Common use of Remedies and Enforcement Clause in Contracts

Remedies and Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.

Remedies and Enforcement. Secured Party Bank shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party Bank by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured PartyBank's discretion, Secured Party Bank may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party Bank of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured PartyBank, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party Bank of any amounts due or to become due thereunder. Company agrees that Secured Party Bank shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured PartyBank's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured PartyBank) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party Bank harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.

Remedies and Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's ’s default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's ’s discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's ’s processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' ’ fees.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganUCC or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Company's default such Debtor’s default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor’s premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to Companyany Debtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company each Debtor will, at its own expense, notify any parties obligated to Company such Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all bxxxxxxx to such account debtors that their accounts must be paid to or as directed by Secured Party. Company Each Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company such Debtor suffers or may suffer as a result of Secured Party's ’s processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company such Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Each Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' ’ fees, excepting only those claims, demands and actions arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as a Debtor’s true and lawful proxy and attorney-in-fact, with power, upon the occurrence and during the continuance of any Event of Default; to endorse such Debtor’s name or any of its officers or agents upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents upon any invoice, freight or express bxxx, bxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor’s rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; each Debtor hereby granting unto Secured Party on behalf of the Banks upon the occurrence and during the continuance of an Event of Default, as the proxy and attorney-in-fact of such Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as such Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long as any Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding. The Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalf of the Banks in its own name or in the name of such Debtor.

Remedies and Enforcement. Secured Party shall have 8.1 Remedies in Case of an Event of Default. If an Event of Default has occurred and is continuing, then in addition to the actions referred to in Section 5.2 the Pledgee may take any or all of the following actions, without demand of performance or other demand, advertisement or notice of any kind to or upon Pledgors or any other Person (except as specified in Section 8.1(b)) all and each of which are hereby expressly waived by Pledgors: (a) The Pledgee may, in its own name or at its sole option in the name of any Pledgor, exercise any or all of the rights, powers and privileges of, and pursue any or all of the remedies accorded to, any Pledgor under the Collateral and may exercise any exclude such Pledgor and all Persons claiming by, through or under such Pledgor wholly or partly therefrom, including in such rights, privileges and remedies, but without limitation, all rights of enforcement such Pledgor to demand, receive, sue for, compromise and remedies afforded to a secured party under settle all payments in respect of the Uniform Commercial Code as adopted Collateral, and in force in the State of Michigan, connection therewith to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and exercise all other rights and remedies otherwise provided and available to Secured Party by law unless thereunder which such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may:Pledgor could enforce if this Agreement had not been made. (1b) Apply any of The Pledgee may forthwith collect, recover, receive, appropriate and realize upon the Collateral against any of the Indebtedness secured hereby; (2) Waive any defaultCollateral, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, and/or may forthwith sell, assign, give an option or compromise options to purchase, contract to sell or extend otherwise dispose of and deliver the Collateral, or renew for any period (whether part thereof, in one or not longer than the original period) the indebtedness thereunder more parcels at public or evidenced thereby. Upon request of the Secured Party, Company willprivate sale or sales, at its own expenseany exchange, notify any parties obligated to Company on broker's board or at any of the Collateral to make payment to the Secured Party Pledgee's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any amounts due credit risk. The Pledgee need not make any sale of Collateral even if notice thereof has been given, may reject any and all bids that in its commercially reasonable discretion it shall deem inadequate, and may adjourn any public or private sale. Pledgors hereby acknowledge that the Collateral is of a type that could decline speedily in value and is also of a type customarily sold on a recognized market, in each case within the meaning of Section 9-504 of the UCC as in effect in any applicable jurisdiction, and that the Pledgee need not give any notice to become due thereunderPledgors prior to any sale of the Collateral at any exchange, broker's board or in any other recognized market. Company Without limiting the foregoing, each Pledgor agrees that Secured Party shall the Pledgee need not be liable for any loss or damage which Company suffers or may suffer as a result give more than five days notice of Secured Party's processing of items or its exercise the time and place of any public sale or of the time after which a private sale or other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related intended disposition is to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims take place and that such notice is reasonable notification of such third parties in connection with the processing of items based solely upon the gross negligence matters, and waives all other demands or willful misconduct of Secured Party) or the exercise notices of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' feeskind.

