Common use of Additional Default Remedies Clause in Contracts

Additional Default Remedies. Subject to Section 10.5, upon the occurrence, and during the continuance of any Event of Default, the Administrative Agent may and, at request of the Required Lenders, shall: (a) whether in its own name or the name of the Guarantor, in accordance with the Constituent Documents, notify any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Party shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower or the Guarantor, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers or the Guarantor all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (c) invoke, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Document, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (d) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (e) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (f) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, at public or private sale, as a unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any kind (each Borrower and the Guarantor agree that, for such purpose, the Administrative Agent on behalf of the Secured Parties, may maintain all or any part of the related Collateral on the premises of such Borrower or the Guarantor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (f), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Parties in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Parties, required by the UCC and sent to the Credit Parties at the related address for notices set forth herein, or at such other address as has been furnished by the Credit Parties to the Administrative Agent or the Administrative Agent in accordance herewith and at least ten (10) days prior to such action, shall constitute reasonable notice to the Credit Parties; (G) any such notice shall be given in the manner prescribed by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all or any part of such Collateral, at the expense of the Borrowers. Each of the Borrowers and the Guarantor, to the maximum extent permitted by Applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties owed herein, with full power of substitution and with full authority in place of such Credit Party, following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5) to take any and all steps in the name of and on behalf of such Borrower or such Credit Party that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, making Investor Capital Calls in respect of the Investor Capital Commitments, exercising any discretion with respect thereto that is afforded to such Borrowers or Guarantor under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s or Guarantor’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor hereby further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX Insiders) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder).

Additional Default Remedies. Subject to Section 10.5, upon the occurrence, and during the continuance of any Event of Default, the Administrative Agent may and, at request of the Required Lenders, shall: (a) whether in its own name or the name of any Borrower, or any Borrower General Partner or, through a series of pledges and as collateral agent for the GuarantorBorrower, in accordance with the Constituent Documentsname of a Pledgor and/or Pledgor General Partner, notify any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Party shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower, any in the name of any Borrower or General Partner or, through a series of pledges and as collateral agent for the GuarantorBorrower, in the name of a Pledgor and/or Pledgor General Partner, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers Borrowers, the Pledgors or the Guarantor General Partners all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (c) invoke, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Document, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (d) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (e) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (f) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, at public or private sale, as a unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any kind (each Borrower and the Guarantor agree agrees that, for such purpose, the Administrative Agent on behalf of the Secured Parties, may maintain all or any part of the related Collateral on the premises of such Borrower or the Guarantor Pledgor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (f), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties Borrowers, the Pledgors or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Parties in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Parties, required by the UCC and sent to the Credit Parties at the related address for notices set forth herein, or at such other address as has been furnished by the Credit Parties to the Administrative Agent or the Administrative Agent in accordance herewith and at least ten (10) days prior to such action, shall constitute reasonable notice to the Credit Parties; (G) any such notice shall be given in the manner prescribed by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all or any part of such Collateral, at the expense of the Borrowers. Each of the Borrowers and the GuarantorBorrower General Partners, to the maximum extent permitted by Applicable applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties owed hereininterest, with full power of substitution and with full authority in place of such Credit Party, following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5) to take any and all steps in the name of and on behalf of such Borrower or such Credit Party that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitationlimitation (and pursuant to a series of pledges and as collateral agent for the Borrower, in the case of a Pledgor), making Investor Capital Calls in respect of the Investor Capital Commitments, exercising any discretion with respect thereto that is afforded to such Borrowers Borrowers, Pledgors or Guarantor General Partners under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s, the Pledgor’s or GuarantorGeneral Partner’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor Borrower General Partners hereby further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX InsidersEmployee Investors) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder).

Additional Default Remedies. Subject to Section 10.5, upon the occurrence, and during the continuance of any Event of Default, the Administrative Agent may and, at request of the Required Lenders, and in accordance with the Assigned Rights, shall: (a) whether in its own name or the name of the Guarantorany Fund Party or any General Partner, in accordance with the Constituent Documents, notify any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Fund Party shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower Fund or the Guarantorany General Partner, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers or the Guarantor General Partners all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (c) invoke, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Document, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (d) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (e) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (f) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, at public or private sale, as a unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any kind (each Borrower and the Guarantor agree agrees that, for such purpose, the Administrative Agent on behalf of the Secured Parties, may maintain all or any part of the related Collateral on the premises of such Borrower or the Guarantor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (f), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Fund Parties in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Parties, required by the UCC and sent to the Credit Parties at the related address for notices set forth herein, or at such other address as has been furnished by the Credit Parties to the Administrative Agent or the Administrative Agent in accordance herewith and at least ten (10) days prior to such action, shall constitute reasonable notice to the Credit Parties; (G) any such notice shall be given in the manner prescribed by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all or any part of such Collateral, at the expense of the Borrowers. Each of the Borrowers and the Guarantor, General Partners to the maximum extent permitted by Applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties owed herein, with full power of substitution and with full authority in place of such Credit Party, following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5) to take any and all steps in the name of and on behalf of such Borrower or such Credit Party that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, making Investor Capital Calls in respect of the Investor Capital Commitments, exercising any discretion with respect thereto that is afforded to such Borrowers or Guarantor General Partners under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s or GuarantorGeneral Partner’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor hereby General Partners hxxxxx further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX Insiders) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder).

