Common use of Effect of Event of Default Remedies Clause in Contracts

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e) shall occur, then Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable. Lender shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If any Event of Default exists and is continuing, Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentation; (2) Any rights and remedies available to Lender under the UCC and any other applicable law; (3) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same in any of Borrower's premises without cost to Lender; (4) At Lender's request, Borrower will (and will cause its Subsidiaries to), at Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower; and (5) Lender at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section SECTION 6.1(e) shall occuroccur and be continuing, then each Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section SECTION 6.1(e) shall occuroccur and be continuing, then Lender may declare its at the option of Requisite Lenders, each Lender's commitment terminated and/or shall terminate and all Liabilities hereunder and under any Notes shall immediately be due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payableterminate. Lender Agent shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence and continuance of any Event of Default exists Default, Agent may, and is continuingat the request of Requisite Lenders shall, Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentation; (2ii) Any rights and remedies available to Agent or any Lender under the UCC UCC, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender Agent shall have the right to store the same in any of Borrower's premises without cost to LenderAgent; (4iv) At LenderAgent's request, Borrower will (and will cause its Subsidiaries to)will, at Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender Agent at a place or places to be designated by Lender Agent which is reasonably convenient to Lender Agent and Borrower; and (5v) Lender Agent at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than the one described in Section 6.1(e) shall occur, then Lender may declare its commitment and the Credit to be terminated and/or declare all Liabilities hereunder and under any Notes to be immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and and/or all Liabilities hereunder and under any Notes shall be immediately due and payable. Lender shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuingDefault, Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentation; (2ii) Any rights and remedies available to Lender under the UCC and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same in any of Borrower's premises without cost to Lender; (4iv) At Lender's request, Borrower will (and will cause its Subsidiaries to)will, at Borrower's (or such Subsidiaries') expense, assemble the tangible Collateral and Third Party Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower; and (5v) Lender at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e) shall occur, then each Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e) shall occur, then Lender may declare its at the option of Agent or Requisite Lenders, each Lender's commitment terminated and/or shall terminate and all Liabilities hereunder and under any Notes shall immediately be due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payableterminate. Lender Agent shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuingDefault, Lender Agent may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentation; (2ii) Any rights and remedies available to Agent or any Lender under the UCC UCC, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender Agent shall have the right to store the same in any of Borrower's premises without cost to LenderAgent; (4iv) At LenderAgent's request, Borrower will (and will cause its Subsidiaries to)will, at Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender Agent at a place or places to be designated by Lender Agent which is reasonably convenient to Lender Agent and Borrower; and (5v) Lender Agent at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events If any Event of Default described in Section 6.1(e) 9 above shall occuroccur (subject at all times to appropriate Court order, then Lender's commitment and if any, or any limitation set forth in the Credit extended under DIP Order), all Obligations secured by this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be become immediately due and payable payable, all without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e) shall occur, then Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoeverand, the Lender may declare the Obligations secured by this Agreement to be due and payable, whereupon the Credit extended under this Agreement such Obligations shall terminate and all Liabilities hereunder and under any Notes shall be become immediately due and payable, all without notice of any kind. The Lender shall promptly advise the Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. In addition, upon the occurrence of an Event of Default, the Lender may exercise the rights, powers and remedies set forth below. Without limiting the foregoing, at any time an Event of Default exists or has occurred and is continuing, the Lender may, in its discretion, (i) terminate this Agreement, and/or (ii) accelerate the payment of all Obligations and demand immediate payment thereto the Lender and/or (iii) subject to any limitation of the DIP Orders, be permitted to give notice to the Borrower, the U.S. Trustee and any official statutory committee created in connection with the administration of the Estate of the filing by the Lender of a motion seeking to lift the automatic stay pursuant to section 362 of the Bankruptcy Code, whereupon five (5) business days after such notice has been given the Lender shall be entitled to an expedited hearing subject to the Court’s calendar. Subject to the entry of an order modifying the automatic stay by the Court, the Lender shall be permitted without limitation to take any or all of the following actions as may be provided by the Court: (a) In addition to all of its other rights, powers and remedies under this Agreement, the other DIP Loan Documents, and other applicable law, the Lender shall have all of the rights, powers and remedies of a secured party under the UCC of the state in which such rights, powers and remedies are asserted. (b) The Lender shall have the