Common use of Default Rights and Remedies Clause in Contracts

Default Rights and Remedies. If an Event of Default exists, the Agent shall have the following rights and remedies: (a) In addition to all other rights and remedies granted to the Agent in this Agreement or in any other Loan Document or by applicable law, the Agent shall have all of the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral). Without limiting the generality of the foregoing, the Agent may (A) without demand or notice to it, collect, receive or take possession of the Collateral or any part thereof and for that purpose the Agent may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, and/or (B) sell, lease or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable or otherwise as may be permitted by law. The Agent shall have the right at any public sale or sales, and, to the extent permitted by applicable law, at any private sale or sales, to bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) and become a purchaser of the Collateral or any part thereof free of any right or equity of redemption on the part of the Debtor, which right or equity of redemption is hereby expressly waived and released by the Debtor. Upon the request of the Agent, the Debtor shall assemble the Collateral and make it available to the Agent at anyplace designated by the Agent that is reasonably convenient to it and the Agent. The Debtor agrees that the Agent shall not be obligated to give more than ten (10) days prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. The Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. The Debtor shall be liable for all reasonable expenses of retaking, holding, preparing for sale or the like, and all reasonable attorneys' fees, legal expenses and other costs and expenses incurred by the Agent in connection with the collection of the Obligations and the enforcement of the Agent's rights under this Agreement. The Debtor shall remain liable for any deficiency if the Proceeds of any sale or other disposition of the Collateral applied to the Obligations are insufficient to pay the Obligations in full to the extent provided in the Loan Documents. The Agent may apply the Collateral against the Obligations as provided in the Credit Agreement. The Debtor waives all rights of marshalling, valuation and appraisal in respect of the Collateral. Any cash held by the Agent as Collateral and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and then or at any time thereafter applied in whole or in part by the Agent against, the Obligations in the order permitted by the Credit Agreement. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by the Agent and remaining after payment in full of all the Obligations shall be promptly paid over to the Debtor or to whomsoever may be lawfully entitled to receive such surplus; provided that the Agent shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreement. (b) The Agent may cause any or all of the Collateral held by it to be transferred into the name of the Agent or the name or names of the Agent's nominee or nominees. (c) The Agent may exercise any and all of the rights and remedies of the Debtor under or in respect of the Collateral, including, without limitation, any and all rights of it to demand or otherwise require payment of any amount under, or performance of any provision of, any of the Collateral. (d) The Agent may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) On any sale of the Collateral, the Agent is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of the Agent's counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable Governmental Authority.

Default Rights and Remedies. If an Event of Default exists, the Agent shall have the following rights and remedies: (a) In addition to all other rights and remedies granted to the Agent in this Agreement or in any other Loan Document or by applicable law, the Agent shall have all of the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral). Without limiting the generality of the foregoing, the Agent may (A) without demand or notice to it, collect, receive or take possession of the Collateral or any part thereof and for that purpose the Agent may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, and/or (B) sell, lease or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable or otherwise as may be permitted by law. The Agent shall have the right at any public sale or sales, and, to the extent permitted by applicable law, at any private sale or sales, to bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) and become a purchaser of the Collateral or any part thereof free of any right or equity of redemption on the part of the Debtor, which right or equity of redemption is hereby expressly waived and released by the Debtor. Upon the request of the Agent, the Debtor shall assemble the Collateral and make it available to the Agent at anyplace any place designated by the Agent that is reasonably convenient to it and the Agent. The Debtor agrees that the Agent shall not be obligated to give more than ten (10) days prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. The Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. The Debtor shall be liable for all reasonable expenses of retaking, holding, preparing for sale or the like, and all reasonable attorneys' fees, legal expenses and other costs and expenses incurred by the Agent in connection with the collection of the Obligations and the enforcement of the Agent's rights under this Agreement. The Debtor shall remain liable for any deficiency if the Proceeds of any sale or other disposition of the Collateral applied to the Obligations are insufficient to pay the Obligations in full to the extent provided in the Loan Documents. The Agent may apply the Collateral against the Obligations as provided in the Credit Agreement. The Debtor waives all rights of marshalling, valuation and appraisal in respect of the Collateral. Any cash held by the Agent as Collateral and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and then or at any time thereafter applied in whole or in part by the Agent against, the Obligations in the order permitted by the Credit Agreement. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by the Agent and remaining after payment in full of all the Obligations shall be promptly paid over to the Debtor or to whomsoever may be lawfully entitled to receive such surplus; provided that the Agent shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreement. (b) The Agent may cause any or all of the Collateral held by it to be transferred into the name of the Agent or the name or names of the Agent's nominee or nominees. (c) The Agent may exercise any and all of the rights and remedies of the Debtor under or in respect of the Collateral, including, without limitation, any and all rights of it to demand or otherwise require payment of any amount under, or performance of any provision of, any of the Collateral. (d) The Agent may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) On any sale of the Collateral, the Agent is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of the Agent's counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable Governmental Authority.

