Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13Banks, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13Banks, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.139.12, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon The Collateral Agent shall have the happening right at any time, upon the occurrence and during the continuance of an Event of Default specified in Subsections 7.01 (f) or (g)and upon written notice to such Grantor of its intention to do so, to notify the obligations Obligors under any Assigned Agreements, Receivables and Related Contracts of the Banks assignment of such Assigned Agreements, Receivables and Related Contracts to the LC Issuer Collateral Agent and to direct such Obligors to make Credit Extensions hereunder shall automatically terminate payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and all Obligations then outstanding hereunder and at the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part expense of the Administrative Agentsuch Grantor, any Bank or the LC Issuer. Upon the happening and during the continuation to enforce collection of any other Event of Defaultsuch Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the Administrative Agent mayamount or payment thereof, or upon in the request of same manner and to the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or bothsame extent as such Grantor might have done, and upon such declaration to otherwise exercise all rights with respect to the Obligations they shall become immediately due such Assigned Agreements, Receivables and payable. In either caseRelated Contracts, the entire principal and interest shall thereupon become immediately due and payableincluding, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral Agent referred to in the proviso to the preceding sentence, (i) all amounts and proceeds (including, without limitation, notice instruments) received by such Grantor in respect of intent to accelerate maturity or notice the Assigned Agreements, Receivables and Related Contracts of acceleration such Grantor shall be received in trust for the benefit of maturity) the Collateral Agent hereunder, shall be segregated from other funds of such Grantor and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided shall be forthwith paid over to the contrary elsewhere herein, all of which are hereby expressly waived Collateral Agent in the same form as so received (with any necessary endorsement) to be held by the Borrower. If, within thirty Collateral Agent as additional collateral security hereunder and either (30A) days after acceleration released to such Grantor so long as no Event of the maturity of the Obligations Default shall have occurred and be continuing or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of (B) if any Event of Default shall have occurred and be continuing, applied as provided in Section 20(c) at the direction of the Required Lenders and (other than any Event of Default specified in subsections 7.01(fii) such Grantor will not adjust, settle or (g)) and before any judgement compromise the amount or decree for the payment of the Obligations any Receivable or amount due shall have been obtained on any Assigned Agreement or enteredRelated Contract, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans release wholly or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCspartly any Obligor thereof, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationor allow any credit or discount thereon.

Rights Upon Default. (a) Upon the happening occurrence of an any Event of Default specified in Subsections 7.01 Sections 7.1 (fe) or (gf), immediately and without notice, (i) all Obligations shall become due and payable, without presentment, demand, protest, notice of protest or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity or other notice of any kind, all of which are expressly waived by the obligations of Borrowers, (ii) the Banks Facility Amounts shall immediately terminate unless and until the Lenders, the Issuing Bank and the LC Issuer Administrative Agent shall reinstate the same in writing and (iii) the Borrowers shall be required to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and Cash Collateralize the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. L/C Exposure in accordance with Section 2.28. (b) Upon the happening and during the continuation occurrence of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13Majority Lenders, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereundershall, or (i) declare the all Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. IfBorrowers, within thirty (30ii) days after acceleration of declare the maturity of Facility Amounts terminated, whereupon the Obligations or termination of Facility Amounts shall immediately terminate unless and until the obligations of Lenders, the Banks Issuing Bank and LC Issuer the Administrative Agent shall reinstate the same in writing and (iii) require that the Borrowers Cash Collateralize the L/C Exposure in accordance with Section 2.28. (c) In addition to make Credit Extensions hereunder as the result foregoing, upon the occurrence of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCsDefault, the Administrative Agent shallAgent, with the consent of the Majority Lenders, in accordance with the provisions of this Agreement may exercise any or all of its rights and remedies provided by notice law or pursuant to the Borrower, rescind and annul such acceleration and/or terminationLoan Documents.

