Common use of Actions Upon an Event of Default Clause in Contracts

Actions Upon an Event of Default. If any Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared the Facility Maturity Date to have occurred or the Facility Maturity Date, as applicable, shall be deemed to have occurred pursuant to Section 8.01, then the Administrative Agent may exercise in respect of the Borrower Collateral, in addition to any and all other rights and remedies granted to it hereunder (including any rights under Section 9.01), under any other Transaction Document or under any other instrument or agreement securing, evidencing or relating to the Borrower Obligations or otherwise available to it, all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive), and, in addition, may take the following actions: (a) The Administrative Agent may, without notice to the Borrower except as required by law and at any time or from time to time, without limiting the terms of Section 7.05(d), notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the transfer of the Transferred Receivables to the Borrower and the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any Servicer, Servicer or lockbox or other account designated by the Administrative Agent. (b) The Administrative Agent may, without notice except as specified below, solicit and accept bids for and sell the Borrower Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or any of the Lenders’ or Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent shall have the right to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use any of the Borrower’s premises without charge for such sales at such time or times as the Administrative Agent deems necessary or advisable. The Borrower agrees that, to the extent notice of sale shall be required by law, ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Borrower 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 for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower in and to the Borrower Collateral so sold, and shall be a perpetual bar, both at law and in equity, against each Seller, the Borrower, any Person claiming any right in the Borrower Collateral sold through any Seller or the Borrower, and their respective successors or assigns. The Administrative Agent shall deposit the net proceeds of any such sale in the Agent Account and such proceeds shall be applied against all or any part of the Borrower Obligations. (c) Upon the completion of any sale under Section 9.01(b), the Borrower shall deliver or cause to be delivered to the purchaser or purchasers at such sale on the date thereof, or within a reasonable time thereafter if it shall be impracticable to make immediate delivery, all of the Borrower Collateral sold on such date, but in any event full title and right of possession to such property shall vest in such purchaser or purchasers upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any such purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (d) At any sale under Section 9.01(b), any Lender or the Administrative Agent may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor.

Actions Upon an Event of Default. If any an Event of Default shall have occurred and be continuing and continuing, then (upon direction of the Administrative Agent shall have declared the Facility Maturity Date to have occurred or the Facility Maturity Date, as applicable, shall be deemed to have occurred pursuant to Section 8.01, then in its sole discretion) the Administrative Agent may exercise in respect of the Borrower Collateral, in addition to any and all other rights and remedies granted to it hereunder (including any rights under Section 9.01), under any other Transaction Document or under any other instrument or agreement securing, evidencing or relating to the Borrower Obligations or otherwise available to it, Collateral all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive), in addition to any and all other rights and remedies otherwise available to it, and, in addition, may take the following remedial actions: (a) The Administrative Agent maymay with the consent of, or shall at the direction of, the Majority Managing Agents in their sole discretion, without notice to the Borrower Borrowers except as required by law and at any time or from time to time, without limiting the terms of Section 7.05(d)charge, notify set-off and otherwise apply all or any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the transfer of the Transferred Receivables to the Borrower and the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf part of the Secured Parties hereunder and direct that payments of all Obligations against amounts due or to become due payable to the Borrower thereunder be made directly to Borrowers from the Administrative Agent Bank Accounts or any Servicer, Servicer or lockbox or other account designated by the Administrative Agentpart thereof. (b) The Administrative Agent maymay with the consent of, or shall at the direction of, the Majority Managing Agents in their sole discretion, without notice except as specified below, solicit and accept bids for and sell the Borrower Collateral or any part thereof of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Lenders’ or Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent shall have the right to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use any of the Borrower’s premises without charge for such sales at such time or times as the Administrative Agent deems necessary or advisable. The Borrower agrees Borrowers agree that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the applicable Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Borrower 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 for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the applicable Borrower in and to the Borrower Collateral so sold, and shall be a perpetual bar, both at law and in equity, against each Seller, the BorrowerBorrowers, any Person claiming any right in the Borrower Collateral sold through any Seller or the Borrower, Borrowers and their respective successors or assigns. The Administrative Agent shall deposit the net proceeds of any such sale in the Agent Account and such proceeds shall be applied against all or any part of the Borrower Obligations. (c) Upon the completion of any sale under Section 9.01(b10.1(b), the applicable Borrower shall will deliver or cause to be delivered all of the Collateral sold to the purchaser or purchasers at such sale on the date thereofof sale, or within a reasonable time thereafter if it shall be impracticable impractical to make immediate delivery, all of the Borrower Collateral sold on such date, but in any event full title and right of possession to such property shall vest in pass to such purchaser or purchasers forthwith upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any such purchaser, the such Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (d) At any sale under Section 9.01(b10.1(b), any Lender or the Lenders, the Administrative Agent or any Secured Party may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. (e) The Administrative Agent may exercise at the Borrowers’ expense any and all rights and remedies of the Borrowers under or in connection with the Borrower Assigned Agreements or the other Collateral, including any and all rights of the Borrowers to demand or otherwise require payment of any amount under, or performance of any provisions of, the Borrower Assigned Agreements.

