Common use of Post-Default Withdrawals from the Concentration Account and Cash Collateral Account Clause in Contracts

Post-Default Withdrawals from the Concentration Account and Cash Collateral Account. Notwithstanding any other provision of this Agreement or any other agreement governing the Concentration Account, from and after the occurrence of an Event of Default and for so long as the same is continuing unwaived, neither Borrower nor any Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Concentration Account, all of which rights shall be rights of the Administrative Agent as more particularly described in the Concentration Account Agreement. The Administrative Agent may, at any time after the occurrence and during the continuance of an Event of Default, sell or cause to be sold any Cash Equivalents being held by the Administrative Agent in the Concentration Account or as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Administrative Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Administrative Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Administrative Agent shall apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Concentration Account or Cash Collateral Account to the payment of the Obligations in accordance with Section 4.02(b)(ii), other than amounts which are being held as Cash Collateral for Reimbursement Obligations, which shall be applied to such Reimbursement Obligations without regard to Section 4.02(b)(ii). The Borrowers agree that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Administrative Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice the

Post-Default Withdrawals from the Concentration Account and Cash Collateral Account. Notwithstanding any other provision of this Agreement or any other agreement governing the Concentration AccountAgreement, from and after (a) the occurrence of an Event of Default described in Section 12.01(a) and for so long as the same is continuing unwaived or (b) the occurrence of any other Event of Default and the Administrative Agent's receipt of written notice from the Requisite Lenders that no further withdrawals may be made from the Concentration Accounts other than for application on the Obligations for so long as the same is continuing unwaived, neither the Borrower nor any other Person or entity claiming on behalf of or through a the Borrower shall have any right to withdraw any of the funds held in the a Concentration Account, all of which rights shall be rights of the Administrative Agent as more particularly described in the Concentration Account Agreement. The Administrative Agent may, at any time after the occurrence and during the continuance of an Event of Defaultperiod clause (a) or clause (b) above is applicable, sell or cause to be sold any Cash Equivalents being held by the Administrative Agent in the Concentration Account Accounts or as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Administrative Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Administrative Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Administrative Agent shall apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Concentration Account Accounts or Cash Collateral Account to the payment of the Obligations in accordance with Section 4.02(b)(ii4.02(c), other than amounts which are being held as Cash Collateral for Reimbursement Obligations, which shall be applied to such Reimbursement Obligations without regard to Section 4.02(b)(ii). The Borrowers agree that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Administrative Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice the4.02

Post-Default Withdrawals from the Concentration Account and Cash Collateral Account. Notwithstanding any other provision of this Agreement or any other agreement governing the Concentration AccountAgreement, from and after (a) the occurrence of an Event of Default described in Section 12.01(a) and for so long as the same is continuing unwaived or (b) the occurrence of any other Event of Default and the Collateral Agent's receipt of written notice from the Requisite Lenders that no further withdrawals may be made from the Concentration Accounts other than for application on the Obligations for so long as the same is continuing unwaived, neither the Borrower nor any other Person or entity claiming on behalf of or through a the Borrower shall have any right to withdraw any of the funds held in the a Concentration Account, all of which rights shall be rights of the Administrative Agent as more particularly described in the Concentration Account Agreement. The Administrative Collateral Agent may, at any time after the occurrence and during the continuance of an Event of Defaultperiod clause (a) or clause (b) above is applicable, sell or cause to be sold any Cash Equivalents being held by the Administrative Collateral Agent in the Concentration Account Accounts or as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Administrative Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Administrative Collateral Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Administrative Collateral Agent shall apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Concentration Account Accounts or Cash Collateral Account to the payment of the Obligations in accordance with Section 4.02(b)(ii4.02(c), other than amounts which are being held as Cash Collateral for Reimbursement Obligations, which shall be applied to such Reimbursement Obligations without regard to Section 4.02(b)(ii). The Borrowers agree that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Administrative Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice the4.02

