Common use of Consistent with the rights and remedies Clause in Contracts

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable and the Collateral Agent shall, at the direction of the Administrative Agent, deposit the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.08. Notwithstanding the foregoing, the Collateral Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i) or (a)(ii), unless the Administrative Agent confirms in writing that: (A) 100% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent). The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their successors or assigns.

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.08. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i) or (a)(ii10.01(a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 10066 2/3% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent). The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their its successors or assigns.. 155

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.08. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Defaulta Termination Event, other than an a Termination Event of Default described in Section 10.01(a)(i) or (a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 100% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding Loan Balance and all accrued but unpaid interest on such Loans Outstanding Loan Balance or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent)purpose. The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) ten Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their its successors or assigns.

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.08. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i) or (a)(ii10.01(a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 10066 2/3% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent). The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their its successors or assigns.

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.08. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i) or (a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 100% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent)purpose. The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their its successors or assigns.

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.082.07. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i9.01(a)(i) or (a)(ii9.01(a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 10066 2/3% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent)purpose. The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their its successors or assigns.

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.082.07. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i9.01(a)(i) or (a)(ii9.01(a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 10066 2/3% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent)purpose. The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their its successors or assigns.. 145

Consistent with the rights and remedies. of a secured party under the UCC (and except as otherwise required by the UCC), the Collateral Administrative Agent may, without notice except as specified below, foreclose on the Collateral or any part of the Collateral, solicit and accept bids for and sell the Collateral or any part of the Collateral in one or more parcels at public or private sale, at any exchange, broker’s board or at the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and the Collateral Administrative Agent shall, at the direction of the Administrative Agent, deposit shall apply the proceeds from the sale of the Collateral into the Collection Account for application by the Administrative Agent or pursuant to such direction from the Administrative Agent to any amounts payable by the Borrower with respect to the Obligations in accordance with the priorities required by Section 2.08. Notwithstanding the foregoing, the Collateral Administrative Agent may not sell or otherwise liquidate the Collateral or any part of the Collateral, at the direction of the Administrative Agent or the Required Lenders following an Event of Default, other than an Event of Default described in Section 10.01(a)(i) or (a)(ii), unless the Administrative Agent confirms in writing thatunless: (A) 100% of the Lenders consent thereto, (B) the proceeds of such sale or liquidation will be sufficient to pay in full the Loans Outstanding and all accrued but unpaid interest on such Loans Outstanding or (C) the Administrative Agent determines that the Collateral will not continue to provide sufficient funds for the payment of principal and interest on the Loans as they would have become due if the Loans had not been declared immediately due and payable, and the Administrative Agent obtains the consent of the Required Lenders. In determining such sufficiency or insufficiency with respect to clauses (B) and (C) above, the Administrative Agent may, but need not, obtain and rely upon an opinion of an independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as of the sufficiency of the Collateral for such purpose (which opinion shall also be addressed to the Collateral Agent)purpose. The Borrower agrees that, to the extent notice of sale shall be required by Applicable Law, at least seven (7) Business Days’ notice to the Borrower (with a copy to each Secured Party) of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed for such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Every such sale shall operate to divest all right, title, interest, claim and demand whatsoever of the Borrower and the Borrower Loan Trustee in and to the Collateral so sold, and shall be a perpetual bar, both at law and in equity, against the Borrower, the Borrower Loan Trustee or any Person claiming the Collateral sold through the Borrower, the Borrower Loan Trustee and their successors or assigns.so