Remedies and Enforcement. 8.1 Remedies in Case of an Event of Default. If an Event of Default has occurred and is continuing, then in addition to the actions referred to in Section5.2 the Pledgee may take any or all of the following actions, without demand of performance or other demand, advertisement or notice of any kind to or upon Pledgors or any other Person (except as specified in Section8.1(b)) all and each of which are hereby expressly waived by Pledgors: (a) The Pledgee may, in its own name or at its sole option in the name of any Pledgor, exercise any or all of the rights, powers and privileges of, and pursue any or all of the remedies accorded to, any Pledgor under the Collateral and may exclude such Pledgor and all Persons claiming by, through or under such Pledgor wholly or partly therefrom, including in such rights, privileges and remedies, but without limitation, all rights of such Pledgor to demand, receive, sue fox, compromise and settle all payments in respect of the Collateral, and in connection therewith to exercise all rights and remedies thereunder which such Pledgor could enforce if this Agreement had not been made. (b) The Pledgee may forthwith collect, recover, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee need not make any sale of Collateral even if notice thereof has been given, may reject any and all bids that in its commercially reasonable discretion it shall deem inadequate, and may adjourn any public or private sale. Pledgors hereby acknowledge that the Collateral is of a type that could decline speedily in value and is also of a type customarily sold on a recognized market, in each case within the meaning of Section 9-504 of the UCC as in effect in any applicable jurisdiction, and that the Pledgee need not give any notice to Pledgors prior to any sale of the Collateral at any exchange, broker's board or in any other recognized market. Without limiting the foregoing, each Pledgor agrees that the Pledgee need not give more than five days notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters, and waives all other demands or notices of any kind. (c) The Pledgee may, as a matter of right and without notice to any Pledgor or any Person claiming by, through or under any Pledgor, cause the appointment of a receiver for all or any part of the Collateral. (d) In addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Secured Party shall Obligations, the Pledgee will have and may exercise with respect to any and or all of the Collateral all of the rights of enforcement and remedies afforded to of a secured party under the Uniform Commercial Code as adopted UCC and in force in the State of Michigan, all other legal and equitable remedies allowed under applicable law. 1. Each Pledgor waives to the full extent permitted by applicable lawlaw the benefit of all appraisement, on the date of this Stock Pledge valuation, stay, extension, moratorium and redemption laws now or the date of Company's default together with any hereafter in force and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result of marshaling in the invalidity or unenforceability of any provision hereof, in which case the law event of the state in which any sale of the Collateral is located shall apply to or any part thereof or any interest therein. Each Pledgor will execute and deliver such documents as the extent Pledgee deems advisable or necessary to render in order that any such provision valid and enforceable; and, sale or disposition be made in conjunction with, in addition to, compliance with applicable law. Any sale or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any other disposition of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, thereof or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or interest therein in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any remedy hereunder will constitute a perpetual bar against each Pledgor and any Persons claiming by, through or under any Pledgor. Upon any such sale or other rights disposition, the receipt of the officer or remedies hereunder. Company further agrees agent making the sale or other disposition or of the Pledgee is a sufficient discharge to indemnify the purchaser for the purchase money, and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' feespurchaser will have no duty to see to the application thereof.

Remedies and Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of CompanyPledgor's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to CompanyPledgor, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company Pledgor will, at its own expense, notify any parties obligated to Company Pledgor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company Pledgor agrees that Secured Party shall not be liable for any loss or damage which Company Pledgor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company Pledgor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Pledgor further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganUCC or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Company's default such Debtor’s default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor’s premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to Companyany Debtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company each Debtor will, at its own expense, notify any parties obligated to Company such Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all xxxxxxxx to such account debtors that their accounts must be paid to or as directed by Secured Party. Company Each Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company such Debtor suffers or may suffer as a result of Secured Party's ’s processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company such Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based to the extent arising solely upon from the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Each Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' ’ fees, excepting only those claims, demands and actions to the extent arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as a Debtor’s true and lawful proxy and attorney-in-fact, with power, upon the occurrence and during the continuance of any Event of Default; to endorse such Debtor’s name or any of its officers or agents upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor’s rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; each Debtor hereby granting unto Secured Party on behalf of the Banks upon the occurrence and during the continuance of an Event of Default, as the proxy and attorney-in-fact of such Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as such Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long as any Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding. The Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalf of the Banks in its own name or in the name of such Debtor.

