Common use of Realization upon Collateral Clause in Contracts

Realization upon Collateral. During the continuance of an Event of Default, Administrative Agent, without notice or demand, but subject to any limitations or restrictions imposed by applicable Law, may exercise any Right of a secured party under the Uniform Commercial Code of Texas or any other applicable jurisdiction ("UCC"), this Agreement, any other Loan Papers, or otherwise and also may (i) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, at any of Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent shall give Pledgor reasonable written notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative Agent shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. Administrative 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the same may be situated and remove the same therefrom without liability. Upon disposition of Collateral during an Event of Default, Pledgor shall be entitled to any surplus with respect to the Collateral following payment in full of the Obligations and termination hereof, and shall be liable to Administrative Agent for any deficiency with respect thereto. All cash proceeds received by Administrative Agent upon any sale of, collection of, or other realization upon, all or any part of the Collateral shall be applied as follows:

Realization upon Collateral. During the continuance of an Event of Default, Administrative Agent, without notice or demand, but subject to any limitations or restrictions imposed by applicable Law, may exercise any Right of a secured party under the Uniform Commercial Code of Texas or any other applicable jurisdiction ("UCC"), this Agreement, any other Loan Papers, or otherwise and also may (i) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, at any of Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent shall give Pledgor reasonable written notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative Agent shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. Administrative 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the 149 same may be situated and remove the same therefrom without liability. Upon disposition of Collateral during an Event of Default, Pledgor shall be entitled to any surplus with respect to the Collateral following payment in full of the Obligations and termination hereof, and shall be liable to Administrative Agent for any deficiency with respect thereto. All cash proceeds received by Administrative Agent upon any sale of, collection of, or other realization upon, all or any part of the Collateral shall be applied as follows:

Realization upon Collateral. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, Administrative Agentthe Collateral Agent may, without notice and at the request of the Majority Secured Parties shall, (i) take any and all action necessary or demandappropriate to collect any and all amounts payable under or with respect to the Collateral, but subject (ii) apply any and all amounts in the Collateral Account to the Secured Obligations in accordance with Section 11 hereof, (iii) take possession of the Collateral forthwith or at any time thereafter, in which case the Grantor shall marshal and deliver the Collateral to the Collateral Agent at such time and place as the Collateral Agent may reasonably specify, and (iv) sell the whole or, from time to time, any part of the Collateral, by private or public sale, in such order or otherwise in such manner as the Majority Secured Parties may elect in their sole discretion. The Collateral Agent shall have, with respect to the Collateral, in addition to any limitations other rights and remedies which may be available to it at law or restrictions imposed by applicable Lawin equity or pursuant to this Security Agreement, may exercise any Right Related Document or any other contract or agreement, all rights and remedies of a secured party under any applicable version of the Uniform Commercial Code of Texas the relevant jurisdictions relating to the Collateral, and it is expressly agreed that if the Collateral Agent should proceed to dispose of or utilize the Collateral, or any part thereof, in accordance with the provisions of said versions of the Uniform Commercial Code, ten days' notice by the Collateral Agent to each Grantor of the intended disposition of such Grantor's collateral shall be deemed to be reasonable notice under any such provision requiring such notice. Any sale of Collateral by the Collateral Agent may be made on such terms as the Majority Secured Parties may reasonably specify, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable jurisdiction ("UCC")law. The Collateral Agent and the Secured Parties shall incur no liability as a result of the sale of the Collateral, this Agreementor any part thereof, at any private or public sale. Except as otherwise stated herein each Grantor hereby waives, to the extent permitted by applicable law, any other Loan Papersclaims against the Collateral Agent and the Secured Parties arising by reason of the fact that the price at which Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one possible purchaser. In exercising its rights under this Section 10, the Collateral Agent will act in a commercially reasonable manner and comply with all applicable laws, including Section 9-207 of the Uniform Commercial Code. The Collateral Agent or otherwise and also any Secured Party may (i) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request be the purchaser of Administrative Agent forthwith, assemble any or all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, so sold at any of Administrative Agent's offices or elsewherepublic sale (or, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent may deem commercially reasonable. Unless if the Collateral is of a type customarily sold on in a recognized marketmarket or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted under applicable law, Administrative at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Grantors will execute and deliver such documents and take such other action as the Collateral Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent shall give Pledgor reasonable written have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of any kind, including any equity or right of redemption of the Grantors. To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale thereof shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale the time after which any private sale Collateral may be sold in one lot as an entirety or other intended disposition thereof is to be madein separate parcels, as the Collateral Agent may determine. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative The Collateral Agent shall not be obligated to make any such sale of Collateralpursuant to any such notice. The Collateral Agent may, regardless of without notice of sale having been given. Administrative Agent may 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 thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was so adjourned. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the same may be situated and remove the same therefrom without liabilityso adjourned. Upon disposition In case of Collateral during an Event of Default, Pledgor shall be entitled to any surplus with respect to the Collateral following payment in full of the Obligations and termination hereof, and shall be liable to Administrative Agent for any deficiency with respect thereto. All cash proceeds received by Administrative Agent upon any sale of, collection of, or other realization upon, of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be applied as follows:sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable, jointly and severally, for any deficiency.

