Common use of After Default Clause in Contracts

After Default. Notwithstanding anything in the Security Agreement or in the Guaranty Agreement to the contrary, all funds (i) received by either Agent from the enforcement of the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banks, pro rata in accordance with the respective unpaid amounts of the Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and satisfied in full or cash collateralized; and (iii) third, to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits and shall be subject to fully available funds. If any amount applied under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank and the Banks against all claims and losses resulting from such dishonor or return.

After Default. Notwithstanding anything At any time when a Continuing Default exists, Agent, without in the Security Agreement or in the Guaranty Agreement any way waiving such default, may at its option, without notice, and without regard to the contrary, all funds (i) received by either Agent from the enforcement adequacy of the Guarantee Agreement or from security for the Collateral Agent’s sale or other liquidation Obligations secured hereby and by the Mortgage/Deed of Trust revoke the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued right and unpaid fees of the Agents hereunder and then license granted above to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributedAssignor and: (i) firstAuthorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Notes, the Mortgage/Deed of Trust and this Assignment and that a Continuing Default exists thereunder, to an account at pay over to Agent all rents, fees, income and profits arising or accruing under the Administrative Agent over which Leases or from the Administrative Agent Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, and occupant shall have control in an amount sufficient the right to fully collateralize all Letter rely upon any such statement and request by Agent that lessee, licensee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Credit Exposure in an amount equal Assignor to 101% of all Letter of Credit Exposure then outstanding; andthe contrary and that Assignor shall have no right or claim against lessees, licensees or occupants for any such rent so paid by lessees, licensees or occupants to Agent after such notice to the lessee, licensee or occupant by Agent; (ii) secondEither in person or by agent, to the Bankswith or without bringing any action or proceedings, pro rata in accordance with the respective unpaid amounts or by a receiver appointed by a court, take possession of the Obligations (excluding any Bank Product Obligations arising Property and have, hold, manage, lease, license and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in connection its own name, demand, xxx for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with an Unreserved Bank Product) until full power to make from time to time all such Obligations have been paid improvements, alterations, renovations, repairs and satisfied in full replacements thereto or cash collateralizedthereof as may be deemed proper by Agent; and (iii) thirdApply such rents, fees, income and profits to the Bankspayment of: (a) all expenses of managing the Property including, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portionwithout being limited thereto, the Bank Product Obligations shall only be included salaries, fees and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to the extent taking and retaining possession of the related Bank Product Amount then most recently establishedProperty; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all principal sum, interest and indebtedness secured hereby and by the Obligations (including without limitationMortgage/Deed of Trust, all contingent Obligations) have been paid and satisfied in full and all Commitments terminatedother Obligations together with all reasonable costs and attorneys' fees, in such order of priority as to any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise mentioned in this clause (iii) as Agent in its sole discretion may determine, any statute, law, custom, or use to such credits and shall be subject to fully available fundsthe contrary notwithstanding. If any amount applied under The exercise by Agent of the option granted it in this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank 5.2 and the Banks against all claims collection of the rents, fees, income and losses resulting from such dishonor profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default or returnEvent of Default under the other Loan Documents, or the Leases, or this Assignment.

After Default. Notwithstanding anything in After there exists any Event of Default which is continuing under the Security Agreement Note Agreement: (a) The Holders may request, without limiting the rights and remedies of the Holders otherwise provided hereunder or in under the Guaranty Agreement to other Loan Documents, that each Debtor do any of the contrary, all funds following: (i) received by either Agent from give the enforcement Holders specific assignments of the Guarantee Agreement material accounts receivable of such Debtor after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be reasonably satisfactory to Holders, and (ii) in order to better secure the Holders, to the extent permitted by Law, enter into such lockbox agreements and establish such lockbox accounts as the Holders may require, with the local banks in areas in which the Debtors may be operating (in such cases, all local lockbox accounts shall be depositary transfer accounts titled in a manner acceptable to the Holders to indicate that the accounts are established in trust for the benefit of the Holders and the "Administrative Agent" and the "Banks" as defined and referred to in the Credit Agreement) which local banks shall have agreed to in writing to the Holders' requirements for the handling of such accounts and the transfer of account funds to the Holders, all at the sole expense of such Debtor, and shall direct all payments from all commercial payors and all other payors due to such Debtor, to such lockbox accounts. (b) in addition to the rights and remedies set forth herein, the Holders: (a) may from time to time take such steps as the Holders deem necessary to protect the Holders' interest in and to preserve the Collateral, including the hiring of such security guards or from the Collateral Agent’s sale placing of other security protection measures as the Holders may deem appropriate; (b) may employ and maintain at any of any Debtor's premises a custodian who shall have