Default Rights and Remedies. If an Event Where PSIL settles a transaction for your account and you are have failed to make any payment of Default existscash, the Agent shall have the following rights and remediesdelivery of securities, or meet any other obligations hereunder: (a) In Xxxxxx and PSIL shall have no obligation to account to you or any other person for any investments or cash received by PSIL (or its nominee) and neither you nor any other person shall have any right, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell or otherwise dispose of any investments or cash received under the relevant settlement and apply the proceeds to discharge or reduce your obligations and any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL (or its nominee). PSIL’s rights are created by way of reservation of its right, title and interest in respect of investments and cash received and nothing in these terms are intended to, or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to all PSIL’s rights to assert any lien or set off against securities, cash or other rights and remedies granted assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the Agent in this Agreement position of PSIL or Cantor in any respect, PSIL or Cantor may, without notice: (a) cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, sell, charge or otherwise dispose of any cash, investments or other Loan Document assets held for you at such price and on such terms as PSIL or Cantor shall, in their absolute discretion, determine; and/or (c) exercise any other right or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positions. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by applicable lawPSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the Agent right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall have all be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the rights investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and remedies PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of a secured party under your liabilities, you will remain liable for the UCC balance. You hereby authorise PSIL to set off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it in or towards the UCC applies satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or in respect of the affected Collateralprovision of the services to you (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). Without limiting the generality of the foregoing, the Agent may In exercising any right or remedy pursuant to these terms: (Ai) without demand or notice to it, collect, receive or take possession of the Collateral or any part thereof and for that purpose the Agent may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, and/or (B) sell, lease or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable or otherwise as may be permitted by law. The Agent PSIL shall have the right at any public sale time without notice to combine and/or consolidate all or salesany of your accounts maintained with Cantor or PSIL in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets Regulations; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the extent permitted by applicable lawcredit of, at any private sale or sales, to bid (which bid as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in whole question without prior notice to you. Subject to the restrictions under the CBOI Client Assets Regulations, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in partsuch manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the form of cancellation of indebtednessevent that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) and become a purchaser of that remain outstanding. In the Collateral or any part thereof free of any right or equity of redemption on the part of the Debtor, which right or equity of redemption is hereby expressly waived and released by the Debtor. Upon the request of the Agent, the Debtor shall assemble the Collateral and make it available to the Agent at anyplace designated by the Agent that is reasonably convenient to it and the Agent. The Debtor agrees event that the Agent shall balances are not be obligated to give more than ten discharged within this time period Xxxxxx may discharge the balances (10acting as your agent) days prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. The Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the time right to apply normal transaction fees and place commissions for such transactions and can execute foreign exchange transactions to which the same was so adjournedfacilitate any such sale. The Debtor shall Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Xxxxxx shall use reasonable efforts to obtain the best possible result available in all reasonable expenses of retaking, holding, preparing the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the likesatisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and all reasonable attorneys' fees, legal expenses and other costs and expenses incurred by unconditionally appoint Xxxxxx as your agent to execute or procure the Agent in connection with the collection of the Obligations and the enforcement of the Agent's rights under this Agreement. The Debtor shall remain liable for any deficiency if the Proceeds execution of any sale documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or other disposition of the Collateral applied otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the Obligations are insufficient to pay the Obligations provisions in full to the extent provided in the Loan Documents. The Agent may apply the Collateral against the Obligations as provided in the Credit Agreement. The Debtor waives all rights of marshalling, valuation and appraisal in respect of the Collateral. Any cash held by the Agent as Collateral and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and then or at any time thereafter applied in whole or in part by the Agent against, the Obligations in the order permitted by the Credit Agreement. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by the Agent and remaining after payment in full of all the Obligations shall be promptly paid over to the Debtor or to whomsoever may be lawfully entitled to receive such surplus; provided that the Agent shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreementthese terms. (b) The Agent may cause any or all of the Collateral held by it to be transferred into the name of the Agent or the name or names of the Agent's nominee or nominees. (c) The Agent may exercise any and all of the rights and remedies of the Debtor under or in respect of the Collateral, including, without limitation, any and all rights of it to demand or otherwise require payment of any amount under, or performance of any provision of, any of the Collateral. (d) The Agent may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) On any sale of the Collateral, the Agent is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of the Agent's counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable Governmental Authority.