right: (i) to enter upon the premises of the Borrower or any other place or places where Collateral is located through self-help and without judicial process or giving the Borrower notice; (ii) to prepare, assemble, or process Collateral for sale, lease, or other disposition; (iii) to remove Collateral to the premises of the Lender or any agent of the Lender, for such time as the Lender may desire, in order to collect or dispose of Collateral; and (iv) to require the Borrower to assemble Collateral and make it available to the Lender at a place to be designated by the Lender. (c) If any Event Until the Lender is able to effect a sale, lease, or other disposition of Default exists and is continuing, Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1) Any remedy contained in this Agreement or in any of the Related Agreements Collateral or any Supplemental Documentation; (2) Any rights and remedies available to Lender under part thereof, the UCC and any other applicable law; (3) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store use, process or operate Collateral or any part thereof to the same in extent that it deems appropriate for the purpose of preserving Collateral or its value or for any of Borrower's premises without cost to other purpose deemed appropriate by the Lender;. (4d) At Lender's requestThe Lender shall have the right to sell, Borrower will (and will cause its Subsidiaries to)lease, at Borrower's (license, or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower; and (5) Lender at its option, and pursuant to notification given to Borrower (otherwise dispose of all or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession then existing condition, or after any further assembly, manufacturing, or processing thereof, at public or private sale or sales, in lots or in bulk, for cash or on credit, all as the Lender, in its sole discretion, may deem advisable. Without limitation, the Lender may specifically disclaim any warranties of title and apply the proceeds thereof like. The Lender shall not be obligated to clean up or otherwise prepare the Collateral for sale. Such sales may be adjourned and continued from time to time with or without notice. The Lender shall have the right to conduct such sales on the Borrower’s premises or elsewhere and shall have the right to use the Borrower’s premises without charge for such sales (or preparation for sales) for such time or times as provided belowthe Lender deems necessary or advisable. The Lender is hereby granted a license or other right to use, without charge, the Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any property of a similar nature as it pertains to Collateral, in advertising for sale or lease or the disposition of any Collateral. The Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price may set off the amount of such Obligations whether or not such Obligations are matured. The Borrower agrees that any sale of Collateral conducted by the Lender in accordance with the foregoing provisions of this Section shall be deemed to be a commercially reasonable sale under the UCC. The Lender may comply with any applicable laws and regulations in connection with any exercise of remedies hereunder and such compliance shall not be considered to adversely affect the commercial reasonableness of such exercise of remedies.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e7.1(E) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities Obligations hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e7.1(e) shall occur, then the Lender may declare its commitment terminated and/or all Liabilities Obligations hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities Obligations hereunder and under any Notes shall be immediately due and payable. The Lender shall promptly advise the Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuing, the Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any any remedy contained in this Agreement or in any of the Related Agreements Loan Documents or any Supplemental Documentation; (2ii) Any any rights and remedies available to the Lender under the UCC Uniform Commercial Code as enacted in Minnesota as of the date of this Agreement, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, the Lender may take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may might already have in its possession), wherever it may might be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and the Lender shall have the right to store the same in any of the Borrower's premises without cost to the Lender; (4iv) At at the Lender's request, the Borrower will (and will cause its Subsidiaries to)will, at the Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to the Lender at a place or places to be designated by the Lender which is reasonably convenient to the Lender and the Borrower; and (5v) the Lender at its option, and pursuant to notification given to the Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events If any Event of Default described in Section 6.1(e) 8.6 shall occuroccur in respect of any Loan Party, then Lender's commitment and the Credit extended under this Agreement shall terminate Loans and all Liabilities other Obligations hereunder and under any Notes shall be become immediately due and payable without presentment, demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e) shall occur, then Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes immediately due and payable without demand protest or notice of any kind whatsoeverkind; and, if any other Event of Default shall occur and be continuing, the Agent may declare all or any part of the Loans and all other Obligations hereunder to be due and payable, whereupon the Credit extended under this Agreement Loans and other Obligations hereunder shall terminate and all Liabilities hereunder and under any Notes shall be become immediately due and payable. Lender The Agent shall promptly advise Borrower the Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration.. In addition to the foregoing, upon the occurrence of any Event of Default, Agent may, and at the request of the Required Lenders shall, pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any other: (a) Take possession of the Eligible Facilities (by a receiver or otherwise) and do anything which is necessary or appropriate in its sole judgment to fulfill the obligations of Borrower under this Agreement and the other Loan Documents, including either the right to avail itself