full authority to do all acts necessary to protect the Holders' interests in the Collateral; (c) may lease warehouse facilities to which Holders may move all or part of the Collateral; (d) may use any Debtor's owned or leased lifts, hoists, trucks and other liquidation facilities or equipment for handling or removing the Collateral; (e) may pursue landlords' or mortgagees' lien waivers with respect to each premises on which any of the Collateral when an Event is now or hereafter located and, in furtherance thereof, the Debtors agree to fully assist and cooperate with the Holders in such endeavor, and (f) shall have, and is hereby granted, a right of Default exists ingress and egress to the places where the Collateral is located, and may proceed over and through any of Debtor's owned or leased property; and, each Debtor shall cooperate fully with all of the Holders' efforts to preserve the Collateral and will take such actions to preserve the Collateral as the Holders may direct; and, all of the Holders' expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be and become a part of the Debt secured hereby. (includingc) The Holders shall have and may exercise all the rights and remedies available to a secured party under the UCC in effect at the time, without limitationand such other rights and remedies as may be provided by Law and as set forth below, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect including to take over and collect all of any Debtor's Collateral) or (ii) deposited into the Concentration Account , and to this end each Debtor hereby appoints each Holder, its officers, employees and agents, as its irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to, after an Event of Default exists shall first Default: (i) take possession immediately, with or without notice, demand, or legal process, of any or all of the Collateral wherever found, and for such purposes, enter upon any premises upon which the Collateral may be applied as found and remove the Collateral therefrom, (ii) require any Debtor to assemble the Collateral and deliver it to the Holders or to any place designated by the Holders at such Debtor's expense, (iii) demand and direct account debtors to make payment to the Holders of the Accounts, (iv) enforce payment of the accrued material Accounts by legal proceedings or otherwise, (v) exercise all of any Debtor's rights and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing remedies with respect to the either Agent in its capacity as an Agent hereunder only and then collection of material Accounts, (vi) settle, adjust, compromise, extend or renew the Accounts, (vii) settle, adjust or compromise any remaining amount of such proceeds shall be distributed: legal proceedings brought to collect material Accounts, (iviii) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banksextent permitted by applicable Law, pro rata sell or assign material Accounts upon such terms, for such amounts and at such time or times as the Holders deem advisable, (ix) discharge and release material Accounts, (x) take control, in accordance with the respective unpaid amounts any manner, of the Obligations any item of payment or proceeds from any account debtor, (excluding xi) prepare, file and sign any Bank Product Obligations arising Debtor's name on any Proof of Claim in Bankruptcy or similar document against any account debtor, (xii) prepare, file, and sign any Debtor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with an Unreserved Bank Productmaterial Accounts, (xiii) until do all such Obligations have been paid acts and satisfied things necessary, in full or cash collateralized; and (iii) thirdthe Holders' sole discretion, to fulfill any of any Debtor's obligations to the Banks, pro rata in accordance with Holders under the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portionNote Agreement, the Bank Product Obligations shall only be included Notes, the Guaranties, hereunder or otherwise, (xiv) endorse the name of any Debtor upon any check, chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to Inventxxx or xxxerial Accounts; (xv) access and use the information recorded on or contained in any data processing equipment or computer hardware or software relating to the extent of the related Bank Product Amount then most recently established; Inventory, material Accounts, or other Collateral or proceeds thereof to which any Debtor has access, (xvi) demand, sue for, collect, compromise, and give acquittances for any and all Collxxxral, (Bxix) payments to a Bank prosecute, defend, or compromise any action, claim or proceeding with respect to Bank Product Obligations any of the Collateral, and (xx) take such other action as the Holders may deem appropriate, including extending or modifying the terms of payment of any Debtor's debtors. This power of attorney, being coupled with an interest, shall not exceed be irrevocable for the Bank Product Amount then most recently established life of this Agreement. To the extent permitted by Law, each Debtor hereby waives all claims of damages due to or arising from or connected with respect theretoany of the rights or remedies exercised by the Holders pursuant to this Agreement, except claims arising from gross negligence or willful misconduct by the Holders. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full Each Holder hereby accepts this power of attorney and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits and shall be subject to fully available funds. If any amount applied under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents powers granted hereunder. (d) The Holders shall have the right to reverse lease, sell, or otherwise dispose of all or any of the Collateral at public or private sale or sales for cash, credit or any combination thereof, with such credit notice as may be required by Law (it being agreed by each Debtor that, in the absence of any contrary requirement of Law, ten (10) days' prior notice of a public or private sale of Collateral shall be deemed reasonable notice, except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market in which case no notice shall be required,), in lots or in bulk, for cash or on credit, all as the Holders, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. The Holders shall have the right to conduct such sales on any Debtor's premises or elsewhere and shall have the right to use any Debtor's premises without charge for such sales for such time or times as the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank and the Banks against all claims and losses resulting from such dishonor or returnHolders may see fit.

