent the Lender shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at any such sale on its own behalf. Out In view of proceeds arising from any such salethe fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of Collateral, Agent shall retain all costs and chargesif comprised of Securities, including attorneys’ fees for pursuingmay be effected after an Event of Default, reclaimingthe Debtor agrees that, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance or existence of an Event of Default, Agent the Lender may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the such Collateral by means of a private placement restricting the bidder bidding and prospective purchaserspurchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Agent and without limiting any other means of private placement, the Lender may solicit offers to buy the such Collateral, or any part of it, it for cash, from a limited number of purchasers investors deemed by Agentthe Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent the Lender solicits such offers from not less than three four (4) such purchasers investors (and otherwise acts in good faith), then the acceptance by Agent the Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of If an Event of Default as provided in under Section 10.1 above8.1(e) of this Agreement shall occur, all of then the Obligations (except Bank Product Obligations as to which all applicable shall, automatically and without notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers demand by Agent or any Lender, shall accelerate and become at once due and payable payable, and the Commitments shall immediately terminate; Borrowers shall Borrower will forthwith pay to AgentLender, in addition to any and all sums and charges due, otherwise due in respect of the Obligations and the entire principal of and interest accrued interest on the Notes and all Note (calculated as of the date of such acceleration). If any other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e)shall occur, all of the Commitments shall automatically Obligations shall, at the option of Lender, and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand by Lender, become at once due and payable, and Borrower will forthwith pay all sums and charges otherwise due in respect of any kindthe Obligations and the entire principal of and interest accrued on the Note (calculated as of the date of such acceleration). Agent thereupon Lender shall have all the rights and remedies of a secured party under the Code Maryland or the Applicable State Uniform Commercial Code, all the rights and remedies under each Mortgage and all other legal and equitable rights to which it may be entitled, including, without limitation and Agent may without further notice to Borrower, the right to collect and/or continue to collect all payments being made or to be made on the Contracts and shall, at to apply such payments to the direction Obligations and to xxx in its own name (or the name of Borrower) the Majority Lenders, take such action as is required Purchaser or purchaser under Section 12.5 hereofany Contract. If not previously delivered to Agent, Agent Lender shall also have the right to require Borrowers Borrower to assemble the Collateral, at Borrowers’ Borrower’s expense, and make it available to Agent Lender at a place to be designated by AgentLender, which is reasonably convenient to both parties, and Agent Lender shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers Borrower or wherever the Collateral shall be located, in accordance with or without force or process of lawApplicable Law, and to keep and store the same on said premises until sold (and if said premises are be the property of BorrowersBorrower, Borrowers agree Borrower agrees not to charge Agent Lender for storage thereof for a period of at least ninety (90) 90 days after the sale or disposition of the such Collateral). Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) Borrower and Lender agree that 10 days’ notice to Borrowers Borrower of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent Lender shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at any such sale on its own behalf. Out AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT In view of proceeds arising from any such salethe fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of Collateral, Agent shall retain all costs and chargesif comprised of Securities, including attorneys’ fees for pursuingmay be effected after an Event of Default, reclaimingBorrower agrees that, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance or existence of an Event of Default, Agent Lender may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the such Collateral by means of a private placement restricting the bidder bidding and prospective purchaserspurchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Agent and without limiting any other means of private placement, Lender may solicit offers to buy the such Collateral, or any part of it, it for cash, from a limited number of purchasers investors deemed by AgentLender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent Lender solicits such offers from not less than three 4 such purchasers investors (and otherwise acts in good faith), then the acceptance by Agent Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of If an Event of Default as provided in under Section 10.1 above8.1(e) of this Agreement shall occur, all of then the Obligations (except Bank Product Obligations as to which all applicable shall, automatically and without notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers demand by Agent or any Lender, shall accelerate and become at once due and payable payable, and the Commitments shall immediately terminate; Borrowers shall Borrower will forthwith pay to AgentLender, in addition to any and all sums and charges due, otherwise due in respect of the Obligations and the entire principal of and interest accrued interest on the Notes and all Note (calculated as of the date of such acceleration). If any other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e)shall occur, all of the Commitments shall automatically Obligations shall, at the option of Lender, and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand by Lender, become at once due and payable, and Borrower will forthwith pay all sums and charges otherwise due in respect of any kindthe Obligations and the entire principal of and interest accrued on the Note (calculated as of the date of such acceleration). Agent thereupon Lender shall have all the rights and remedies of a secured party under the Code Maryland or the Applicable State Uniform Commercial Code, all the rights and remedies under each Mortgage and all other legal and equitable rights to which it may be entitled, including, without limitation and Agent may without further notice to Borrower, the right to collect and/or continue to collect all payments being made or to be made on the Contracts and shall, at to apply such payments to the direction Obligations and to xxx in its own name (or the name of Borrower) the Majority Lenders, take such action as is required Purchaser or purchaser under Section 12.5 hereofany Contract. If not previously delivered to Agent, Agent Lender shall also have the right to require Borrowers Borrower to assemble the Collateral, at Borrowers’ Borrower's expense, and make it available to Agent Lender at a place to be designated by AgentLender, which is reasonably convenient to both parties, and Agent Lender shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers Borrower or wherever the Collateral shall be located, in accordance with or without force or process of lawApplicable Law, and to keep and store the same on said premises until sold (and if said premises are be the property of BorrowersBorrower, Borrowers agree Borrower agrees not to charge Agent Lender for storage thereof for a period of at least ninety (90) 90 LOAN AND SECURITY AGREEMENT days after the sale or disposition of the such Collateral). Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) Borrower and Lender agree that 10 days’ ' notice to Borrowers Borrower of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent Lender shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at any such sale on its own behalf. Out In view of proceeds arising from any such salethe fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of Collateral, Agent shall retain all costs and chargesif comprised of Securities, including attorneys’ fees for pursuingmay be effected after an Event of Default, reclaimingBorrower agrees that, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance or existence of an Event of Default, Agent Lender may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the such Collateral by means of a private placement restricting the bidder bidding and prospective purchaserspurchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Agent and without limiting any other means of private placement, Lender may solicit offers to buy the such Collateral, or any part of it, it for cash, from a limited number of purchasers investors deemed by AgentLender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent Lender solicits such offers from not less than three 4 such purchasers investors (and otherwise acts in good faith), then the acceptance by Agent Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of an Event of Default EVENT OF DEFAULT as provided in Section 10.1 aboveabove provided, all or any portion of the Obligations (except Bank Product Obligations as obligations and INDEBTEDNESS due or to which all applicable notice and cure periods shall have to have elapsed) become due from Borrowers BORROWER to Agent and LendersLENDER, whether arising under this AGREEMENT or otherwise, at the option of Agent (or at the direction of the Majority Lenders)LENDER, and upon written without notice thereof to Borrowers or demand by Agent or any LenderLENDER, shall accelerate and become at once due and payable and the Commitments shall immediately terminatepayable; Borrowers shall BORROWER will forthwith pay to Agent, LENDER in addition to any and all sums and charges due, the entire principal of and interest accrued interest on the Notes ADVANCES and all other Obligations; providedINDEBTEDNESS and obligations hereunder. LENDER, howeverthereupon, that upon the occurrence of any Event of Default described in Section 10.1(e), the Commitments shall automatically and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand of any kind. Agent thereupon shall have all the rights and remedies of a secured party under the California Uniform Commercial Code ("Code") and all other legal and equitable rights to which it may be entitled, including, without limitation, the right to collect and Agent may apply payments under the T/D NOTES, and shall, at the direction of the Majority Lenders, take such action as is required to give direct notice to all obligors under Section 12.5 hereofsaid T/D NOTES to make payments directly to LENDER. If not previously delivered to AgentLENDER, Agent shall also have the right to