Common use of Remedies with Respect to Collateral Clause in Contracts

Remedies with Respect to Collateral. (a) Upon the occurrence of an Event of Default, as to any Collateral other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by the Mortgages), the Collateral Agent or any representative of the Collateral Agent shall have the rights and remedies of a secured party under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor to assemble such Collateral, at the Borrower's expense, and make it available to the Collateral Agent at a place designated by the Collateral Agent which is reasonably convenient to both parties, and enter any premises where any of such Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the Subsidiaries, the Borrower agrees not to charge the Collateral Agent for storage thereof), to take possession of any of such Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent shall have the right to conduct such sales on the premises of Obligors, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral and the Inventory Collateral or any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(b)

Remedies with Respect to Collateral. (a) Upon the occurrence of an Event of Default, as to any Collateral other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by the Mortgages), the Collateral Agent Lender or any representative of the Collateral Agent Lender shall have the rights and remedies of a secured party under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor Purchaser to assemble such the Collateral, at the Borrower's Purchaser' expense, and make it available to the Collateral Agent Lender at a place designated by the Collateral Agent Lender which is reasonably convenient to both parties, and enter any premises where any of such the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the SubsidiariesPurchaser, the Borrower such Purchaser agrees not to charge the Collateral Agent Lender for storage thereof), to take possession of any of such the Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent Lender shall have the right to conduct such sales on the premises of ObligorsPurchaser, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent Lender may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral Purchased Receivables and the Inventory Collateral their Related Rights and Goods or any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(bSection 6.02(b), below. Lender shall give Purchaser written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Purchaser at least ten days before such disposition. Expenses of retaking, verifying, restoring, holding, insuring, collecting, preserving, liquidating, protecting, preparing for sale or selling, or otherwise disposing of or the like with respect to the Collateral shall include, in any event, reasonable attorneys' fees and other legally recoverable collection expenses, all of which shall constitute a part of the Obligations.

Remedies with Respect to Collateral. (a) Upon Without limiting the occurrence of an foregoing, if any Event of DefaultDefault shall occur and be continuing, as Agent may exercise, in addition to any Collateral all other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed granted to it in this Agreement, any other Loan Document or by the Mortgages)law, the Collateral Agent or any representative of the Collateral Agent shall have the all rights and remedies of a secured party under the UCC UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), includingany such event Agent may, without limitationdemand of performance or other demand, the right advertisement, legal process or notice of any kind (except as may be required by law or provided herein) to require each Obligor to assemble such Collateral, at the Borrower's expense, and make it available to the Collateral Agent at a place designated by the Collateral Agent which is reasonably convenient to both parties, and enter any premises where any of such Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), (i) at any time or times enter Borrower's premises and take physical possession of the Subsidiaries, the Borrower agrees not to charge the Collateral Agent for storage thereof), to take and maintain such possession of any of such Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent shall have the right to conduct such sales on the premises of ObligorsBorrower's premises, without charge thereforany obligation to pay rent or other compensation to Borrower, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have (ii) remove the right to appoint a receiver of the Accounts Receivable Collateral and the Inventory Collateral or any part thereof, to such other places as Agent may desire, (iii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or (iv) forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Agent's offices or elsewhere at such prices and on such terms as Agent may deem commercially reasonable (irrespective of the impact of any such sales on the market price of the Collateral), for cash or on credit or for future delivery. Any such purchaser (including, without limitation, Agent and any other Lender) of Collateral sold pursuant to this Section 8.3 shall purchase the same absolutely free from any claim or right on ----------- the part of Borrower and Borrower does hereby waive (to apply the proceeds therefrom maximum extent permitted by the UCC and other applicable law) all rights of redemption, stay, and appraisal which Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Borrower further agrees, at Agent's request to assemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at Borrower's premises or elsewhere. To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Agent arising out of the repossession, retention or sale of the Collateral except such as set forth may arise out of the gross negligence or willful misconduct of Agent or the failure of Agent to exercise reasonable care in SECTION 6.03(b)the custody and preservation of Collateral in its possession or under its control as provided in Section 4.3. Borrower ----------- agrees that, to the extent notice of sale shall be required by law, Agent need not give more than ten (10) days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice shall constitute reasonable notification within the meaning of Section 9504(3) of the UCC.