Actions Upon an Event of Default. If any Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared the Facility Maturity Date to have occurred or the Facility Maturity Date, as applicable, shall be deemed to have occurred pursuant to Section 8.01, then the Administrative Agent may exercise in respect of the Borrower Collateral, in addition to any and all other rights and remedies granted to it hereunder (including any rights under Section 9.01), under any other Transaction Related Document or under any other instrument or agreement securing, evidencing or relating to the Borrower Obligations or otherwise available to it, all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive), and, in addition, may take the following actions: (a) The Administrative Agent may, without notice to the Borrower except as required by law and at any time or from time to time, without limiting the terms of Section 7.05(d), notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the transfer of the Transferred Receivables to the Borrower and the pledge of such Transferred Receivables or Borrower Assigned Agreements, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any Servicer, Servicer or lockbox or other account designated by the Administrative Agent. (b) The Administrative Agent may, without notice except as specified below, solicit and accept bids for and sell the Borrower Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or any of the Lenders’ or the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent shall have the right to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use any of the Borrower’s premises without charge for such sales at such time or times as the Administrative Agent deems reasonably necessary or advisable. The Borrower agrees that, to the extent notice of sale shall be required by law, ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Borrower 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 for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower in and to the Borrower Collateral so sold, and shall be a perpetual bar, both at law and in equity, against each SellerOriginator, the Borrower, any Person claiming any right in the Borrower Collateral sold through any Seller Originator or the Borrower, and their respective successors or assigns. The Administrative Agent shall deposit the net proceeds of any such sale in the Agent Account and such proceeds shall be applied against all or any part of the Borrower Obligations. (c) Upon the completion of any sale under Section 9.01(b), the Borrower shall deliver or cause to be delivered to the purchaser or purchasers at such sale on the date thereof, or within a reasonable time thereafter if it shall be impracticable to make immediate delivery, all of the Borrower Collateral sold on such date, but in any event full title and right of possession to such property shall vest in such purchaser or purchasers upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any such purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (d) At any sale under Section 9.01(b), any Lender or the Administrative Agent may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor.

