Common use of RIGHTS AS TO COLLATERAL Clause in Contracts

RIGHTS AS TO COLLATERAL. Upon the occurrence of an Event of Default and after any applicable grace period, and at any time thereafter, in addition to other rights and remedies the Lender has under this Agreement, the Lender may: 15.05.1 Notify account debtors at Borrower's expense, that the Collateral has been assigned to Lender and that payments shall be made directly to Lender and upon request of Lender, Borrower will so notify such account debtor that their accounts must be paid to Lender. This right may be exercised by the Lender at any time, even prior to default. Borrower will immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Borrower and Borrower hereby, for consideration paid, irrevocably appoints the Lender its attorney-in-fact for this purpose. 15.05.2 Without notice to Borrower, enter and take possession of all Collateral and the Project on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretion, may operate and use Borrower's equipment, complete work in process and sell inventory without being liable to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license the Collateral to third persons or entities for such purposes; and in any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliver, the whole or any part of the Collateral, or any substitute therefore, or any addition thereto, at public or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as Lender deems advisable, including without limitation the right to sell or lease in conjunction with other property, real or personal, and allocate the sale proceeds or leases among the items of property sold without the necessity of the Collateral being present at any such sale, or in view of prospective purchasers thereof. Lender shall give Borrower timely notice by hand delivery to Borrower or by United States mail, postage prepaid (in which event notice shall be deemed to have been given when so deposited in the mail), at the address specified herein, of the time and place of any public or private sale or other disposition unless the Collateral is perishable, threatens to decline speedily in value, or is the type customarily sold in a recognized market. Upon such sale, Lender may become the purchaser of the whole or any part of the Collateral sold, discharged from all claims and free from any right of redemption. In case of any such sale by Lender of all or any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-time, sold.

RIGHTS AS TO COLLATERAL. Upon (a) If, on the occurrence Maturity Date for Facility A or Facility B, the Borrower shall not have paid in full all the Obligations which are due and payable on such Maturity Date, the Agent, at the direction of an Event the Required Lenders, shall take (and/or shall cause one or more of Default and after its designees to take) any applicable grace period, and at any time thereafteror all of the following actions, in addition to and not in derogation of any right contained in the Loan Documents, after giving at least three Business Days' (which notice period the Borrower acknowledges to be adequate and reasonable) written notice to the Borrower (a single such notice being sufficient to entitle the Agent to take one or more of the actions described below): (i) prohibit the Borrower from taking any action otherwise permitted by Section 8.03(a) hereof, and/or discharge the Borrower from their right to manage and administer the items of Collateral as provided in Section 8.03(b) hereof; (ii) notify the obligors or other rights and remedies the Lender has under this Agreement, the Lender may: 15.05.1 Notify account debtors at Borrower's expense, that parties interested in any item of the Collateral has been assigned of the interest of the Lenders therein and of any action proposed to Lender be taken with respect thereto, and inform any of those parties that all payments otherwise payable to the Borrower with respect thereto thereafter shall be made directly to Lender the Agent until all the Obligations have been paid in full; (iii) receive and upon request retain all payments and all other distributions of Lenderany kind with respect to any and all of the Collateral; (iv) exercise any rights of voting or consent pertaining to any item of Collateral to the same extent as if the Agent were the outright owner thereof for the benefit of the Lenders, Borrower will so notify or cause any item of the Collateral to be transferred to its own name and have such account debtor that their accounts must be paid to Lender. This right may be exercised transfer recorded in any place or places deemed appropriate by the Lender at any time, even prior to default. Borrower will immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise Agent; (v) deal with the Collateral in all respects as if it were the outright owner thereof for the benefit of the Lenders; (vi) take such action as directed by the Required Lenders with respect to the sale, assignment and delivery of the whole of, or proceeds thereof in its own name from time to time any one or in more items of, the name of Borrower and Borrower herebyCollateral, for consideration paidincluding, irrevocably appoints the Lender its attorney-in-fact for this purpose. 