Additional Default Remedies. Subject to Section 10.5, upon the occurrence, and during the continuance of any Event of Default, the Administrative Agent may and, at request of the Required Lenders, shall: (a) whether in its own name or the name of any Borrower, or any Borrower General Partner or, through a series of pledges and as collateral agent for the GuarantorBorrower, in accordance with the Constituent Documentsname of a Pledgor and/or Pledgor General Partner, notify any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Party shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower, any in the name of any Borrower or General Partner or, through a series of pledges and as collateral agent for the GuarantorBorrower, in the name of a Pledgor and/or Pledgor General Partner, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers Borrowers, the Pledgors or the Guarantor General Partners all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (c) invoke, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Document, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (d) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (e) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (f) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, at public or private sale, as a unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any kind (each Borrower and the Guarantor agree agrees that, for such purpose, the Administrative Agent on behalf of the Secured Parties, may maintain all or any part of the related Collateral on the premises of such Borrower or the Guarantor Pledgor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (f), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties Borrowers, the Pledgors or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Parties in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Parties, required by the UCC and sent to the Credit Parties at the related address for notices set forth herein, or at such other address as has been furnished by the Credit Parties to the Administrative Agent or the Administrative Agent in accordance herewith and at least ten (10) days prior to such action, shall constitute reasonable notice to the Credit Parties; (G) any such notice shall be given in the manner prescribed by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all or any part of such Collateral, at the expense of the Borrowers. Each of the Borrowers and the GuarantorBorrower General Partners, to the maximum extent permitted by Applicable applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties owed hereininterest, with full power of substitution and with full authority in place of such Credit Party, following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5) to take any and all steps in the name of and on behalf of such Borrower or such Credit Party that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitationlimitation (and pursuant to a series of pledges and as collateral agent for the Borrower, in the case of a Pledgor), making Investor Capital Calls in respect of the Investor Capital Commitments, exercising any discretion with respect thereto that is afforded to such Borrowers Borrowers, Pledgors or Guarantor General Partners under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s, the Pledgor’s or GuarantorGeneral Partner’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor hereby Borrower General Partners xxxxxx further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX InsidersEmployee Investors) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder).

Additional Default Remedies. Subject to Section 10.5, upon the occurrence, and during the continuance of any Event of Default, the Administrative Agent may and, at request of the Required Lenders, shall: (a) whether in its own name or the name of the Guarantorany Borrower, in accordance with the Constituent Documents, notify any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Party Borrower shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower or the GuarantorBorrower, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers or the Guarantor all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (c) invoke, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Document, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (d) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (e) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (f) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, at public or private sale, as a unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any kind (each Borrower and the Guarantor agree agrees that, for such purpose, the Administrative Agent on behalf of the Secured Parties, may maintain all or any part of the related Collateral on the premises of such Borrower or the Guarantor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (f), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties Borrowers or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Parties Borrowers in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Parties, required by the UCC and sent to the Credit Parties Borrowers at the related address for notices set forth herein, or at such other address as has been furnished by the Credit Parties Borrowers to the Administrative Agent or the Administrative Agent in accordance herewith and at least ten (10) days prior to such action, shall constitute reasonable notice to the Credit PartiesBorrowers; (G) any such notice shall be given in the manner prescribed by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties Borrowers will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all or any part of such Collateral, at the expense of the Borrowers. Each of the Borrowers and the GuarantorBorrowers, to the maximum extent permitted by Applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties Borrowers owed herein, with full power of substitution and with full authority in place of such Credit PartyBorrower, following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5) to take any and all steps in the name of and on behalf of such Borrower or such Credit Party Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, making Investor Capital Calls in respect of the Investor Capital Commitments, exercising any discretion with respect thereto that is afforded to such Borrowers or Guarantor under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s or Guarantor’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor hereby further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX Insiders) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder).