Remedies and Enforcement. Secured Party shall have (a) If this Agreement is terminated and may exercise any and all rights of enforcement and remedies afforded the transactions contemplated hereby failed to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: close (1i) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Partythe default or breach of Seller hereunder, Seller shall reimburse Purchaser for Purchaser's processing Expenses; or (ii) as a result of items the default or breach of Purchaser hereunder, Purchaser shall reimburse Seller for (x) Parent's Expenses and (y) any fees and other amounts payable by Parent to the Company as a result of Parent's inability to consummate the Merger or the other Transactions as a result of Purchaser's breach of its exercise obligations under this Agreement. Notwithstanding anything herein to the contrary, no termination of this Agreement shall relieve any Party of any liability or damages resulting from or arising out of any fraud or willful breach. (b) Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profitsremedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any claim, demand or action by any third party one remedy will not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or preclude the exercise of any other rights remedy. (c) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or remedies hereunderwere otherwise breached. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actionsExcept as set forth in this Section 12.1, including without limitation litigation costs the limitations set forth in Section 12.1(d), it is agreed that prior to the termination of this Agreement, the non-breaching Party shall be entitled to an injunction or injunctions to prevent breaches of this Agreement by any other Party and reasonable attorneysto specifically enforce the terms and provisions of this Agreement. (d) The Parties' feesright of specific enforcement is an integral part of the transactions contemplated hereby and each Party hereby waives any objections to the grant of the equitable remedy of specific performance to prevent or restrain breaches of this Agreement by any other Party (including any objection on the basis that there is an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity), and each Party shall be entitled to an injunction or injunctions and to specifically enforce the terms and provisions of this Agreement to prevent or restrain breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of such Party under this Agreement all in accordance with the terms of this Section 12.1. In the event any Party seeks an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, such Party shall not be required to provide any bond or other security in connection with such order or injunction all in accordance with the terms of this Section 12.1.

Remedies and Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to CompanyPledgor, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company Pledgor will, at its own expense, notify any parties obligated to Company Pledgor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company Pledgor agrees that Secured Party shall not be liable for any loss or damage which Company Pledgor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company Pledgor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Pledgor further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganMichigan or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Companysuch Debtor's default default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor's premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to CompanyDebtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company Debtor will, at its own expense, notify any parties obligated to Company Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all billxxxx xx such account debtors that their accounts must be paid to or as directed by Secured Party. Company Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company Debtor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees., excepting only those claims, demands and actions arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as Debtor's true and lawful proxy and attorney-in-fact, with power, upon the occurrence of any Event of Default (exercisable so long as such Event of Default is continuing); to endorse such Debtor's name or any of its officers or agents upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents upon any invoice, freight or express bill, xxll xx lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor's rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; such Debtor hereby granting unto Secured Party on behalf of the Banks, as the proxy and attorney-in-fact of Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long as any Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding. The Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalf of the Banks in its own name or in the name of such Debtor, provided that Secured Party shall act in a commercially reasonable manner. 140 EXHIBIT 10.1