of and procure performance of existing contracts or let any contracts with the same contractors or others, and, to the extent permitted, the right to immediately replace any Operator and/or terminate the management agreements or lease relating thereto; (b) Withhold further disbursement of the proceeds of the Loans and/or terminate Lenders’ Revolving Credit Commitments hereunder; (c) If Use and apply any monies or letters of credit deposited by Borrower with Agent, regardless of the purposes for which the same was deposited, to cure any such default or to apply on account of any indebtedness under this Agreement which is due and owing to Agent and Lenders; (d) Exercise or pursue any other remedy or cause of action permitted under this Agreement or any other Loan Documents, or conferred upon Agent by operation of applicable law. In addition to the foregoing, upon the occurrence of any Event of Default, Agent may, and at the request of the Required Lenders shall, require (and Borrower and each other Loan Party shall) establish and maintain at all times while any Mortgage continues in effect an impound account (the “Impound Account”) with Agent for payment of taxes and insurance premiums on each Eligible Facility and as security for the Obligations. Borrower and each other Loan Party shall deposit in the Impound Account an amount determined by Agent to be sufficient (when added to the monthly deposits described herein) to pay the next due installment of real estate taxes and assessments on each Eligible Facility at least one (1) month prior to the due date or the delinquency date thereof (as Agent shall determine) and the next due annual insurance premiums with respect to each Eligible Facility at least one (1) month prior to the due date thereof. Borrower and each other Loan Party shall pay to Agent, concurrently with the each Monthly Date, deposits in an amount equal to one-twelfth (1/12) of the amount of the annual taxes that will next become due and payable on each Eligible Facility (the “Monthly Tax Impound”), plus one-twelfth (1/12) of the amount of the annual insurance premiums that will next become due and payable on insurance policies which Borrower or any Loan Party is required to maintain hereunder (the “Monthly Insurance Impound”), each as estimated and determined by Agent. The Monthly Tax Impound or Monthly Insurance Impound, and the payments of interest or principal or both, payable pursuant to the Note and this Agreement, shall be added together and shall be paid as an aggregate sum by Loan Parties to Agent. If Agent at any time determines that the Monthly Tax Impound or Monthly Insurance Impound for any Eligible Facility is insufficient, Agent may in its discretion adjust the required monthly payments of such amounts, and Borrower and each Loan Party shall be obligated to pay the increased amounts for the Monthly Tax Impound or Monthly Insurance Impound commencing with the next Monthly Date. So long as no Default exists or Event of Default has occurred and is continuing, all sums in the Impound Account shall be held by Agent in the Impound Account and used to pay Taxes and Insurance Premiums before the same become delinquent. Borrower and each Loan Party shall be responsible for ensuring the receipt by Agent, at least thirty (30) days prior to the respective due date or the delinquency date for payment thereof (as Lender may exercise shall determine), of all bills, invoices and statements for all taxes and insurance premiums to be paid from the Impound Account, and so long as no Event of Default has occurred and is continuing, Agent shall pay (to the extent any one Operator has not already paid the same pursuant to its respective Operating Lease) the governmental authority or more other party entitled thereto directly to the extent funds are available for such purpose in the Impound Account. In making any payment from the Impound Account, Agent shall be entitled to rely on any xxxx, statement or all estimate procured from the appropriate public office or insurance company or agent without any inquiry into the accuracy of such xxxx, statement or estimate and without any inquiry into the accuracy, validity, enforceability or contestability of any tax, assessment, valuation, sale, forfeiture, tax lien or title or claim thereof. Agent shall pay no interest on funds contained in the Impound Account to Borrower or any other Loan Party or any other Lender and any interest or other earnings on funds deposited in the Impound Account shall be solely for the account of Agent. If the total funds in the Impound Account shall exceed the amount of payments actually applied by Agent (or Operator) for the purposes of the following remediesImpound Account, all such excess may be credited by Agent on subsequent payments to be made hereunder or, at the option of which are cumulative and non-exclusive: Agent, refunded to Borrower (1) Any remedy contained in this Agreement or in any or, as the case my be, the applicable Loan Party). In allocating such excess, Agent may deal with the person shown on the records of Agent to be the owner of the Related Agreements or any Supplemental Documentation; (2) Any rights and remedies available applicable Eligible Facility. If, however, the Impound Account shall not contain sufficient funds to Lender under pay the UCC and any other applicable law; (3) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until sums required when the same shall be sold or otherwise disposed of, become due and Lender shall have the right to store the same in any of Borrower's premises without cost to Lender; (4) At Lender's requestpayable, Borrower will shall, within ten (10) days after receipt of written notice thereof, deposit with Agent the full amount of any such deficiency. The Impound Account shall not constitute a trust fund and will cause its Subsidiaries to), at Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender at a place or places to may be designated commingled with other monies held by Lender which is reasonably convenient to Lender and Borrower; and (5) Lender at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided belowAgent.