Default Rights and Remedies. If an Event Where PSIL settles a transaction for your account and you are have failed to make any payment of Default existscash, the Agent shall have the following rights and remediesdelivery of securities, or meet any other obligations hereunder: (a) In Xxxxxx and PSIL shall have no obligation to account to you or any other person for any investments or cash received by PSIL (or its nominee) and neither you nor any other person shall have any right, title or interest in respect of investment or cash received by PSIL (or its nominee) until you have fully discharged your obligations; (b) Cantor and PSIL may without prior notice sell or otherwise dispose of any investments or cash received under the relevant settlement and apply the proceeds to discharge or reduce your obligations and any surplus not applied will be returned to you; (c) where PSIL exercises its rights under (b) above, it shall have no further obligation (and you will have no right to require PSIL) to account to you or any other person for any investment or cash received by PSIL (or its nominee). PSIL’s rights are created by way of reservation of its right, title and interest in respect of investments and cash received and nothing in these terms are intended to, or will, create any charge, pledge, lien or other security interest by you or any other person in favour of PSIL. However, the rights reserved are in addition to all PSIL’s rights to assert any lien or set off against securities, cash or other rights and remedies granted assets (including documents of title) held for you as continuing security for your obligations hereunder. If you fail to or are deemed to be likely to fail to meet your obligations hereunder or you or your assets are subject to an insolvency event or are otherwise deemed to jeopardise the Agent in this Agreement position of PSIL or Xxxxxx in any respect, PSIL or Cantor may, without notice: (a) cancel, close out, terminate or reverse all or any transactions for your account; (b) retain, sell, charge or otherwise dispose of any cash, investments or other Loan Document assets held for you at such price and on such terms as PSIL or Cantor shall, in their absolute discretion, determine; and/or (c) exercise any other right or remedy available to it hereunder or take such other action as PSIL or Cantor may, in their absolute discretion determine to protect their respective positions. For the avoidance of doubt, any asset held for you (including any investment held in safekeeping by applicable lawPSIL and investments held in the course of settlement) can be realised, without prior notice to you, in order to discharge any obligation you have to PSIL or Cantor (or any Cantor group company or affiliate) wheresoever arising. Cantor or PSIL reserves the Agent right to take any such action required to reduce or eliminate any liability arising on your account without prior recourse to you. Neither PSIL nor Cantor shall have all be liable to you in respect of any choice made by PSIL or Xxxxxx in selecting the rights investments sold. The proceeds of sale (net of costs) will be applied in or towards the discharge of your liabilities and remedies PSIL or Cantor will account to you for any balance. In the event that such proceeds are insufficient to cover the whole of a secured party under your liabilities, you will remain liable for the UCC balance. You hereby authorise PSIL to set off, transfer or apply (without prior notice) any indebtedness, liabilities or obligations of PSIL (or Cantor) to you, or any credit balance (whether or not then due and payable) on any account that has been opened in your name and any interest on it in or towards the UCC applies satisfaction of any indebtedness, liabilities or obligations or any sum that is due from you to PSIL or Cantor or in respect of the affected Collateralprovision of the services to you (whether or not expressed in the same currency and including, without limitation, any payment of fees or charges due to Cantor or PSIL and payments pursuant to any indemnity). Without limiting the generality of the foregoing, the Agent may In exercising any right or remedy pursuant to these terms: (Ai) without demand or notice to it, collect, receive or take possession of the Collateral or any part thereof and for that purpose the Agent may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, and/or (B) sell, lease or otherwise dispose of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable or otherwise as may be permitted by law. The Agent PSIL shall have the right at any public sale time without notice to combine and/or consolidate all or salesany of your accounts maintained with Cantor or PSIL in such manner as Cantor or PSIL may determine, subject to any restrictions under the CBOI Client Assets Regulations; and (ii) PSIL is authorised to effect such currency conversions and enter into such foreign exchange transactions with, or on behalf of you, at such rates and in such manner as PSIL may, in its absolute discretion, determine. You acknowledge and accept that in exercising any right or remedy pursuant to these terms PSIL will be acting on its own behalf rather than executing your orders. PSIL and Xxxxxx or their agents as appropriate shall be entitled to full reimbursement of any costs or reasonable expenses that they incur in exercising any default rights or remedies. You hereby irrevocably and unconditionally appoint PSIL and or Xxxxxx as your agent to execute or procure the execution of any documentation for the purposes set out above. Without prejudice and in addition to any general lien, right