Realization upon Collateral. During the continuance of If an Event of DefaultDefault shall occur and be continuing, Administrative Agentthe Agent may, without notice or demandand at the request of the Secured Parties shall, but subject to any limitations or restrictions imposed by applicable Lawfor the benefit of the Secured Parties, may exercise any Right of a secured party under the Uniform Commercial Code of Texas or any other applicable jurisdiction ("UCC"), this Agreement, any other Loan Papers, or otherwise and also may (i) require Pledgor to, take any and Pledgor hereby agrees that it will at its expense all action necessary or appropriate to collect any and upon request of Administrative Agent forthwith, assemble all amounts payable under or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, at any of Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent shall give Pledgor reasonable written notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative Agent shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. Administrative 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, (ii) apply any and shall have all amounts in the authority Pledged Account to enter upon any premises upon which any the Secured Obligations in accordance with Section 9 hereof, (iii) take possession of the same Collateral forthwith or at any time thereafter, in which case the Company shall marshal and deliver the Collateral to the Agent at such time and place as the Agent may be situated reasonably specify, and remove (iv) sell the same therefrom without liabilitywhole or, from time to time, any part of the Collateral, by private or public sale, in such order or otherwise in such manner as the Secured Parties may elect in their sole discretion. Upon disposition of Collateral during an Event of DefaultThe Agent shall have, Pledgor shall be entitled to any surplus with respect to the Collateral following payment Collateral, in full addition to any other rights and remedies which may be available to it at law or in equity or pursuant to this Security Agreement or any other contract or agreement, all rights and remedies of a secured party under any applicable version of the Obligations and termination hereofUniform Commercial Code of the relevant jurisdictions relating to the Collateral, and shall be liable it is expressly agreed that if the Agent should proceed to Administrative Agent for any deficiency with respect thereto. All cash proceeds received by Administrative Agent upon any sale ofdispose of or utilize the Collateral, collection of, or other realization upon, all or any part thereof, in accordance with the provisions of said versions of the Collateral Uniform Commercial Code, ten days' notice by the Agent to the Company shall be applied deemed to be reasonable notice under any such provision requiring such notice. Any sale of Collateral by the Agent may be made on such terms as follows:the Secured Parties may specify, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. The Agent and the Secured Parties shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private or public sale. The Company hereby waives, to the extent permitted by applicable law, any claims against the Agent and the Secured Parties arising by reason of the fact that the price at which Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Agent accepts the first offer received and does not offer such Collateral to more than one possible purchaser. In exercising its rights under this Section 9, the Agent will act in a commercially reasonable manner.

Realization upon Collateral. During Secured Party may exercise, in addition to all other rights and remedies granted to it in this Pledge Agreement and in any other of the continuance of an Event of DefaultLoan Documents, Administrative Agent, without notice or demand, but subject to any limitations or restrictions imposed by applicable Law, may exercise any Right all rights and remedies of a secured party under the Uniform Commercial Code UCC. Without limiting the generality of Texas the foregoing, Secured Party, without demand of performance or other demand, presentment, protest, advertisement, or notice of any kind (except any notice required by law referred to below) to or upon Pledgor or any other applicable jurisdiction person ("UCC"all and each of which demands, defenses, advertisements, and notices are hereby waived), this Agreementmay in such circumstances forthwith collect, receive, appropriate, and realize upon the Collateral, or any other Loan Paperspart thereof, and/or forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and also may (i) require Pledgor todeliver the Operator Demand Note, and Pledgor hereby agrees that it will at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative Agent which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the other Collateral or any portion part thereof in one (or more parcels contract to do any of the foregoing), at a private or public or private sale, at any exchange, broker's board or office of Administrative Agent's offices Pledgor or elsewhereelsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem satisfactory, for cash, cash or on credit or for future deliverydelivery without assumption of any credit risk, and, without further notice to Pledgor, shall be authorized to complete and upon such record, or deliver any endorsement of any Operator Demand Note or assignment of any other terms as Administrative Agent may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent shall give Pledgor reasonable written notice portion of the time and place of Collateral. Secured Party shall have the right upon any such public sale thereof or of sales, and, to the time after which extent permitted by law, upon any such private sale or other intended disposition thereof is sales, to be made. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative Agent shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. Administrative Agent may adjourn any public or private sale from time to time by announcement at purchase 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the same may be situated and remove the same therefrom without liability. Upon disposition of Collateral during an Event of Default, Pledgor shall be entitled to any surplus with respect to the Collateral following payment in full of the Obligations and termination hereof, and shall be liable to Administrative Agent for any deficiency with respect thereto. All cash proceeds received by Administrative Agent upon any sale of, collection of, or other realization upon, all whole or any part of the Collateral so sold, free of any right or equity of redemption in Pledgor, which right or equity is hereby waived and released. Pledgor further agrees, at Secured Party's request, to assemble any Collateral and make it available to Secured Party at places which Secured Party shall reasonably select, whether at Pledgor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization, or sale, after deducting all costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party hereunder, including, without limitation, reasonable attorneys' fees and actual disbursements in accordance with Section 10 hereof. To the extent permitted by applicable law, Pledgor waives all claims, damages and demands it may acquire against Secured Party arising out of the exercise by Secured Party of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be applied as follows:required by law, Pledgor hereby agrees that such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition.