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e7.1(e) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes Obligations shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In Upon the event occurrence of an Event of Default Default, or at any time thereafter during the continuance thereof, (other than one described in Section 6.1(e7.1(e)) shall occur, then the Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes Obligations immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes Obligations shall be immediately due and payablepayable without demand or notice of any kind whatsoever. The Lender shall promptly advise Borrower the Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If any Upon the occurrence of an Event of Default exists and is continuingDefault, or at any time thereafter during the continuance thereof, the Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any any other remedy contained in this Agreement or in any of Agreement, the Related Agreements other Loan Documents or any Supplemental Documentation; (2ii) Any any rights and remedies available to the Lender under the UCC Uniform Commercial Code as enacted in Minnesota as of the date of this Agreement, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, the Lender may take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may might already have in its possession), wherever it may might be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and the Lender shall have the right to store the same in any of Borrower's the Borrowers' premises without cost to the Lender; (4iv) At at the Lender's request, Borrower will (and will cause its Subsidiaries to)the Borrowers will, at Borrower's (or such Subsidiaries') the Borrowers' expense, assemble the Collateral and Third Party Collateral and make it available to the Lender at a place or places to be designated by the Lender which is and reasonably convenient to the Lender and Borrowerthe Borrowers; and (5v) the Lender at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) the Borrowers as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided in Section 8.2 below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e) shall occur, then each Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e) shall occur, then Lender may declare its at the option of Administrative Agent or Requisite Lenders, each Lender's commitment terminated and/or shall terminate and all Liabilities hereunder and under any Notes shall immediately be due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payableterminate. Lender Administrative Agent shall promptly advise Borrower Borrowers of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuingDefault, Lender Administrative Agent (or any other Person appointed by Administrative Agent) may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentation; (2ii) Any rights and remedies available to any Agent or any Lender under the UCC UCC, the PPSA and any other applicable law; (3iii) To the extent permitted by applicable law, Lender Administrative Agent (or such other Person) may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender Administrative Agent (or such other Person) shall have the right to store the same in any of either Borrower's premises without cost to LenderAdministrative Agent (or such other Person); (4iv) At Lender's request, Borrower will (and will cause its Subsidiaries to), at BorrowerAdministrative Agent's (or such Subsidiaries'other Person's) request, each Borrower will, at such Borrower's expense, assemble the Collateral and Third Party Collateral and make it available to Lender Administrative Agent (or such other Person) at a place or places to be designated by Lender Administrative Agent (or such other Person) which is reasonably convenient to Lender Administrative Agent (or such other Person) and such Borrower; and (5v) Lender Administrative Agent (or such other Person) at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) Borrowers as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section SECTION 6.1(e) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section SECTION 6.1(e) shall occur, then Lender's commitment shall terminate and Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable. Lender shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuing, Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentation; (2ii) Any rights and remedies available to Lender under the UCC UCC, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender shall have the right to store the same in any of Borrower's premises without cost to Lender; (4iv) At Lender's request, Borrower will (and will cause its Subsidiaries to)will, at Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower; and (5v) Lender at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e7.1(e) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities Obligations hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e7.1(e) shall occur, then the Lender may declare its commitment terminated and/or all Liabilities Obligations hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities Obligations hereunder and under any Notes shall be immediately due and payable. The Lender shall promptly advise the Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuing, the Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any any remedy contained in this Agreement or in any of the Related Agreements Loan Documents or any Supplemental Documentation; (2ii) Any any rights and remedies available to the Lender under the UCC Uniform Commercial Code as enacted in Minnesota as of the date of this Agreement, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, the Lender may take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may might already have in its possession), wherever it may might be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and the Lender shall have the right to store the same in any of the Borrower's premises without cost to the Lender; (4iv) At at the Lender's request, the Borrower will (and will cause its Subsidiaries to)will, at the Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to the Lender at a place or places to be designated by the Lender which is reasonably convenient to the Lender and the Borrower; and (5v) the Lender at its option, and pursuant to notification given to the Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e9.1(f) shall occur, then Lender's commitment and the Credit credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In Upon the event occurrence of an Event of Default Default, or at any time thereafter during the continuance thereof, (other than one as described in Section 6.1(e9.1(f)) shall occur, then the Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be immediately due and payablepayable without demand or notice of any kind whatsoever. The Lender