After Default. Notwithstanding anything in The Borrower further agrees to pay, or reimburse --------------- the Security Agreement or in Administrative Agent, the Guaranty Agreement Issuing Banks and the Lenders for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the contraryAdministrative Agent, all funds (i) received by either Agent from the enforcement of Lenders and the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when an Event of Default exists Issuing Banks (including, without limitationduplication, the allocated cost of staff counsel) and also including all costs of settlement after the occurrence of an Event of Default, (i) in enforcing any Obligation or in foreclosing against the Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, including any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents (other than, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts paid as adequate protection payments shall be refunded to the Borrower upon such decision of such court); (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (vi) attempting to enforce or enforcing any security interest in any of the Collateral or any other distributions in any bankruptcy or insolvency proceeding rights under the Collateral Documents. Any payments made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banks, pro rata in accordance with the respective unpaid amounts of the Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and satisfied in full or cash collateralized; and (iii) third, to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or received by the Administrative Agent and applied as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits reimbursements for costs and shall be subject to fully available funds. If any amount applied expenses under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, 12.03(b) shall be apportioned among the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the AgentsAdministrative Agent, the Issuing Bank Banks and the Banks against all claims and losses resulting from such dishonor or return.Lenders in the order of priority set forth in Section 2.05(b). ---------------

After Default. Notwithstanding anything in After there exists any Event of Default which is continuing under the Security Agreement Credit Agreement: (a) The Agent may request, without limiting the rights and remedies of the Agent on behalf of itself and the Banks otherwise provided hereunder or in under the Guaranty Agreement to other Loan Documents, that each Debtor do any of the contrary, all funds following: (i) received by either give the Agent from on behalf of itself and the enforcement Banks specific assignments of the Guarantee Agreement material accounts receivable of such Debtor after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be reasonably satisfactory to Agent, and (ii) in order to better secure the Agent on behalf of itself and the Banks, to the extent permitted by Law, enter into such lockbox agreements and establish such lockbox accounts as the Agent may require, with the local banks in areas in which the Debtors may be operating (in such cases, all local lockbox accounts shall be depositary transfer accounts titled in a manner acceptable to the Agent to indicate that the accounts are established in trust for the benefit of the Agent and the holders of the Notes issued under the Senior Note Purchase Agreement) which local banks shall have agreed to in writing to the Agent's requirements for the handling of such accounts and the transfer of account funds to the Agent on behalf of itself and the Banks, all at the sole expense of such Debtor, and shall direct all payments from all commercial payors and all other payors due to such Debtor, to such lockbox accounts. (b) in addition to the rights and remedies set forth herein, Agent: (a) may from time to time take such steps as Agent deems necessary to protect Agent's interest in and to preserve the Collateral, including the hiring of such security guards or from the Collateral placing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Debtor's premises a custodian who shall have full authority to do all acts necessary to protect Agent’s sale 's interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Debtor's owned or leased lifts, hoists, trucks and other liquidation facilities or equipment for handling or removing the Collateral; (e) may pursue landlords' or mortgagees' lien waivers with respect to each premises on which any of the Collateral when an Event is now or hereafter located and, in furtherance thereof, the Debtors agree to fully assist and cooperate with the Agent in such endeavor, and (f) shall have, and is hereby granted, a right of Default exists ingress and egress to the places where the Collateral is located, and may proceed over and through any of Debtor's owned or leased property; and, each Debtor shall cooperate fully with all of Agent's efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct; and, all of Agent's expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be and become a part of the Debt secured hereby. (includingc) The Agent shall have and may exercise all the rights and remedies available to a secured party under the UCC in effect at the time, without limitationand such other rights and remedies as may be provided by Law and as set forth below, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect including to take over and collect all of any Debtor's Collateral) or (ii) deposited into , and to this end each Debtor hereby appoints the Concentration Account Agent, its officers, employees and agents, as its irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to, after an Event of Default exists shall first Default: (i) take possession immediately, with or without notice, demand, or legal process, of any or all of the Collateral wherever found, and for such purposes, enter upon any premises upon which the Collateral may be applied as found and remove the Collateral therefrom, (ii) require any Debtor to assemble the Collateral and deliver it to the Agent or to any place designated by the Agent at such Debtor's expense, (iii) demand and direct account debtors to make payment to Agent for the Banks of the Accounts, (iv) enforce payment of the accrued material Accounts by legal proceedings or otherwise, (v) exercise all of any Debtor's rights and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing remedies with respect to the either Agent in its capacity as an Agent hereunder only and then collection of material Accounts, (vi) settle, adjust, compromise, extend or renew the Accounts, (vii) settle, adjust or compromise any remaining amount of such proceeds shall be distributed: legal proceedings brought to collect material Accounts, (iviii) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banksextent permitted by applicable Law, pro