require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent, and Agent LENDER shall have the right to take immediate possession of the Collateral T/D NOTES and may enter any of the premises of Borrowers or wherever the Collateral shall be located, BORROWER with or without force or process of law, . BORROWER and to keep and store the same on said premises until sold and if said premises are the property of Borrowers, Borrowers LENDER agree not to charge Agent for storage thereof for a period of at least ninety that five (905) days after the sale or disposition of the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) days’ notice to Borrowers BORROWER of any public or private sale or other disposition of Collateral COLLATERAL shall be reasonable notice thereof thereof, and such sale shall be at such location(s) as Agent LENDER shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender LENDER shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Agent LENDER shall retain all costs and charges, including attorneys’ ' fees for advice, counsel, or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, storing, removing and storing COLLATERAL and advertising such Collateral COLLATERAL for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations INDEBTEDNESS and obligations of Borrowers BORROWER to Agent and LendersLENDER hereunder; and in the event of deficiency, Borrowers BORROWER shall remain liable to Agent and LendersLENDER. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one view of the fact that there may not be a readily available market for the COLLATERAL, or more Borrowers that federal or Guarantors state securities or other laws may impose certain restrictions on the method by which the COLLATERAL may be applied to its Excluded Swap Obligations. Upon disposed of, BORROWER agrees that upon the occurrence and during the continuance of an Event of Default, Agent EVENT OF DEFAULT LENDER may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the Collateral COLLATERAL by a private placement restricting the bidder and prospective purchasers. In so doing, Agent LENDER may solicit offers to buy the CollateralCOLLATERAL, or any part of it, for cash, cash from a limited number of purchasers deemed by AgentLENDER, in its reasonable judgment, to be responsible respectable parties who might be interested in purchasing the CollateralCOLLATERAL, and if Agent solicits such offers from not less than three such purchasers then the acceptance by Agent LENDER of the highest offer obtained therefrom thereby shall be deemed to be a commercially reasonable method of disposition of such CollateralCOLLATERAL.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of If an Event of Default as provided in under Section 10.1 above8.1(e) of this Agreement shall occur, all of then the Obligations (except Bank Product Obligations as to which all applicable shall, automatically and without notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers demand by Agent or any Lender, shall accelerate and become at once due and payable payable, and the Commitments shall immediately terminate; Borrowers shall Borrower will forthwith pay to AgentLender, in addition to any and all sums and charges due, otherwise due in respect of the Obligations and the entire principal of and interest accrued interest on the Notes and all Note (calculated as of the date of such acceleration). If any other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e)shall occur, all of the Commitments shall automatically Obligations shall, at the option of Lender, and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand by Lender, become at once due and payable, and Borrower will forthwith pay all sums and charges otherwise due in respect of any kindthe Obligations and the entire principal of and interest accrued on the Note (calculated as of the date of such acceleration). Agent thereupon Lender shall have all the rights and remedies of a secured party under the Code Maryland or the Applicable State Uniform Commercial Code, all the rights and remedies under each Mortgage and all other legal and equitable rights to which it may be entitled, including, without limitation and Agent may without further notice to Borrower, the right to collect and/or continue to collect all payments being made or to be made on the Purchase Agreements and shall, at to apply such payments to the direction Obligations and to sxx in its own name (or the name of Borrower) the Majority Lenders, take such action as is required Purchaser or purchaser under Section 12.5 hereofany Purchase Agreement. If not previously delivered to Agent, Agent Lender shall also have the right to require Borrowers Borrower to assemble the Collateral, at Borrowers’ Borrower's expense, and make it available to Agent Lender at a place to be designated by AgentLender, which is reasonably convenient to both parties, and Agent Lender shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers Borrower or wherever the Collateral shall be located, in accordance with or without force or process of lawApplicable Law, and to keep and store the same on said premises until sold (and if said premises are be the property of BorrowersBorrower, Borrowers agree Borrower agrees not to charge Agent Lender for storage thereof for a period of at least ninety (90) days after the sale or disposition of the such Collateral). Borrowers waive Lender shall also have the right to require sell the filing of Collateral or any undertaking or bond to obtain any such process of lawpart thereof. Ten Borrower and Lender agree that