Post-Default Withdrawals from the Concentration Account and Cash Collateral Account. Notwithstanding any other provision of this Agreement or any other agreement governing the Concentration AccountAgreement, from and after acceleration of the occurrence of an Event of Default and for so long Obligations as the same is continuing unwaiveddescribed in Section 12.02(a), neither no Borrower nor any or other Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Concentration Account, all of which rights shall be rights of Account until the Administrative Agent as more particularly described Obligations have been paid in the Concentration Account Agreementfull in cash. The Administrative Agent may, at any time after the occurrence and during the continuance of an Event of Defaultsuch time, sell or cause to be sold any Cash Equivalents being held by the Administrative Agent in the Concentration Account or as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Administrative Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Administrative Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Administrative Agent shall 105 apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Concentration Account or Cash Collateral Account to the payment of the Obligations in accordance with Section 4.02(b)(ii), other than amounts which are being held as Cash Collateral for Reimbursement Obligations, which shall be applied to such Reimbursement Obligations without regard to Section 4.02(b)(ii). The Borrowers agree Each Borrower agrees that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Administrative Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice thethe parties hereto agree shall in no event be required to be greater than five (5) Business Days before the date of the intended sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale may, without further notice, be made at the time and place to which it was so adjourned. 106

Post-Default Withdrawals from the Concentration Account and Cash Collateral Account. Notwithstanding any other provision of this Agreement or any other agreement governing the Concentration AccountAgreement, from and after (a) the occurrence of an Event of Default described in Section 12.01(a) and for so long as the same is continuing unwaived or (b) the occurrence of any other Event of Default and the Collateral Agent's receipt of written notice from the Requisite Lenders that no further withdrawals may be made from the Concentration Accounts other than for application on the Obligations for so long as the same is continuing unwaived, neither Borrower the Borrowers nor any other Person or entity claiming on behalf of or through a Borrower the Borrowers shall have any right to withdraw any of the funds held in the a Concentration Account, all of which rights shall be rights of the Administrative Agent as more particularly described in the Concentration Account Agreement. The Administrative Collateral Agent may, at any time after the occurrence and during the continuance of an Event of Defaultperiod clause (a) or clause (b) above is applicable, sell or cause to be sold any Cash Equivalents being held by the Administrative Collateral Agent in the Concentration Account Accounts or as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Administrative Collateral Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Administrative Collateral Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Administrative Collateral Agent shall apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Concentration Account Accounts or Cash Collateral Account to the payment of the Obligations in accordance with Section 4.02(b)(ii4.02(c), other than amounts which are being held as Cash Collateral for Reimbursement Obligations, which shall be applied to such Reimbursement Obligations without regard to Section 4.02(b)(ii4.02(c). The Borrowers agree that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Administrative Collateral Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice thethe parties hereto agree shall in no event be required to be greater than five (5) Business Days before the date of the intended sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Post-Default Withdrawals from the Concentration Account and Cash Collateral Account. Notwithstanding any other provision of this Agreement or any other agreement governing the Concentration AccountAgreement, from and after acceleration of the occurrence of an Event of Default and for so long Obligations as the same is continuing unwaiveddescribed in Section 12.02(a), neither no Borrower nor any or other Person or entity claiming on behalf of or through a Borrower shall have any right to withdraw any of the funds held in the Concentration Account, all of which rights shall be rights of Account until the Administrative Agent as more particularly described Obligations have been paid in the Concentration Account Agreementfull in cash. The Administrative Agent may, at any time after the occurrence and during the continuance of an Event of Defaultsuch time, sell or cause to be sold any Cash Equivalents being held by the Administrative Agent in the Concentration Account or as Cash Collateral at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Administrative Agent may deem best, without assumption of any credit risk, and the purchaser of any or all such Cash Equivalents so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. The Administrative Agent or any Holder may, in its own name or in the name of a designee or nominee, buy such Cash Equivalents at any public sale and, if permitted by applicable law, buy such Cash Equivalents at any private sale. The Administrative Agent shall apply the proceeds of any such sale, net of any reasonable expenses incurred in connection therewith, and any other funds deposited in the Concentration Account or Cash Collateral Account to the payment of the Obligations in accordance with Section 4.02(b)(ii), other than amounts which are being held as Cash Collateral for Reimbursement Obligations, which shall be applied to such Reimbursement Obligations without regard to Section 4.02(b)(ii). The Borrowers agree Each Borrower agrees that any sale of Cash Equivalents conducted in conformity with reasonable commercial practices of banks, commercial finance companies, insurance companies or other financial institutions disposing of property similar to such Cash Equivalents shall be deemed to be commercially reasonable and any requirements of reasonable notice shall be met if such notice is given by the Administrative Agent within a commercially reasonable time prior to such disposition, the time of delivery of which notice thethe parties hereto agree shall in no event be required to be greater than five (5) Business Days before the date of the intended sale or disposition. Any other requirement of notice, demand or advertisement for sale is waived to the extent permitted by law. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale may, without further notice, be made at the time and place to which it was so adjourned. 106