Additional Default Remedies. Subject Without limiting any of the above powers or the provisions of the Loan Agreement, to Section 10.5the extent permitted by applicable law, Secured Party, for the ratable benefit of Banks may, upon the occurrence, happening and during the continuance of any Event of Default, the Administrative Agent may andapply, at request of the Required Lendersset-off, shall: (a) whether collect, sell in its own name one or the name of the Guarantormore sales, in accordance with the Constituent Documentslease, notify or otherwise transfer any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Party shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower or the Guarantor, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due in its then condition or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances following any commercially reasonable preparation or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers or the Guarantor all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (c) invokeprocessing, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Documentsuch order as Secured Party may elect, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (d) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (e) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (f) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, sale may be made either at public or private salesale at its place of business or elsewhere, or at any brokers' board or securities exchange, either for cash or upon credit or for future delivery, at such price as a unit Secured Party may deem fair, and Secured Party, for the ratable benefit of Banks, may be the purchaser of any or all of the Collateral so sold and may hold the same thereafter in parcels, upon any terms and prices and in any orderits own right, free from any claim of Debtor or right of any kind (each Borrower and the Guarantor agree thatredemption. No such purchase or holding by Secured Party, for such purposethe ratable benefit of Banks, shall be deemed a retention by Secured Party, for the Administrative Agent on behalf ratable benefit of Banks in satisfaction of the Secured PartiesObligations. If, may maintain all or notwithstanding the foregoing provisions, any part applicable provision of the related Collateral on the premises UCC or other applicable law requires Secured Party to give reasonable notice of such Borrower or the Guarantor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (f), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers sale or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Parties in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Partiesaction, required by the UCC and sent to the Credit Parties at the related address for notices set forth hereinreasonable notice is not defined in such law, or at such other address as has been furnished by the Credit Parties to the Administrative Agent or the Administrative Agent in accordance herewith and at least Debtor hereby agrees that ten (10) days prior to such action, written notice shall constitute reasonable notice notice. Secured Party may require Debtor to assemble the Credit Parties; (G) any such notice shall Collateral and make it available to Secured Party. Any sale hereunder may be given in the manner prescribed conducted by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all an auctioneer or any part officer or agent of such Collateral, at the expense of the BorrowersSecured Party. Each of the Borrowers and the Guarantor, to the maximum extent permitted by Applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties owed herein, with full power of substitution and with full authority in place of such Credit Party, following After the occurrence and during the continuation continuance of an Event of Default (but subject to Section 10.5) Default, Secured Party, for the ratable benefit of Banks, shall have the right to take possession of any and or all steps in the name of and on behalf of such Borrower or such Credit Party that are necessary or desirable, in the determination of the Administrative AgentCollateral and to take possession of all books, records, documents, information, agreements, and other property of Debtor or in Debtor's possession or control relating to collect amounts due under the Collateral, including, without limitation, making Investor Capital Calls in respect and for such purpose may enter upon any premises upon which any of the Investor Capital CommitmentsCollateral or any of such books, exercising records, information, agreements or other property are situated and remove the same therefrom without any discretion with respect thereto that is afforded to such Borrowers liability for trespass or Guarantor under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s or Guarantor’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor hereby further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX Insiders) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder)damages occasioned thereby.