ten (10) days’ ' notice to Borrowers Borrower of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent Lender shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at any such sale on its own behalf. Out of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers Borrower shall remain liable for any deficiency. Lender shall not be required to Agent and Lendersproceed against any Collateral but may proceed against any or Borrower directly. To the extent permitted by law, Borrower hereby specifically waives all rights of redemption, stay, or appraisal that it has or may have under any law now existing or hereafter enacted. In view of the event fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of any surplusCollateral, such surplus shall if comprised of Securities, may be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon effected after an Event of Default, Borrower agrees that, upon the occurrence and during the continuance or existence of an Event of Default, Agent Lender may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the such Collateral by means of a private placement restricting the bidder bidding and prospective purchaserspurchasers to those who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Agent and without limiting any other means of private placement, Lender may solicit offers to buy the such Collateral, or any part of it, it for cash, from a limited number of purchasers investors deemed by AgentLender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent Lender solicits such offers from not less than three 4 such purchasers investors (and otherwise acts in good faith), then the acceptance by Agent Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.

Acceleration of Obligations; Right to Dispose of Collateral. Upon the occurrence and during the continuance of an Event of Default as provided in Section 10.1 above, all of the Obligations (except Bank Product Obligations as to which all applicable notice and cure periods shall have to have elapsed) due from Borrowers to Agent and Lenders, at the option of Agent (or at the direction of the Majority Lenders), and upon written notice thereof to Borrowers by Agent or any Lender, shall accelerate and become at once due and payable and the Commitments shall immediately terminate; Borrowers shall forthwith pay to Agent, in addition to any and all sums and charges due, the entire principal of and accrued interest on the Notes and all other Obligations; provided, however, that upon the occurrence of any Event of Default described in Section 10.1(e), the Commitments shall automatically and immediately terminate and all Obligations shall automatically become immediately due and payable without notice or demand of any kind. Agent thereupon shall have all the rights and remedies of a secured party under the Code and all other legal and equitable rights to which it may be entitled, and Agent may and shall, at the direction of the Majority Lenders, take such action as is required under Section 12.5 hereof. If not previously delivered to Agent, Agent shall also have the right to require Borrowers to assemble the Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent, and Agent shall have the right to take immediate possession of the Collateral and may enter any of the premises of Borrowers or wherever the Collateral shall be located, with or without force or process of law, and to keep and store the same on said premises until sold and if said premises are the property of Borrowers, Borrowers agree not to charge Agent for storage thereof for a period of at least ninety (90) days after the sale or disposition of the Collateral. Borrowers waive the right to require the filing of any undertaking or bond to obtain any such process of law. Ten (10) days’ notice to Borrowers of any public or private sale or other disposition of Collateral shall be reasonable notice thereof and such sale shall be at such location(s) as Agent shall designate in said notice. The Agent may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Majority Lenders deem advisable, in their discretion, and may, if the Agent deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Agent and each Lender shall have the right to bid at such sale on its own behalf. Out of proceeds arising from any such sale, Agent shall retain all costs and charges, including attorneys’ fees for pursuing, reclaiming, taking, keeping, storing, and advertising such Collateral for sale, selling and any and all other charges and expenses in connection therewith. Any balance shall be applied upon the Obligations of Borrowers to Agent and Lenders; and in the event of deficiency, Borrowers shall remain liable to Agent and Lenders. In the event of any surplus, such surplus shall be paid to the party entitled by law to same. In no event shall proceeds obtained from one or more Borrowers or Guarantors be applied to its Excluded Swap Obligations. Upon the occurrence and during the continuance of an Event of Default, Agent may, upon prior notice to Borrowers, from time to time, attempt to sell all or any part of the Collateral by a private placement restricting the bidder and prospective purchasers. In so doing, Agent may solicit offers to buy the Collateral, or any part of it, for cash, from a limited number of purchasers deemed by Agent, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral, and if Agent solicits such offers from not less than three such purchasers then the acceptance by Agent of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of such Collateral.. 116549.01087/134240171v.5