Remedies with Respect to Collateral. (a) Upon the occurrence and during the continuance of an Event of Default, as to any Collateral other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by the Mortgages), the Collateral Agent Lender or any representative of the Collateral Agent Lender shall have the rights and remedies of a secured party under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor Purchaser to assemble such the Collateral, at the Borrower's Purchaser’ expense, and make it available to the Collateral Agent Lender at a place designated by the Collateral Agent Lender which is reasonably convenient to both parties, and and, subject to the rights of third parties, peaceably to enter any premises where any of such the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the SubsidiariesPurchaser, the Borrower such Purchaser agrees not to charge the Collateral Agent Lender for storage thereof), to take possession of any of such the Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent Lender shall have the right to conduct such sales on the premises of ObligorsPurchaser, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent Lender may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral Purchased Receivables and the Inventory Collateral their Related Rights and Goods or any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(bSection 6.02(b), below. Lender shall give Purchaser written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Purchaser at least ten days before such disposition. Expenses of retaking, verifying, restoring, holding, insuring, collecting, preserving, liquidating, protecting, preparing for sale or selling, or otherwise disposing of or the like with respect to the Collateral shall include, in any event, reasonable attorneys’ fees and other legally recoverable collection expenses, all of which shall constitute a part of the Obligations.

Remedies with Respect to Collateral. (a) Upon the occurrence and during the continuance of an Event of Default, as to any Collateral other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by the Mortgages), the Collateral Agent Lender or any representative of the Collateral Agent Lender shall have the rights and remedies of a secured party under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor Purchaser to assemble such the Collateral, at the Borrower's Purchaser' expense, and make it available to the Collateral Agent Lender at a place designated by the Collateral Agent Lender which is reasonably convenient to both parties, and and, subject to the rights of third parties, peaceably to enter any premises where any of such the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the SubsidiariesPurchaser, the Borrower such Purchaser agrees not to charge the Collateral Agent Lender for storage thereof), to take possession of any of such the Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent Lender shall have the right to conduct such sales on the premises of ObligorsPurchaser, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent Lender may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral Purchased Receivables and the Inventory Collateral their Related Rights and Goods or any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(bSection 6.02(b), below. Lender shall give Purchaser written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Purchaser at least ten days before such disposition. Expenses of retaking, verifying, restoring, holding, insuring, collecting, preserving, liquidating, protecting, preparing for sale or selling, or otherwise disposing of or the like with respect to the Collateral shall include, in any event, reasonable attorneys' fees and other legally recoverable collection expenses, all of which shall constitute a part of the Obligations.