Additional Default Remedies. Subject to Section 10.5, upon the occurrence, and during the continuance of any Event of Default, the Administrative Agent may and, at request of the Required Lenders, shall: (a) Issue the Administrative Agent Release Notice (as defined in the Escrow Agreement) to the Escrow Agent; (b) whether in its own name or the name of the Guarantor, in accordance with the Constituent Documentsany Borrower, notify any or all related Investors to make Investor Capital Contributions in respect of all Unfunded Capital Commitments directly to the Administrative Agent, or to such other Person as the Administrative Agent may require, whereupon immediately each Credit Party Borrower shall not call or receive the same (except at the direction of the Administrative Agent); (i) take or bring in the name of any Borrower or the GuarantorBorrower, or that of the Administrative Agent, all actions, suits or proceedings deemed by the Administrative Agent as necessary or desirable to effect possession or collection of the related Collateral, including sums due or paid thereon; (ii) subject to the provisions of the applicable Constituent Document, make allowances or adjustments of claims with respect to the related Collateral; (iii) subject to the provisions of the applicable Constituent Document, compromise any claims with respect to the related Collateral; and (iv) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, remove from the premises of the Borrowers or the Guarantor all documents, instruments, files or other items with respect to the related Collateral (including but not limited to any records with respect to such Collateral); (cd) invoke, in addition to the rights and remedies provided in this Credit Agreement or any other Loan Document, the rights and remedies of a secured party under the UCC and any and all other Governmental Rules; (de) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, apply by appropriate judicial proceedings for appointment of a receiver for the related Collateral or any part thereof (to which any such appointment each Borrower and the Guarantor hereby consents); (ef) take possession of the amounts on deposit from time to time in the Collateral Accounts, to the extent constituting Collateral, and apply such amounts as provided in this Credit Agreement; or (fg) following the Obligations becoming due and payable pursuant to Section 10.2 or this Section 10.3, take possession and dispose of all or any portion of the related Collateral, at public or private sale, as a unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any kind (each Borrower and the Guarantor agree agrees that, for such purpose, the Administrative Agent on behalf of the Secured Parties, may maintain all or any part of the related Collateral on the premises of such Borrower or the Guarantor for such period of time as may be reasonably necessary without any charge to the Administrative Agent whatsoever). In connection with the foregoing clauses (a) through (fg), it is expressly agreed that: (A) prior to taking any such action, the Administrative Agent shall use commercially reasonable efforts to notify the Borrowers and the Lenders of the proposed action; provided that any failure to properly notify the Borrowers or any Lenders shall not prevent or delay the Administrative Agent’s ability to take such actions; (B) regardless of any provision hereof, and with the exception of any liability of the Administrative Agent for damages that are the result solely of its own gross negligence or willful misconduct, the Administrative Agent shall never be liable to the Credit Parties Borrowers or any Lender for the failure of the Administrative Agent to collect or for its failure to exercise diligence in the collection, possession, or any transaction concerning, all or any part of the related Collateral; (C) the rights, titles, interests, liens and security interests of the Administrative Agent for the benefit of the Secured Parties, are cumulative of all of the rights, titles, interest, liens or security interests which the Administrative Agent may now or at any time hereafter hold regarding the Obligations; (D) issuance by the Administrative Agent of a receipt to any Person obligated to pay any amounts to the Credit Parties Borrowers in respect of the related Collateral shall be a full and complete release, discharge and acquittance to such Person to the extent of any amount so paid to the Administrative Agent; (E) the related Collateral may be sold or disposed of in one or more transactions, as the Administrative Agent on behalf of the Secured Parties, deems appropriate; (F) any notice of sale, disposition or other action by the Administrative Agent on behalf of the Secured Parties, required by the UCC and sent to the Credit Parties Borrowers at the related address for notices set forth herein, or at such other address as has been furnished by the Credit Parties Borrowers to the Administrative Agent or the Administrative Agent in accordance herewith and at least ten (10) days prior to such action, shall constitute reasonable notice to the Credit PartiesBorrowers; (G) any such notice shall be given in the manner prescribed by or permitted in this Credit Agreement or the other Loan Documents; and (H) upon the request of the Administrative Agent, the Credit Parties Borrowers will take all actions reasonably requested by the Administrative Agent to prepare the related Collateral for disposition and otherwise reasonably assist the Administrative Agent in the realization of all or any part of such Collateral, at the expense of the Borrowers. Each of the Borrowers and the GuarantorBorrowers, to the maximum extent permitted by Applicable applicable Law, hereby irrevocably appoints the Administrative Agent as its attorney-in-fact coupled with an interest and given by way of security to secure the performance of the obligations of the Credit Parties owed hereininterest, with full power of substitution and with full authority in place of such Credit PartyBorrower, following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5) to take any and all steps in the name of and on behalf of such Borrower or such Credit Party Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Collateral, including, without limitation, making Investor Capital Calls in respect of the Investor Capital Commitments, exercising any discretion with respect thereto that is afforded to such Borrowers or Guarantor under the related Constituent Documents and/or the Subscription Agreements and endorsing any Borrower’s or Guarantor’s name on checks and other instruments representing Investor Capital Contributions and taking the other actions described in this Section 10.3. Each of the Borrowers and the Guarantor hereby further agrees that it shall, at the direction of the Administrative Agent following the occurrence and during the continuation of an Event of Default (but subject to Section 10.5), take all actions reasonably requested by the Administrative Agent (including, without limitation, issuing Investor Capital Calls and notifying any or all related Investors to make Investor Capital Contributions in respect of all Investor Capital Commitments on the Administrative Agent’s behalf and enforcing the obligations of the Investors (other than any SOX Insiders) to make such Investor Capital Contributions to facilitate the exercise of the Administrative Agent’s remedies hereunder).