of set-off or other similar rights which Xxxxxx may be entitled to exercise under law over any of your investments, monies, or other property, such investments, money or other property shall be subjected to a general lien in Cantor’s favour in so far as there remains any outstanding amounts due from you to Cantor (including where a debit balance arises on any account through settled bargains, payment of annual or other fees, commissions or legacy currency balances, fees owed to PSIL or otherwise). If you default in paying any amount by the due date, Xxxxxx shall be entitled to authorise PSIL on such date to pay to the extent permitted by applicable lawcredit of, at any private sale or sales, to bid (which bid as the case may be, debit to any account or accounts of yours with Xxxxxx or PSIL the amount in whole question without prior notice to you. Subject to the restrictions under the CBOI Client Assets Regulations, Xxxxxx shall also have the right at any time without notice to authorise PSIL to combine and/or consolidate all or any of your accounts maintained with Cantor or PSIL or any connected company in partsuch manner as Cantor may determine including from any cash balances on any of your accounts with PSIL, and in the form of cancellation of indebtednessevent that such cash balances are insufficient to discharge the amounts due will give you 10 working days to discharge the balance(s) and become a purchaser of that remain outstanding. In the Collateral or any part thereof free of any right or equity of redemption on the part of the Debtor, which right or equity of redemption is hereby expressly waived and released by the Debtor. Upon the request of the Agent, the Debtor shall assemble the Collateral and make it available to the Agent at anyplace designated by the Agent that is reasonably convenient to it and the Agent. The Debtor agrees event that the Agent shall balances are not be obligated to give more than ten discharged within this time period Xxxxxx may discharge the balances (10acting as your agent) days prior written notice of the time and place of any public sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. The Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made notice to you by selling any investments on your account as it determines at its absolute discretion. Xxxxxx shall have the time right to apply normal transaction fees and place commissions for such transactions and can execute foreign exchange transactions to which the same was so adjournedfacilitate any such sale. The Debtor shall Xxxxxx will not be liable for any foreign exchange differences that may arise on such transactions. Xxxxxx shall use reasonable efforts to obtain the best possible result available in all reasonable expenses of retaking, holding, preparing the circumstances for any such sale or realisation of assets. By accepting these terms you irrevocably authorise Xxxxxx to carry out such sales and realisation of assets as your agent and to apply such proceeds of sale in or towards the likesatisfaction or discharge of liabilities in such order and in such manner as Xxxxxx thinks fit. Interest will be charged on overdue accounts in each currency, from intended settlement date, at 3% above the prevailing base rate. As security for your obligations you hereby irrevocably and all reasonable attorneys' fees, legal expenses and other costs and expenses incurred by unconditionally appoint Xxxxxx as your agent to execute or procure the Agent in connection with the collection of the Obligations and the enforcement of the Agent's rights under this Agreement. The Debtor shall remain liable for any deficiency if the Proceeds execution of any sale documentation for the purposes set out above. Xxxxxx may act on your behalf and in your name or other disposition of the Collateral applied otherwise execute any document and do any act or thing which Xxxxxx may in its absolute discretion consider necessary or appropriate to give effect to the Obligations are insufficient to pay the Obligations provisions in full to the extent provided in the Loan Documents. The Agent may apply the Collateral against the Obligations as provided in the Credit Agreement. The Debtor waives all rights of marshalling, valuation and appraisal in respect of the Collateral. Any cash held by the Agent as Collateral and all cash proceeds received by the Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and then or at any time thereafter applied in whole or in part by the Agent against, the Obligations in the order permitted by the Credit Agreement. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by the Agent and remaining after payment in full of all the Obligations shall be promptly paid over to the Debtor or to whomsoever may be lawfully entitled to receive such surplus; provided that the Agent shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreementthese terms. (b) The Agent may cause any or all of the Collateral held by it to be transferred into the name of the Agent or the name or names of the Agent's nominee or nominees. (c) The Agent may exercise any and all of the rights and remedies of the Debtor under or in respect of the Collateral, including, without limitation, any and all rights of it to demand or otherwise require payment of any amount under, or performance of any provision of, any of the Collateral. (d) The Agent may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) On any sale of the Collateral, the Agent is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of the Agent's counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable Governmental Authority.