Remedies and Enforcement. Secured Party shall have The Executive acknowledges and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which agrees that if he breaches any of the Collateral is located shall apply to restrictive covenants contained in this Section (the extent necessary to render such provision valid “Covenants”), the Employer will suffer immediate and enforceable; andirreparable harm and injury for which the Employer will have no adequate remedy at law. Accordingly, in conjunction withany action or proceeding to enforce the Covenants, in addition tothe Executive agrees not to assert the claim or defense that an adequate remedy at law exists. Rather, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply if the Executive breaches any of the Collateral against any of Covenants, the Indebtedness secured hereby; (2) Waive any defaultEmployer shall be absolutely entitled to obtain equitable relief, or including without limitation temporary restraining orders, preliminary injunctions, permanent injunction, and specific performance. The Employer will also have the right and remedy any default in any reasonable manner, without waiving its rights to require the Executive to account for and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment pay over to the Secured Party of any amounts due employer all compensation, profits, monies, accruals, increments or to become due thereunder and enforce collection of any of other benefits derived or received by the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer Executive as a result of Secured Party's processing of items or its exercise of such breach. The foregoing remedies and relief shall be cumulative and in addition to any other rights or remedies available to the Employer. In addition to the other remedies in this section to which the Employer may be entitled, all then outstanding options held by the Executive under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or the Employer’s Stock-Based Incentive Compensation Plan for Officers and Key Employees shall immediately be forfeited and no longer exercisable. the Executive will return to the employer any claim, demand or action by any third party not related stock received pursuant to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any such option (or the proceeds thereof) and the Executive does hereby irrevocably constitute and appoint the Secretary of the employer as attorney in fact, coupled with an interest, to transfer the said stock on the books of the Corporation with full power of substitution in the premises and the Executive will execute any and all additional documents or consents necessary to effectuate the return of such shares.. If the Executive breaches the Covenants in any respect, the Restricted Period will be extended for a period equal to the period that the Executive was in breach. If a court determines that the Covenants (or any portion thereof) are unenforceable because of their duration, scope or otherwise, it is the intention of the parties that such court then modify the Covenants to the minimum extent necessary and, in their modified form, for the Covenants to then be enforceable. Moreover if any court holds the Covenants (or any portion thereof) unenforceable by reason of their duration or scope or otherwise, it is the intention of the parties that such determination not bar or in any way affect the right of the employer to the relief provided above in the courts of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all jurisdiction within the scope of such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' feesCovenants.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganMichigan or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Companysuch Debtor's default default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor's premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to CompanyDebtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company Debtor will, at its own expense, notify any parties obligated to Company Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all billxxxx to such account debtors that their accounts must be paid to or as directed by Secured Party. Company Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company Debtor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees, excepting only those claims, demands and actions arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as Debtor's true and lawful proxy and attorney-in-fact, with power, upon the occurrence of any Event of Default (exercisable so long as such Event of Default is continuing); to endorse such Debtor's name or any of its officers or agents (if required) upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents (if required) upon any invoice, freight or express bill, xxll xx lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor's rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; such Debtor hereby granting unto Secured Party on behalf of the Banks, as the proxy and attorney-in-fact of Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long as any Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding under the Credit Agreement. The Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalf of the Banks in its own name or in the name of such Debtor, provided that Secured Party shall act in a commercially reasonable manner.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganUCC or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Company's default such Default or Event of Default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor's premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured herebyIndebtedness; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to Companyany Debtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company each Debtor will, at its own expense, notify any parties obligated to Company such Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all xxxxxxxx to such account debtors that their accounts must be paid to or as directed by Secured Party. Company Each Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company such Debtor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company such Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Each Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees, excepting only those claims, demands and actions arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as a Debtor's true and lawful proxy and attorney-in-fact, with power, upon the occurrence and during the continuance of any Event of Default; to endorse such Debtor's name or any of its officers or agents upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor's rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; each Debtor hereby granting unto Secured Party on behalf of the Banks upon the occurrence and during the continuance of an Event of Default, as the proxy and attorney-in-fact of such Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as such Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long as any Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding. The Secured Party shall have full power during the continuance of an Event of Default to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalf of the Banks in its own name or in the name of such Debtor. (6) Issue entitlement orders with respect to any Securities Account and give the financial intermediaries with respect to any Securities Accounts notices of exclusive control over such Securities Accounts and notices that Debtors' rights to originate institutions and entitlement orders and to withdraw assets have terminated.