shall promptly advise the Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If any Upon the occurrence of an Event of Default exists and is continuingDefault, or at any time thereafter during the continuance thereof, the Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any any other remedy contained in this Agreement or in any of the Related Agreements or any Supplemental Documentationother Loan Documents; (2ii) Any any rights and remedies available to the Lender under the UCC Uniform Commercial Code as enacted in Minnesota as of the date of this Agreement, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, the Lender may take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may might already have in its possession), wherever it may might be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and the Lender shall have the right to store the same in any of the Borrower's premises without cost to the Lender; (4iv) At at the Lender's request, the Borrower will (and will cause its Subsidiaries to)will, at the Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to the Lender at a place or places to be designated by the Lender which is and reasonably convenient to the Lender and the Borrower; andand/or (5v) the Lender at its option, and pursuant to notification given to the Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as herein provided belowor as provided by applicable law.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e7.1(e) shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes Obligations shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In Upon the event occurrence of an Event of Default Default, or at any time thereafter during the continuance thereof, (other than one described in Section 6.1(e7.1(e)) shall occur, then the Lender may declare its commitment terminated and/or all Liabilities hereunder and under any Notes Obligations immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes Obligations shall be immediately due and payablepayable without demand or notice of any kind whatsoever. The Lender shall promptly advise the Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If any Upon the occurrence of an Event of Default exists and is continuingDefault, or at any time thereafter during the continuance thereof, the Lender may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any any other remedy contained in this Agreement or in any of Agreement, the Related Agreements other Loan Documents or any Supplemental Documentation; (2ii) Any any rights and remedies available to the Lender under the UCC Uniform Commercial Code as enacted in Minnesota as of the date of this Agreement, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender may, without notice, demand or legal process of any kind, the Lender may take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may might already have in its possession), wherever it may might be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and the Lender shall have the right to store the same in any of the Borrower's premises without cost to the Lender; (4iv) At at the Lender's request, the Borrower will (and will cause its Subsidiaries to)will, at the Borrower's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to the Lender at a place or places to be designated by the Lender which is and reasonably convenient to the Lender and the Borrower; and (5v) the Lender at its option, and pursuant to notification given to the Borrower (or any other applicable Obligor) as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided in SECTION 8.2 below.

Effect of Event of Default Remedies. (a) In the event that one or more Events of Default described in Section 6.1(e) of the Loan Agreement or one or more Defaults described in Section 5.1(e) of this Agreement shall occur, then Lender's commitment and the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes Obligations shall be immediately due and payable without demand, notice or declaration of any kind whatsoever. (b) In the event an Event of Default other than one described in Section 6.1(e) of the Loan Agreement or one or more Defaults described in Section 5.1(e) of this Agreement shall occur, then Lender Agent may declare its commitment terminated and/or all Liabilities hereunder and under any Notes immediately due and payable without demand or notice of any kind whatsoever, whereupon the Credit extended under this Agreement shall terminate and all Liabilities hereunder and under any Notes shall be Obligations immediately due and payable. Lender shall promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration. (c) If In the event of the occurrence of any Event of Default exists and is continuingDefault, Lender Agent may exercise any one or more or all of the following remedies, all of which are cumulative and non-exclusive: (1i) Any remedy contained in this Agreement or in any of the Related Agreements or any Supplemental DocumentationGuaranty Documents; (2ii) Any rights and remedies available to Agent or any Lender under the UCC UCC, and any other applicable law; (3iii) To the extent permitted by applicable law, Lender Agent may, without notice, demand or legal process of any kind, take possession of any or all of the Collateral and Third Party Collateral (in addition to Collateral and Third Party Collateral which it may already have in its possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into any premises where any of the Collateral or Third Party Collateral may be or is supposed to be, and search for, take possession of, remove, keep and store any of the Collateral or Third Party Collateral until the same shall be sold or otherwise disposed of, and Lender Agent shall have the right to store the same in on any of BorrowerGuarantor's premises without cost to LenderAgent; (4iv) At LenderAgent's request, Borrower will (and will cause its Subsidiaries to)each Guarantor will, at Borrowersuch Guarantor's (or such Subsidiaries') expense, assemble the Collateral and Third Party Collateral and make it available to Lender Agent at a place or places to be designated by Lender Agent which is reasonably convenient to Lender Agent and Borrowersuch Guarantor; and (5v) Lender Agent at its option, and pursuant to notification given to Borrower (or any other applicable Obligor) a Guarantor as provided for below, may sell any Collateral or Third Party Collateral actually or constructively in its possession at public or private sale and apply the proceeds thereof as provided below.