Realization upon Collateral. During the continuance of an Event of Default, Administrative AgentLender, without notice or demand, but subject to any limitations or restrictions imposed by applicable Law, may exercise any Right of a secured party under the Uniform Commercial Code of Texas or any other applicable jurisdiction ("UCC"), this Agreement, any other Loan Papers, or otherwise and also may (i) require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Administrative Agent Lender forthwith, assemble all or part of the Collateral as directed by Administrative Agent Lender and make it available to Administrative Agent Lender at a place to be designated by Administrative Agent Lender which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, at any of Administrative AgentLender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent Lender may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent Lender shall give Pledgor reasonable written notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. Pledgor agrees that ten days advance written notice thereof shall constitute reasonable notice. Administrative Agent Lender shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. Administrative Agent Lender 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative AgentLender's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent Lender shall be entitled to immediate possession of all books and records maintained by Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the same may be situated and remove the same therefrom without liability. Upon disposition of Collateral during an Event of Default, Pledgor shall be entitled to any surplus with respect to the Collateral following payment in full of the Obligations and termination hereof, and shall be liable to Administrative Agent Lender for any deficiency with respect thereto. All cash proceeds received by Administrative Agent Lender upon any sale of, collection of, or other realization upon, all or any part of the Collateral shall be applied as follows:

Realization upon Collateral. During the continuance of If an Event of DefaultDefault --------------------------- shall have occurred and be continuing, Administrative Agentthe Trustee, without notice or demand, but subject to any limitations or restrictions imposed by applicable Lawlaw, may exercise any Right right of a secured party under the UCC or the Uniform Commercial Code of Texas or any other applicable jurisdiction ("UCC")jurisdiction, this Agreement, any other Loan Papers, or otherwise and also may (i) require the Pledgor to, and the Pledgor hereby agrees agrees, to the extent such Collateral is not already in the possession of the Trustee, that it will at its expense and upon request of Administrative Agent the Trustee forthwith, assemble all or part of the Collateral as directed by Administrative Agent the Trustee and make it available to Administrative Agent the Trustee at a place to be designated by Administrative Agent the Trustee which is reasonably convenient to both parties or (ii) without notice, except as specified below, sell the Collateral or any portion thereof in one or more parcels at public or private sale, at any of Administrative Agentthe Trustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Administrative Agent the Trustee may deem commercially reasonable. Unless the Collateral is of a type customarily sold on a recognized market, Administrative Agent the Trustee shall give the Pledgor reasonable written notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The Pledgor agrees that ten days (10) days' advance written notice thereof shall constitute reasonable notice. Administrative Agent The Trustee shall not be obligated to make any sale of Collateral, regardless of notice of sale having been given. Administrative Agent The Trustee 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. Expenses of retaking, holding, preparing for sale, selling, or the like shall include Administrative Agent's reasonable attorneys' fees and legal expenses, and constitute a portion of the Obligations. During the continuance of an Event of Default, Administrative Agent The Trustee shall be entitled to immediate possession of all books and records maintained by the Pledgor with respect to the Collateral, and shall have the authority to enter upon any premises upon which any of the same may be situated and remove the same therefrom without liability. Upon disposition The Trustee shall apply the net proceeds of any action taken by it pursuant to this Agreement, after deducting all reasonable costs and expenses of every kind incurred by the Trustee in connection therewith or incidental to the care or safekeeping of any of the Collateral during an Event of Default, Pledgor shall be entitled to or in any surplus with respect way relating to the Collateral following payment in full or the rights of the Obligations Trustee and termination the Holders hereunder, including, without limitation, reasonable attorneys' fees and disbursements, as provided in Section 8 hereof, and shall be liable only after such application and after the payment by the Trustee of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the UCC, need the Trustee account for the surplus, if any, to Administrative Agent for any deficiency with respect theretothe Pledgor. All cash proceeds received To the extent permitted by Administrative Agent upon any sale ofapplicable law, collection ofthe Pledgor waives all claims, or other realization upon, all damages and demands it may acquire against the Trustee (or any part other trustee under any Deed of Trust) or any Holder arising out of the Collateral shall be applied as follows:exercise by them of any rights hereunder.