Remedies and Enforcement. Secured Party shall have 8.1 Remedies in Case of an Event of Default. If an Event of Default has occurred and is continuing, then in addition to the actions referred to in Section 5.2 the Pledgee may take any or all of the following actions, without demand of performance or other demand, advertisement or notice of any kind to or upon Pledgors or any other Person (except as specified in Section 8.1(b)) all and each of which are hereby expressly waived by Pledgors: (a) The Pledgee may, in its own name or at its sole option in the name of any Pledgor, exercise any or all of the rights, powers and privileges of, and pursue any or all of the remedies accorded to, any Pledgor under the Collateral and may exercise any exclude such Pledgor and all Persons claiming by, through or under such Pledgor wholly or partly therefrom, including in such rights, privileges and remedies, but without limitation, all rights of enforcement such Pledgor to demand, receive, sue for, compromise and remedies afforded to a secured party under xxttle all payments in respect of the Uniform Commercial Code as adopted Collateral, and in force in the State of Michigan, connection therewith to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and exercise all other rights and remedies otherwise provided and available to Secured Party by law unless thereunder which such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may:Pledgor could enforce if this Agreement had not been made. (1b) Apply any of The Pledgee may forthwith collect, recover, receive, appropriate and realize upon the Collateral against any of the Indebtedness secured hereby; (2) Waive any defaultCollateral, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, and/or may forthwith sell, assign, give an option or compromise options to purchase, contract to sell or extend otherwise dispose of and deliver the Collateral, or renew for any period (whether part thereof, in one or not longer than the original period) the indebtedness thereunder more parcels at public or evidenced thereby. Upon request of the Secured Party, Company willprivate sale or sales, at its own expenseany exchange, notify any parties obligated to Company on broker's board or at any of the Pledgee's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee need not make any sale of Collateral even if notice thereof has been given, may reject any and all bids that in its commercially reasonable discretion it shall deem inadequate, and may adjourn any public or private sale. Pledgors hereby acknowledge that the Collateral (other than the Epoch Shares and the LLC Interest) is of a type that could decline speedily in value and is also of a type customarily sold on a recognized market, in each case within the meaning of Section 9-504 of the UCC as in effect in any applicable jurisdiction, and that the Pledgee need not give any notice to make payment Pledgors prior to any sale of the Collateral at any exchange, broker's board or in any other recognized market. Without limiting the foregoing, each Pledgor agrees that, with respect to any of the Collateral, the Pledgee need not give more than five days notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters, and waives all other demands or notices of any kind. (c) In addition to the Secured Party of any amounts due rights described in the foregoing clauses (a) and (b), with respect to the LLC Interest, the Pledgee may (i) use, operate, store, control or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledgemanage the LLC Interest, including without limitation indirectcarrying on the business of Red Tulip and exercising all rights and powers of Entree relating to the LLC Interest, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or and (ii) transfer all rights in connection with and under the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actionsRed Tulip Operating Agreement, including without limitation litigation costs and reasonable attorneys' fees.(but subject to the terms of the Red Tulip Operating Agreement) the right to become a substitute Member (as such term is defined in the Red Tulip Operating Agreement)

Remedies and Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganCalifornia, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based to the extent they are due solely upon to the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees. None of Secured Party, the Administrative Agent or any Bank may not enter into any settlement or other compromise with respect to any claim covered by the indemnity set forth herein without the prior written consent of the Debtor from which such indemnity is sought, which consent shall not be unreasonably withheld and which consent shall not be required following the occurrence and during the continuance of an Event of Default.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganUCC or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Companysuch Debtor's default default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor's premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to Companyany Debtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company each Debtor will, at its own expense, notify any parties obligated to Company such Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all xxxxxxxx to such account debtors that their accounts must be paid to or as directed by Secured Party. Company Each Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company such Debtor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company such Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Each Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees, excepting only those claims, demands and actions arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as a Debtor's true and lawful proxy and attorney-in-fact, with power, upon the occurrence and during the continuance of any Event of Default; to endorse such Debtor's name or any of its officers or agents upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents upon any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor's rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; each Debtor hereby granting unto Secured Party on behalf of the Banks upon the occurrence and during the continuance of an Event of Default, as the proxy and attorney-in-fact of such Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as such Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be irrevocable for the entire term of the Credit Agreement, the Notes and all transactions thereunder and thereafter as long as any Indebtedness or any of the commitments to lend (whether optional or obligatory) remain outstanding. The Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof on behalf of the Banks in its own name or in the name of such Debtor.