Rights Upon Default. Upon the happening occurrence of an Event of Default specified Default, (a) the principal of and accrued interest in Subsections 7.01 (f) or (g), the obligations respect of the Banks and the LC Issuer to make Credit Extensions hereunder this Note shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the BorrowerMaker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. If, within thirty (30) days after In case of an Event of Default and the acceleration of the maturity Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the Obligations holder hereof in exercising any right shall operate as a waiver or termination otherwise prejudge the rights of the obligations holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to the provisions of the Banks Uniform Commercial Code or other applicable law, the Company may cause all or any of the Pledged Securities (as hereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, the Company shall have the right at any time or times thereafter to sell, resell, assign and LC Issuer deliver all or any of the Pledged Securities in one or more parcels at any exchange or broker's board or at public or private sale. Unless the Pledged Securities threaten to make Credit Extensions decline speedily in value or are of a type customarily sold on a recognized market, the Company will give the Maker at least ten (10) days prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the result Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any Event governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of Default (any such sale or sales, together with any other than any Event additional collateral security at the time received and held hereunder, shall be received and applied: first, to the payment all costs and expenses of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for such sale, including reasonable attorneys' fees; second, to the payment of the Obligations due amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT") but may be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and not with a view to the distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been obtained or entered, made under the Required Banks (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationforegoing circumstances.

Rights Upon Default. Upon If the happening of an Event Events of Default specified in Subsections 7.01 (fSections 6(d) or (g)and 6(e) shall occur, the Banks' obligations of the Banks to make Loans hereunder shall immediately terminate and any Loan (with accrued interest thereon) and other amounts owing under this Agreement and the LC Issuer to make Credit Extensions hereunder Master Notes shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically immediately become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuerpayable. Upon the happening and during the continuation of If any other Event of DefaultDefault shall occur, the Administrative Agent mayBanks may (i) by notice of default to Borrower, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations Banks' obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to Borrower, declare any Loan and all amounts owing hereunder and under the Master Notes to be immediately due and payablepayable forthwith, or both, and upon such declaration with respect to whereupon the Obligations they same shall become immediately due and payable. In either caseExcept as expressly provided above in this Section, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, protest and further notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which kind are hereby expressly waived by waived. Notwithstanding the Borrower. Ifforegoing, within thirty (30the Banks' obligations to maintain the confidentiality of any nonpublic financial information of Borrower provided to Banks pursuant to Section 4(a) days after acceleration of this Agreement shall survive the maturity of the Obligations or termination of its other obligations hereunder. In the obligations event of the Banks and LC Issuer to make Credit Extensions hereunder as the result any occurrence of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) Default, Borrower shall pay all costs and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required expenses which may be incurred by Banks (in their sole discretion) shall direct with respect thereto and with respect to the Obligations relating collection of any amounts due Banks pursuant hereto or the enforcement of any provisions hereof, including reasonable attorneys' fees and expenses of litigation, and all such sums shall be and become part of the indebtedness pursuant to this Agreement. In addition to and not in lieu of any other right or remedy they may have at any time, Banks at any time and from time to time at their election, may (but they shall not be required to) do or perform or comply with or cause to be done or performed or complied with anything which Borrower may be required to do or comply with under this Agreement if Borrower shall fail to do so; Borrower shall reimburse Banks upon demand for any reasonable cost or expense Banks may pay or incur in such respect, together with interest thereon at the Prime Rate plus two percent (2%) from the date of such demand until paid. The failure of Banks at any time or from time to time to exercise any right or remedy, whether arising from or by virtue of any event of default or otherwise, shall not constitute a waiver of any such right or remedy and shall not impair the right of Banks to exercise such right or remedy or any other right or remedy thereafter or to insist upon strict performance. No waiver of any right or remedy by Banks shall be valid or effective unless made in writing and signed by an officer of each Bank. Any effective waiver of any right or remedy shall not be deemed to constitute a waiver of any other right or remedy then existing or which may thereafter arise or accrue. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Upon the occurrence of any Event of Default, and pursuant to the Loans or provisions of this Section, Banks may sue to enforce the LC Issuer (in its sole discretion) shall direct with respect obligations of Borrower pursuant to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or terminationthis Agreemexx.