Remedies with Respect to Collateral. (a) Upon the occurrence of an any Event of Default, as the Agent shall, in addition to any Collateral all other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by the Mortgages)remedies, the Collateral Agent or any representative of the Collateral Agent shall have all the rights and remedies of a secured party under the UCC in effect on Uniform Commercial Code. The Agent may require the date thereof (regardless of whether Borrower to take any steps necessary to make the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor to assemble such Collateral, at the Borrower's expense, and make it Collateral available to the Collateral Agent at a place designated by the Collateral Agent which is reasonably convenient convenient. Any requirement of the Code for reasonable notice to both parties, and enter any premises where any of such Collateral the Borrower shall be located and met if such notice is given to keep and store the Collateral on said premises until sold (and if said premises be Borrower at least ten days before the property time of the Borrower sale, disposition or any of other event or thing giving rise to the Subsidiaries, the Borrower agrees not to charge the Collateral Agent for storage thereof), to take possession of any of such Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent shall have the right to conduct such sales on the premises of Obligors, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable lawrequired notice. The Collateral Agent may sell, lease or dispose assign and deliver the whole or, from time to time, any part of the Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral and the Inventory Collateral interest therein or any part thereof, at any private sale or at a public auction, with or without demand, advertisement or notice of the time and place or sale or adjournment thereof or otherwise, except that, consistent with the preceding sentence, a notice of any such sale shall be given to the Borrower ten days before such sale, which may be for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Agent its sole discretion may determine. The Borrower waives and releases any and all right or equity of redemption either before or after any such sale except for his right to apply redeem such Collateral upon payment of the Secured Obligations. At any such sale, the Agent may bid and purchase for its own account, the whole or any part of the Collateral so sold free from any such right or equity of redemption. The proceeds therefrom from any such sale shall be applied by the Agent to satisfy the Secured Obligations in such order as set forth it may deem appropriate. The Borrower agrees to pay all costs and expenses including court costs and reasonable attorneys' fees, incurred by the Agent and Morgan in SECTION 6.03(benforcing any of the terms hereof or in retaking, holding, xxxxaring for sale, selling, protecting, collecting or otherwise realizing upon any of the Collateral (including any such of the foregoing actions taken or done in any proceeding for relief of debtors under the Bankruptcy Code of the United States); and all such costs and expenses shall constitute additional indebtedness under the Credit Agreement payable on demand together with interest thereon at the default rate specified in Section 2.04 of the Credit Agreement, and shall also constitute part of the Secured Obligations secured by the security interest created by the Credit Agreement.

Remedies with Respect to Collateral. (a) Upon the occurrence of an If any Event of DefaultDefault shall have occurred and be continuing, as in addition to and not in limitation of any Collateral other than Real Property Collateral (rights or remedies available to Lender at law or in equity, Lender may exercise in respect of the extent that the Collateral, in addition to all other rights and remedies of Collateral Agent under which are governed by the Mortgages)provided for herein or otherwise available to it, the Collateral Agent or any representative of the Collateral Agent shall have all the rights and remedies of a secured party on default under the UCC in effect on (whether or not the date thereof UCC applies to the affected Collateral) and may also: (regardless of whether a) require the same has been enacted in the jurisdiction where the rights or remedies are asserted)Loan Parties to, including, without limitation, the right to require and each Obligor to assemble such CollateralLoan Party hereby agrees that it will, at its expense and upon request of Lender forthwith, assemble all or part of the Borrower's expense, Collateral as directed by Lxxxxx and make it available to the Collateral Agent Lender at a place to be designated by the Collateral Agent Lender which is reasonably convenient to both parties; (b) withdraw all cash in the deposit accounts maintained by the Loan Parties and apply such monies in payment of the Obligations; and (c) without notice or demand or legal process, and enter upon any premises where of any of such Collateral shall be located Loan Party and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the Subsidiaries, the Borrower agrees not to charge the Collateral Agent for storage thereof), to take possession of any the Collateral. The Loan Parties agree that, to the extent notice of such sale of the Collateral or the proceeds thereofany part thereof shall be required by law, at least ten (10) days’ notice to sell or otherwise dispose Borrower of the same, time and place of any public disposition or the time after which any private disposition (which notice shall include any other information required by law) is to be made shall constitute reasonable notification. At any disposition of the Collateral Agent (whether public or private), if permitted by law, Lender may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, or licensing of the Collateral or any portion thereof for the account of Lender. Lender shall have not be obligated to make any disposition of Collateral regardless of notice of disposition having been given. The Loan Parties shall remain liable for any deficiency. Lender may adjourn any public or private disposition from time to time by announcement at the right to conduct such sales on the premises of Obligors, without charge time and place fixed therefor, and such sales may disposition may, without further notice, be adjourned from made at the time and place to time which it was so adjourned. Lender is not obligated to make any representations or warranties in accordance connection with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver disposition of the Accounts Receivable Collateral. To the extent permitted by law, each of the Loan Parties hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter, enacted. Lender shall not be required to proceed against any Collateral and the Inventory Collateral or but may proceed against any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(b)Loan Party directly.