15.05.2 Without notice to Borrower, enter and take possession of all Collateral and the Project on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretion, may operate and use Borrower's equipment, complete work in process and sell inventory without being liable : to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license the Collateral to third persons or entities for such purposes; and in any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliverdeliver the whole of, or from time to time any part of, the Collateral at any broker's board or at any private sale or at public auction, with or without demand on the Borrower or advertisement of the time or place of sale or adjournment thereof or otherwise, for cash, for credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Required Lenders in their discretion may determine, and the Agent or any of the other Lenders may bid for and purchase the whole or any part one or more items of the Collateral so sold free from any right or equity of redemption; to adjourn any such sale or cause the same to be adjourned from time to time to a subsequent time and place announced at the time and place fixed for the sale; and to carry out any agreement to sell any item or items of Collateral in accordance with the terms of such agreement, notwithstanding that after the Agent shall have entered into such agreement, all the Obligations may have been paid in full; and (vii) in addition to, and not by way of limitation of, any of the rights specified above, exercise any and all rights and remedies afforded to it, as a secured party in possession of collateral or otherwise, under any and all applicable provisions of laws. (b) The Agent, any Person designated by the Agent to take any of the action as enumerated in subsection (a) above, any of the Lenders, and their respective officers, directors, employees, agents and counsel shall not incur any liability (other than for acts or omissions amounting to gross negligence or willful misconduct) as a result of the sale of the Collateral, or any substitute thereforepart thereof, in a commercially reasonable manner in accordance with the provisions of subsection (a)(vi) above or of applicable law, or for the failure to sell or offer for sale the Collateral, for any reason whatsoever. The Borrower waives any claims (other than those attributable to acts or omissions amounting to gross negligence or willful misconduct) against the Agent, any Person designated by the Agent to take any action, the Lenders, and their respective officers, directors, employees, agents and counsel arising with respect to the price at which the Collateral, or any addition theretopart thereof, at public may have been sold or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as Lender deems advisable, including without limitation the right to sell or lease in conjunction with other property, real or personal, and allocate the sale proceeds or leases among the items of property sold without the necessity by reason of the Collateral being present at any fact that such saleprice was less than the aggregate of all the Obligations, or in view of prospective purchasers thereof. Lender shall give Borrower timely notice by hand delivery to Borrower or by United States mail, postage prepaid (in which event notice shall be deemed to PROVIDED that all such sales have been given when so deposited effected in a commercially reasonable manner. (c) The Agent shall collect the mail), at the address specified herein, of the time and place of cash proceeds received from any public or private sale or other disposition or from any other source contemplated by subsection (a) above and, after deducting all costs and expenses incurred by the Agent, any person designated by the Agent to take any of the actions enumerated in subsection (a) above, and the Lenders (other than in connection with the purchase by any of the Lenders of any item of the Collateral) in connection with such collection and sale (including, without limitation, reasonable counsel fees and expenses), shall apply the same in accordance with the provisions of Section 9.04 below. Noncash proceeds received by the Agent shall be held by it, unless and until instructions are received from the Collateral is perishable, threatens Required Lenders to decline speedily in value, or is the type customarily sold in a recognized marketdistribute those proceeds. Upon any such saledistribution in the order set forth in Section 9.04 below, Lender may become the purchaser Obligations shall be reduced by the fair market value of any such noncash proceeds. (d) If the whole or any part amount of all proceeds received in liquidation of the Collateral soldwhich shall be applied to payment of the Obligations shall be insufficient to pay all the Obligations in full, discharged from the Borrower acknowledges that it shall continue to remain liable for any deficiency, together with any interest thereon and costs of collection thereof (including reasonable counsel fees and legal expenses), in accordance with the terms of this Agreement and the other Loan Documents. The Agent shall account to the Borrower as to all claims and free from applications of the proceeds of the Collateral in reduction of the Obligations. (e) Notwithstanding the foregoing, none of the provisions of this Section 9.03 shall confer on the Agent or any right of redemption. In case the Lenders any rights or privileges not permissible under applicable law; PROVIDED, HOWEVER, that to the extent the Borrower may waive any provisions of applicable law which would or could be in conflict with the terms of this Section 9.03, the Borrower hereby expressly waives the application of any such sale by Lender laws and provisions. (f) In connection with the foregoing provisions of all this Section 9.03, the Borrower from time to time promptly shall execute and deliver, or cause to be executed and delivered, to the Agent such reasonable documents and instruments, and take or cause to be taken other reasonable and lawful action, as the Agent reasonably shall deem necessary or desirable to enable it to exercise any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser rights with respect to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-time, soldgranted to it pursuant to this Section 9.03.