Actions Upon an Event of Default. If any In addition to its rights and remedies provided hereunder, whenever an Event of Default shall have occurred and be continuing and continuing, the Administrative Agent shall have declared the Facility Maturity Date to have occurred or the Facility Maturity Date, as applicable, shall be deemed to have occurred pursuant to Section 8.01, then the Administrative Agent may exercise in respect of the Borrower Collateral, in addition to any and all other rights and remedies granted to it hereunder (including any rights under Section 9.01), under any other Transaction Document or under any other instrument or agreement securing, evidencing or relating to the Borrower Obligations or otherwise available to it, all of the rights and remedies of a secured party upon default under the UCC or other applicable law. Any notification required by law of any intended disposition by the Administrative Agent of any of the Collateral shall be deemed reasonably and properly given if given at least ten (10) days before such rights disposition. Without limitation of the above, the Administrative Agent may, whenever an Event of Default shall have occurred and remedies to be cumulative and nonexclusive)continuing, and, in addition, may take all or any of the following actionsactions without notice to, or consent of, any Pledgor: (a) The transfer all or any part of the Collateral into the name of the Administrative Agent mayor its nominee, without notice disclosing that such Collateral is subject to the Borrower except Lien hereunder; (b) take control of any proceeds of the Collateral; (c) execute (in the name, place and stead of the respective Pledgor) endorsements, assignments, transfer powers and other instruments of conveyance or transfer with respect to all or any of the Collateral; and (d) to vote all or any part of the Collateral and otherwise act with respect thereto as required by law and though it were the outright owner thereof; (e) at any time or from time to timetime to sell, without limiting the terms of Section 7.05(d)assign and deliver, notify any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements of the transfer of the Transferred Receivables grant options to the Borrower and the pledge of such Transferred Receivables or Borrower Assigned Agreementspurchase, as the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any Servicer, Servicer or lockbox or other account designated by the Administrative Agent. (b) The Administrative Agent may, without notice except as specified below, solicit and accept bids for and sell the Borrower Collateral or any part thereof of the Collateral in one or more parcels portions or parcels, or any interest therein, at any public or private sale, sale at any exchange, broker’s 's board or at any of the Lenders’ or Administrative Agent’s offices or elsewhere, without demand of performance or advertisement to sell or of the time or place of sale or adjournment thereof or to redeem (all of which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by the Pledgor) for cash, on credit or for other property, for immediate or future deliverydelivery without any assumption of credit risk, and upon for such other price or prices and on such terms as the Administrative Agent in its commercially reasonable discretion may deem commercially reasonabledetermine. The Administrative Agent shall have the right agrees to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use any of the Borrower’s premises without charge for such sales provide at such time or times as the Administrative Agent deems necessary or advisable. The Borrower agrees that, to the extent notice of sale shall be required by law, least ten (10) days’ notice to the Borrower Pledgor of the time and place of any public sale or the time after which any private sale is to be made and Pledgor agrees that such notice shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Borrower 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 for such saletherefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim Pledgor hereby waives and demand whatsoever of the Borrower in and releases to the Borrower Collateral so soldfullest extent permitted by law any right or equity of redemption (if available to such Pledgor under applicable law) with respect to the Collateral, whether before or after sale hereunder, and shall be a perpetual barall rights, both at law if any, of marshaling the Collateral and in equity, against each Seller, any other security for the Borrower, any Person claiming any right in the Borrower Collateral sold through any Seller Secured Obligations or the Borrower, and their respective successors or assignsotherwise. The Administrative Agent shall deposit the net proceeds of At any such sale in the Agent Account and such proceeds shall be applied against all or any part of the Borrower Obligations. (c) Upon the completion of any sale under Section 9.01(b)sale, the Borrower shall deliver or cause to be delivered to the purchaser or purchasers at such sale on the date thereofunless prohibited by applicable law, or within a reasonable time thereafter if it shall be impracticable to make immediate delivery, all of the Borrower Collateral sold on such date, but in any event full title and right of possession to such property shall vest in such purchaser or purchasers upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any such purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (d) At any sale under Section 9.01(b), any Lender or the Administrative Agent may bid for and purchase all or any part of the property offered Collateral so sold free from any such right or equity of redemption. The Administrative Agent shall not be liable for sale failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall the Administrative Agent be under any obligation to take any action whatsoever with regard thereto; (f) to settle, adjust, compromise and arrange all claims, controversies, accounts, questions and demands whatsoever in relation to all or any part of the Collateral; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all as the Administrative Agent in its discretion may determine; and (h) generally, upon compliance with to take all such other action as the terms Administrative Agent in its discretion may determine as incidental or conducive to any of sale, the matters or powers mentioned in the foregoing provisions of this Section or in this Agreement and which the Administrative Agent may hold, retain or can do lawfully and dispose to use the name of such property without further accountability therefor.the applicable Pledgor for the purposes aforesaid and in any proceedings arising therefrom

Actions Upon an Event of Default. If any an Event of Default shall have occurred and be continuing and the Administrative Agent shall have declared the Facility Maturity Date to have occurred or the Facility Maturity Date, as applicable, shall be deemed to have occurred pursuant to Section 8.01continuing, then the Administrative Agent in its sole discretion may exercise in respect of the Borrower Collateral, in addition to any and all other rights and remedies granted to it hereunder (including any rights under Section 9.01), under any other Transaction Document or under any other instrument or agreement securing, evidencing or relating to the Borrower Obligations or otherwise available to it, Collateral all of the rights and remedies of a secured party upon default under the UCC (such rights and remedies to be cumulative and nonexclusive), in addition to any and all other rights and remedies otherwise available to it, and, in addition, may take the following remedial actions: (a) The Administrative Agent maymay with the consent of, or shall at the direction of, the Required Lenders in their sole discretion, without notice to the Borrower except as required by law and at any time or from time to time, without limiting the terms of Section 7.05(d)charge, notify set-off and otherwise apply all or any Obligor under any Transferred Receivable or obligors under the Borrower Assigned Agreements part of the transfer of the Transferred Receivables Obligations against amounts payable to the Borrower and from the pledge Bank Accounts or any part of such Transferred Receivables or Borrower Assigned Agreements, as Bank Accounts in accordance with the case may be, to the Administrative Agent on behalf of the Secured Parties hereunder and direct that payments of all amounts due or to become due to the Borrower thereunder be made directly to the Administrative Agent or any Servicer, Servicer or lockbox or other account designated priorities required by the Administrative AgentSection 10.03. (b) The Administrative Agent maymay with the consent of, or shall at the direction of, the Required Lenders in their sole discretion, without notice except as specified below, solicit and accept bids for and sell the Borrower Collateral or any part thereof of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Lenders’ or Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent shall have the right to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use any of the Borrower’s premises without charge for such sales at such time or times as the Administrative Agent deems necessary or advisable. The Borrower agrees that, to the extent notice of sale shall be required by law, ten at least twenty (20) days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Borrower 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 for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower in and to the Borrower Collateral so sold, and shall be a perpetual bar, both at law and in equity, against each Seller, the Borrower, any Person claiming any right in the Borrower Collateral sold through any Seller or the Borrower, Borrower and their respective its successors or assigns. The Administrative Agent shall deposit the net proceeds of any such sale in the Agent Account and such proceeds shall be applied against all or any part of the Borrower Obligations. (c) Upon the completion of any sale under Section 9.01(b10.01(b), the Borrower shall will deliver or cause to be delivered all of the Collateral sold to the purchaser or purchasers at such sale on the date thereofof sale, or within a reasonable time thereafter if it shall be impracticable impractical to make immediate delivery, all of the Borrower Collateral sold on such date, but in any event full title and right of possession to such property shall vest in pass to such purchaser or purchasers forthwith upon the completion of such sale. Nevertheless, if so requested by the Administrative Agent or by any such purchaser, the Borrower shall confirm any such sale or transfer by executing and delivering to such purchaser all proper instruments of conveyance and transfer and releases as may be designated in any such request. (d) At any sale under Section 9.01(b10.01(b), the Lenders, the Agent or any Lender or the Administrative Agent Secured Party may bid for and purchase the property offered for sale and, upon compliance with the terms of sale, may hold, retain and dispose of such property without further accountability therefor. (e) The Agent may exercise at the Borrower’s expense any and all rights and remedies of the Borrower under or in connection with the Borrower Assigned Agreements or the other Collateral, including any and all rights of the Borrower to demand or otherwise require payment of any amount under, or performance of any provisions of, the Borrower Assigned Agreements.