Remedies with Respect to Collateral. (a) Upon the occurrence of an Event of Default, as to any Collateral other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by the Mortgages), the Collateral Agent or any representative of Agent shall have the Collateral Agent right to exercise any one, or more, or all of the rights, powers and remedies under the Mortgages, and also shall have the rights and remedies of a secured party under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor the Borrower and the Guarantors to assemble such the Collateral, at the Borrower's and the Guarantors' expense, and make it available to the Collateral Agent at a place designated by the Collateral Agent which is reasonably convenient to both parties, and enter any premises where any of such the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the SubsidiariesGuarantors, the Borrower agrees and the Guarantors agree not to charge the Collateral Agent for storage thereof), to take possession of any of such the Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent shall have the right to conduct such sales on the premises of Obligorsthe Borrower or any of the Guarantors, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral and the Inventory Collateral or any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(b)the

Remedies with Respect to Collateral. (a) Upon the occurrence of an Event of Default, as to any Collateral other than Real Property Collateral (and subject to the extent that provisions of the rights and remedies of Collateral Agent under which are governed by the Mortgages)Intercreditor Agreement, the Collateral Agent or any representative of the Collateral Agent shall have the rights and remedies of a secured party under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to require each Obligor the Borrowers to assemble such the Collateral, at the Borrower's Borrowers' expense, and make it available to the Collateral Agent at a place designated by the Collateral Agent which is reasonably convenient to both parties, and enter any premises where any of such the Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the any Borrower or any of the its Subsidiaries, the such Borrower agrees not to charge the Collateral Agent for storage thereof), to take possession of any of such the Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent shall have the right to conduct such sales on the premises of Obligorsthe Borrowers, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Account's Receivable Collateral and the Inventory Collateral or any part thereof, and the right to apply the proceeds therefrom as set forth in SECTION 6.03(b)

Remedies with Respect to Collateral. (a) Upon the occurrence of If an Event of DefaultDefault shall occur and be continuing, as the Lender may exercise, in addition to any Collateral all other than Real Property Collateral (to the extent that the rights and remedies of Collateral Agent under which are governed by granted in this Agreement, at law or in equity, and in any other instrument or agreement securing, evidencing or relating to the Mortgages)Loan, the Collateral Agent or any representative of the Collateral Agent shall have the all rights and remedies of a secured party creditor under the UCC Code, and, subject to any restrictions set forth below, may foreclose or otherwise realize upon the Collateral in effect on such portions or in full as the date thereof Lender sees fit in its sole discretion. If an Event of Default shall occur and be continuing, without limiting the generality of the foregoing, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (regardless of whether except any notice required by law referred to below) to or upon any Person (which demands, presentments, protests, advertisements and notices, or other defenses, are hereby waived by the same has been enacted in the jurisdiction where the rights or remedies are assertedBorrower), includingmay collect, without limitationreceive, appropriate and realize upon the right to require each Obligor to assemble such Collateral, at the Borrower's expense, and make it available to the Collateral Agent at a place designated by the Collateral Agent which is reasonably convenient to both parties, and enter any premises where any of such Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the Subsidiaries, the Borrower agrees not to charge the Collateral Agent for storage thereof), to take possession of any of such Collateral or the proceeds thereof, to sell or otherwise dispose of the same, and the Collateral Agent shall have the right to conduct such sales on the premises of Obligors, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Accounts Receivable Collateral and the Inventory Collateral or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Lender 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 Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. To the extent permitted by Applicable Law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights and remedies hereunder. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the right reasonable fees and disbursements of any attorneys employed by the Lender to apply collect such deficiency. Any proceeds of any sale or other disposition of the proceeds therefrom as set forth in SECTION 6.03(b)Collateral that remain after the full and final payment of all the Secured Obligations shall be returned to the Borrower.