RIGHTS AS TO COLLATERAL. Upon the occurrence of an Event of Default and after any applicable grace period, and at any time thereafter, in addition to other rights and remedies the Lender has under this Agreement, the Lender may: 15.05.1 Notify account debtors at Borrower's expense, that the Collateral has been assigned to Lender and that payments shall be made directly to Lender and upon request of Lender, Borrower will so notify such account debtor that their accounts must be paid to Lender. This right may be exercised by the Lender at i. At any time, even prior to default. Borrower will immediately upon receipt without notice and at the expense of all checksPledgor, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Borrower its nominee or of Pledgor, may, but shall not be obligated to: (i) notify any person obligated on any security instrument or other paper subject to this Pledge Agreement of Lender's rights hereunder; (ii) insure, process and Borrower herebypreserve the Collateral; (iii) hold the Collateral in the name of Pledgor, for consideration paid, irrevocably appoints the Lender its attorney-in-fact for this purpose. 15.05.2 Without notice to Borrower, enter and take possession endorsed or assigned in blank or in favor of all Collateral and the Project on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretionor, may operate upon the occurrence and use Borrower's equipmentduring the continuance of a default, complete work in process and sell inventory without being liable to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license cause the Collateral to third persons be transferred to Lender's name or entities for such purposesto the name of its nominee; and in (iv) exchange any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliver, the whole or any part of the CollateralCollateral for other property upon a reorganization, recapitalization or other readjustment and, in connection therewith, deposit any substitute therefore, of the Collateral with any committee or any addition thereto, at public or private sale, for cash, upon credit, or for future delivery, at such prices and depositary upon such terms as Lender deems advisablemay determine; (v) in its name or in the name of Pledgor demand, including without limitation the right to sell sue xxx, collect or lease receive, any money or property at any time payable or receivable on account of or in conjunction with other property, real exchange or personal, and allocate the sale proceeds or leases among the items of property sold without the necessity conversion for any of the Collateral being present at and, in connection therewith, endorse notes, checks, drafts, money orders, documents of title or other evidence of payment, shipment or storage in the name of Pledgor; and (vi) perform any such saleobligations of Pledgor hereunder. ii. Pledgor authorizes Lender, without notice or demand and without affecting Pledgor's liability hereunder or on the Indebtedness, or in view any part thereof, from time to time to: (i) take, hold and/or release security, other than the Collateral herein described, for the payment of prospective purchasers the Indebtedness or any part thereof; and (ii) release, add or substitute any endorser, surety, guarantor or other obligor for the Indebtedness or any part thereof. iii. Lender shall give Borrower timely notice by hand delivery be under no duty to Borrower exercise or by United States mail, postage prepaid (in which event notice shall be deemed to have been given when so deposited in withhold the mail), at the address specified herein, exercise of any of the time rights, powers, privileges and place of options expressly or implicitly granted to Lender in this Pledge Agreement, and shall not be responsible for any public failure to do so or private sale or other disposition unless the Collateral is perishable, threatens to decline speedily delay in value, or is the type customarily sold in a recognized market. Upon such sale, Lender may become the purchaser of the whole or any part of the Collateral sold, discharged from all claims and free from any right of redemption. In case of any such sale by Lender of all or any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-time, solddoing.