Remedies and Enforcement. Secured Party shall have and may exercise exercise, at the direction or with the approval of the Majority Banks, any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of MichiganMichigan or other applicable uniform commercial code (or other applicable law), to the full extent permitted by applicable law, on the date of this Stock Pledge Security Agreement or the date of Companysuch Debtor's default default, together with any and all other rights and remedies otherwise provided and available to Secured Party by applicable law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may, at the direction or with the approval of the Majority Banks, or with respect to subparagraph (3) below), all of the Banks: (1) Apply Enter upon such Debtor's premises to take possession of, assemble, collect and/or dispose of the Collateral and, if Secured Party elects to do, to apply any of the Collateral against any of the Indebtedness secured hereby; (2) Require such Debtor to assemble the Collateral and make it available at a place Secured Party designates to allow Secured Party to take possession or dispose of the Collateral; 162 (3) Waive any default, or remedy any default in any reasonable mannerdefault, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (34) Without any notice to CompanyDebtor, notify any parties obligated on any of the Collateral to make payment to the Secured Party Party, on behalf of the Banks, of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company Debtor will, at its own expense, notify any parties obligated to Company Debtor on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder, and indicate on all billxxxx to such account debtors that their accounts must be paid to or as directed by Secured Party. Company Debtor agrees that neither Secured Party nor the Banks shall not be liable for any loss or damage which Company Debtor suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock PledgeSecurity Agreement, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or affiliated with Company Debtor arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company Debtor further agrees to indemnify and hold Secured Party and the Banks harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees., excepting only those claims, demands and actions arising solely as a result of the gross negligence or willful misconduct of Secured Party or any of the Banks; (5) Appoint any officer or agent of Secured Party as Debtor's true and lawful proxy and attorney-in-fact, with power, upon the occurrence of any Event of Default (exercisable so long as such Event of Default is continuing); to endorse such Debtor's name or any of its officers or agents (if required) upon any notes, checks, drafts, money orders, or other instruments of payment (including payments payable under any policy of insurance on the Collateral) or Collateral that may come into possession of the Secured Party in full or part payment of any amounts owing to the Banks; to sign and endorse the name of such Debtor and/or any of its officers or agents (if required) upon any invoice, freight or express bill, xxll xx lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and any instrument or document relating thereto or to such Debtor's rights therein; to execute on behalf of such Debtor any financing statements, amendments, subordinations or other filings pursuant to the Credit Agreement, this Security Agreement or the other Loan Documents; such Debtor hereby granting unto Secured Party on behalf of the Banks, as the proxy and attorney-in-fact of Debtor, full power to do any and all things necessary to be done in and about the premises as fully and effectually as Debtor might or could do, and hereby ratifying all that said proxy and attorney shall lawfully do or cause to be done by virtue hereof. The proxy and power of attorney described herein shall be deemed to be coupled with an interest and shall be

Remedies and Enforcement. Secured Party shall have and may exercise any and all rights of enforcement and remedies afforded to a secured party under the Uniform Commercial Code as adopted and in force in the State of Michigan, to the extent permitted by applicable law, on the date of this Stock Pledge or the date of Company's default together with any and all other rights and remedies otherwise provided and available to Secured Party by law unless such application would result in the invalidity or unenforceability of any provision hereof, in which case the law of the state in which any of the Collateral is located shall apply to the extent necessary to render such provision valid and enforceable; and, in conjunction with, in addition to, or substitution for those rights, at Secured Party's discretion, Secured Party may: (1) Apply any of the Collateral against any of the Indebtedness secured hereby; (2) Waive any default, or remedy any default in any reasonable manner, without waiving its rights and remedies upon default and without waiving any other prior or subsequent default; (3) Without any notice to Company, notify any parties obligated on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) the indebtedness thereunder or evidenced thereby. Upon request of the Secured Party, Company will, at its own expense, notify any parties obligated to Company on any of the Collateral to make payment to the Secured Party of any amounts due or to become due thereunder. Company agrees that Secured Party shall not be liable for any loss or damage which Company suffers or may suffer as a result of Secured Party's processing of items or its exercise of any other rights or remedies under this Stock Pledge, including without limitation indirect, special or consequential damages, loss of revenues or profits, or any claim, demand or action by any third party not related to or 176 EXHIBIT 10.1 affiliated with Company arising out of or in connection with the processing of items (excluding only the claims of such third parties in connection with the processing of items based solely upon the gross negligence or willful misconduct of Secured Party) or the exercise of any other rights or remedies hereunder. Company further agrees to indemnify and hold Secured Party harmless from and against all such third party claims, demands or actions, including without limitation litigation costs and reasonable attorneys' fees.