rata sell or assign material Accounts upon such terms, for such amounts and at such time or times as the Agent deems advisable, (ix) discharge and release material Accounts, (x) take control, in accordance with the respective unpaid amounts any manner, of the Obligations any item of payment or proceeds from any account debtor, (excluding xi) prepare, file and sign any Bank Product Obligations arising Debtor's name on any Proof of Claim in Bankruptcy or similar document against any account debtor, (xii) prepare, file, and sign any Debtor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with an Unreserved Bank Productmaterial Accounts, (xiii) until do all such Obligations have been paid acts and satisfied things necessary, in full or cash collateralized; and (iii) thirdthe Agent's sole discretion, to the Banks, pro rata in accordance with the respective unpaid amounts fulfill any of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included any Debtor's obligations to the extent Agent or the Banks under the Credit Agreement, Loan Documents, or otherwise, (xiv) endorse the name of any Debtor upon any check, chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to Invenxxxx ox xxterial Accounts; (xv) access and use the related Bank Product Amount then most recently established; information recorded on or contained in any data processing equipment or computer hardware or software relating to the Inventory, material Accounts, or other Collateral or proceeds thereof to which any Debtor has access, (xvi) demand, sue for, collect, compromise, and give acquittances for any and all Colxxxeral, (Bxix) payments to a Bank prosecute, defend, or compromise any action, claim or proceeding with respect to Bank Product Obligations any of the Collateral, and (xx) take such other action as the Agent may deem appropriate, including extending or modifying the terms of payment of any Debtor's debtors. This power of attorney, being coupled with an interest, shall not exceed be irrevocable for the Bank Product Amount then most recently established life of this Agreement. To the extent permitted by Law, each Debtor hereby waives all claims of damages due to or arising from or connected with respect theretoany of the rights or remedies exercised by the Agent pursuant to this Agreement, except claims arising from gross negligence or willful misconduct by the Agent. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full The Agent hereby accepts this power of attorney and all Commitments terminated, any proceeds of Collateral shall be delivered to powers granted hereunder for the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents benefit of the items giving rise to such credits Agent and shall be subject to fully available funds. If any amount applied under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents Banks. (d) The Agent shall have the right to reverse lease, sell, or otherwise dispose of all or any of the Collateral at public or private sale or sales for cash, credit or any combination thereof, with such credit notice as may be required by Law (it being agreed by each Debtor that, in the absence of any contrary requirement of Law, ten (10) days' prior notice of a public or private sale of Collateral shall be deemed reasonable notice, except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market in which case no notice shall be required,), in lots or in bulk, for cash or on credit, all as the Agent, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. The Agent shall have the right to conduct such sales on any Debtor's premises or elsewhere and shall have the right to use any Debtor's premises without charge for such sales for such time or times as the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank and the Banks against all claims and losses resulting from such dishonor or returnAgent may see fit.

After Default. Notwithstanding anything in The Borrower further agrees ------------- to pay, or reimburse the Security Agreement or in Administrative Agent, the Guaranty Agreement Issuing Banks and the Lenders for, all out-of-pocket costs and expenses, including the reasonable fees and disbursements of counsel to the contraryAdministrative Agent, all funds (i) received by either Agent from the enforcement of Lenders and the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when an Event of Default exists Issuing Banks (including, without limitationduplication, the allocated cost of staff counsel) and also including all costs of settlement after the occurrence of an Event of Default, (i) in enforcing any Obligation or in foreclosing against the Collateral or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a "work-out" or in any insolvency or bankruptcy proceeding, including any costs related to the hiring of consultants or experts; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to the Borrower and related to or arising out of the transactions contemplated hereby or by any of the Loan Documents (other than, with respect to any Lender, to the extent resulting from or arising out of any litigation by the Borrower against such Lender in respect of a breach by such Lender of its obligations under this Agreement if such Lender is found by a court of competent jurisdiction to have breached its obligations under this Agreement (it being agreed that, to the extent that the Borrower shall have paid any fees and expenses of such Lender relating to any such litigation, such amounts paid as adequate protection payments shall be refunded to the Borrower upon such decision of such court); (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise); (v) in protecting, preserving, collecting, leasing, selling, taking possession of, or liquidating any of the Collateral; or (vi) attempting to enforce or enforcing any security interest in any of the Collateral or any other distributions in any bankruptcy or insolvency proceeding rights under the Collateral Documents. Any payments made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banks, pro rata in accordance with the respective unpaid amounts of the Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and satisfied in full or cash collateralized; and (iii) third, to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or received by the Administrative Agent and applied as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits reimbursements for costs and shall be subject to fully available funds. If any amount applied expenses under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, 12.03(b) shall be apportioned among ---------------- the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the AgentsAdministrative Agent, the Issuing Bank Banks and the Banks against all claims and losses resulting from such dishonor or return.Lenders in the order of priority set forth in Section 2.05(b). ---------------