RIGHTS AS TO COLLATERAL. Upon the occurrence of an Event of Default and after any applicable grace period, and at any time thereafter, in addition to other rights and remedies the Lender has under this Agreement, the Lender may: 15.05.1 Notify account debtors at Borrower's ’s expense, that the Collateral has been assigned to Lender and that payments shall be made directly to Lender and upon request of Lender, Borrower will so notify such account debtor that their accounts must be paid to Lender. This right may be exercised by the Lender at any time, even prior to default. Borrower will immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Borrower and Borrower hereby, for consideration paid, irrevocably appoints the Lender its attorney-in-fact for this purpose. 15.05.2 Without notice to Borrower, enter and take possession of all Collateral and the Project on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretion, may operate and use Borrower's ’s equipment, complete work in process and sell inventory without being liable to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license the Collateral to third persons or entities for such purposes; and in any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliver, the whole or any part of the Collateral, or any substitute therefore, or any addition thereto, at public or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as Lender deems advisable, including without limitation the right to sell or lease in conjunction with other property, real or personal, and allocate the sale proceeds or leases among the items of property sold without the necessity of the Collateral being present at any such sale, or in view of prospective purchasers thereof. Lender shall give Borrower timely notice by hand delivery to Borrower or by United States mail, postage prepaid (in which event notice shall be deemed to have been given when so deposited in the mail), at the address specified herein, of the time and place of any public or private sale or other disposition unless the Collateral is perishable, threatens to decline speedily in value, or is the type customarily sold in a recognized market. Upon such sale, Lender may become the purchaser of the whole or any part of the Collateral sold, discharged from all claims and free from any right of redemption. In case of any such sale by Lender of all or any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-time, sold.

RIGHTS AS TO COLLATERAL. Upon the occurrence of an Event of Default and after any applicable grace period, and at any time thereafter, in addition to other rights and remedies the Lender has under this Agreement, the Lender may: 15.05.1 13.04.1 Notify account debtors at Borrower's expense, that the Collateral has been assigned to Lender and that payments shall be made directly to Lender and upon request of Lender, Borrower will so notify such account debtor that their accounts must be paid to Lender. This right may be exercised by the Lender at any time, even prior to default. Borrower will immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Lender. Lender shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Borrower and Borrower hereby, for consideration paid, irrevocably appoints the Lender its attorney-in-fact attorney‑in‑fact for this purpose. 15.05.2 13.04.2 Without notice to Borrower, enter and take possession of all Collateral and the Project Mortgaged Premises on which they are now or hereafter located, including without limitation, breaking the close and changing and replacing locks as may be required without the same being considered as a trespass, as Borrower hereby expressly provides authority for the same. The Lender, at its sole discretion, may operate and use Borrower's equipment, complete work in process and sell inventory without being liable to the Borrower on account of any losses, damage or depreciation that may occur as a result thereof so long as Lender shall act reasonably and in good faith and may lease or license the Collateral to third persons or entities for such purposes; and in any event, Lender may at its option and without notice to Borrower, except as specifically herein provided, sell, lease, assign and deliver, the whole or any part of the Collateral, or any substitute therefore, or any addition thereto, at public or private sale, for cash, upon credit, or for future delivery, at such prices and upon such terms as Lender deems advisable, including without limitation the right to sell or lease in conjunction with other property, real or personal, and allocate the sale proceeds or leases among the items of property sold without the necessity of the Collateral being present at any such sale, or in view of prospective purchasers thereof. Lender shall give Borrower timely notice by hand delivery to Borrower or by United States mail, postage prepaid (in which event notice shall be deemed to have been given when so deposited in the mail), at the address specified herein, of the time and place of any public or private sale or other disposition unless the Collateral is perishable, threatens to decline speedily in value, or is the type customarily sold in a recognized market. Upon such sale, Lender may become the purchaser of the whole or any part of the Collateral sold, discharged from all claims and free from any right of redemption. In case of any such sale by Lender of all or any of said Collateral on credit, or for future delivery, such property so sold may be retained by Lender until the selling price is paid by the purchaser. The Lender shall incur no liability in case of the failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, the said Collateral may be again, from time-to-timetime‑to‑time, sold.