Default Rights and Remedies. If an Event of Default existsany default (including any failure to pay timely when due, at maturity, by acceleration or otherwise) shall occur hereunder or under the Agent Note, or then Secured Party shall have the following rights right upon written notice to Debtor to declare this Agreement to be in default and remedies: thereafter shall have (ai) In addition to all other rights and remedies granted to the Agent in this Agreement or in any other Loan Document or provided by applicable law, the Agent shall have all of the rights and remedies including those of a secured party under the UCC (whether or not the UCC applies Uniform Commercial Code, in addition to the affected Collateral). Without limiting rights and remedies provided for herein or in any other agreement between Debtor and Secured Party, (ii) the generality right to declare any or all of the foregoingObligations due and payable, the Agent may (A) without demand presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, (iii) the right to it, collect, receive or take possession dispose of the Collateral or and exercise any part thereof and for that purpose all rights and remedies afforded Secured Party under any and all applicable provisions of the Agent may law, (iv) the right to notify account debtors to make payments directly to the Secured Party and/or (v) the right to enter upon any the premises on which the Collateral is located and remove the Collateral therefrom or render it inoperablelocated, and/or (B) sell, lease or otherwise dispose of inspect the Collateral, to take possession thereof and any records related thereto, demand and receive such possession from the Debtor or any part person or organization which has possession thereof, and to take such measures as the Secured Party may deem necessary or proper for the care of protection thereof, including the right to remove all or any portion, to sell or cause to be sold, at public or private sales, in one or more parcels at public sales or private sale parcels, all or sales, at the Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable or otherwise as may be permitted by law. The Agent shall have the right at any public sale or sales, and, to the extent permitted by applicable law, at any private sale or sales, to bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) and become a purchaser portion of the Collateral without notice of intention to sell or any part thereof free of any right time or equity place of redemption on the part of the Debtorsale; provided, which right or equity of redemption is hereby expressly waived and released by the Debtor. Upon the request of the Agenthowever, that Secured Party shall give the Debtor shall assemble the Collateral and make it available to the Agent at anyplace designated by the Agent that is reasonably convenient to it and the Agent. The Debtor agrees that the Agent shall not be obligated to give more than ten (10) days days' prior written notice of the time and place of any public proposed sale or of the time after which any private sale may take place and that such notice shall constitute reasonable notice of such matters. The Agent shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale of Collateral may have been given. The Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, sales and such sale may, without further notice, other notice as may be made at the time and place to which the same was so adjournedrequired by applicable laws. The Debtor shall be liable for all reasonable expenses of retaking, holding, preparing for sale or the like, and all reasonable attorneys' fees, legal expenses and other costs and expenses incurred by the Agent in connection with the collection of the Obligations and the enforcement of the Agent's rights under this Agreement. The Debtor shall remain liable for any deficiency if the Proceeds of any sale or other Any disposition of the Collateral applied to pursuant hereto shall be made in a manner which is commercially reasonable within the Obligations are insufficient to pay meaning of the Obligations Uniform Commercial Code as in full to the extent provided effect in the Loan Documents. The Agent may apply jurisdiction or jurisdictions where the Collateral against the Obligations as provided in the Credit Agreementis located. The Debtor waives all rights All of marshallingSecured Party's rights, valuation remedies and appraisal in respect of the Collateral. Any cash held by the Agent as Collateral benefits herein expressly specified shall be cumulative and all cash proceeds received by the Agent in respect not exclusive of any sale ofother rights, collection from remedies or other realization upon all or any part of benefits which the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for, and then or at any time thereafter applied in whole or in part by the Agent against, the Obligations in the order permitted by the Credit Agreement. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by the Agent and remaining after payment in full of all the Obligations shall be promptly paid over to the Debtor or to whomsoever Secured Party may be lawfully entitled to receive such surplus; provided that the Agent shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to under this Agreement. (b) The Agent may cause any or all of the Collateral held by it to be transferred into the name of the Agent or the name or names of the Agent's nominee or nominees. (c) The Agent may exercise any and all of the rights and remedies of the Debtor under or in respect of the Collateral, including, without limitation, any and all rights of it to demand or otherwise require payment of any amount under, or performance of any provision of, any of the Collateral. (d) The Agent may collect or receive all money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) On any sale of the Collateral, the Agent is hereby authorized to comply with any limitation or restriction with which compliance is necessary, in the view of the Agent's counsel, in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any applicable Governmental Authorityotherwise.