Rights Upon Default. Upon In addition to Pledgee's rights referenced in Paragraph 2(b) above, in the happening event of an Event of Default specified in Subsections 7.01 (f) or (g)an Acceleration of Payment under the Notes, then or at any time thereafter, while such condition shall continue, the obligations of the Banks and the LC Issuer Pledgee may declare all outstanding Obligations to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately be due and payable without regardless of their terms, and the Pledgee shall have, in addition to any election other rights and remedies contained in this Agreement and in the Notes, any other agreements, guarantees, notes, instruments and documents heretofore, now, or action on at any time or times hereafter executed by the part Pledgor and delivered to the Pledgee, all of the Administrative Agent, any Bank or the LC Issuer. Upon the happening rights and during the continuation remedies of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (a secured party under law including, without limitation, notice all the rights and remedies of intent to accelerate maturity or notice a secured party under the Uniform Commercial Code in force in the State of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere hereinNew York, all of which are hereby expressly waived rights and remedies shall be cumulative, and none exclusive, to the extent permitted by the Borrowerlaw. If22: 5. Transfer of Shares in Event of Default or Acceleration of Payment. 23: (a) Without limiting any other rights of Pledgee, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of upon any Event of Default or Acceleration of Payment under the Notes, either Pledgee may provide written notice to the Escrow Agent that an event of default (other than any Event a "Default Event") has occurred, the nature of the Default specified Event, and directing the Escrow Agent to distribute the Shares to the Pledgee ("Default Notice"). Promptly upon receipt by the Escrow Agent of the Default Notice from the Pledgee, the Escrow Agent shall send to Pledgor a copy of the Default Notice. If the Escrow Agent does not receive a written Notice of Objection (as defined in subsections 7.01(fParagraph 8(a) hereof) from Pledgor disputing and objecting to the Default Notice within ten (10) days after the Escrow Agent forwards the Default Notice to the Pledgor, then the Escrow Agent shall distribute the Witcosky Shares to Witcosky and the Trust Shares to the Trust. If the Escrow Agent receives a Notice of Objection within such ten (10) day period, it shall not distribute the Shares until it shall have received a notice from both the Pledgee and Pledgor ("Resolution Notice") or a final non-appealable order from a court of competent jurisdiction (g)an "Order") directing the Escrow Agent as to the distribution of the Shares. The Escrow Agent may conclusively rely on any Resolution Notice. All actions taken by the Escrow Agent pursuant to an Order shall be conclusively presumed to be taken in good faith. 24: (b) Following receipt of the Shares, Pledgee may sell the Shares or any part thereof in one or more parcels at public or private sale, at such price or prices and before on such other terms as are commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to the Pledgor of the time and place of any judgement public sale or decree for at least twenty (20) days notice to the Pledgor of the time and place of any private sale shall constitute reasonable notification. Pledgee shall not be obligated to make any sale of Shares regardless of notice of sale having been given. Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The proceeds of any collection or sale or disposition of the Shares shall be applied towards the Obligations in the following order: 25: (i) first, to the payment of all reasonable expenses and costs, including legal fees and disbursements, relating to the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct commencement and prosecution of an action with respect to the Obligations relating enforcement of the Notes and the exercise of Pledgee's rights under this Agreement, including, without limitation, all reasonable expenses in connection with such sale or disposition of the Shares and the expenses of the Escrow Agent; 26: (ii) second, to unpaid interest due upon each Note, in proportion to the Loans or the LC Issuer amount of unpaid interest on each Note; 27: (iii) third, to unpaid principal due on each Note, in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice proportion to the Borrower, rescind amount of unpaid principal on each Note; and annul such acceleration and/or termination.28: (iv) any remaining balance shall be paid to Pledgor. 29:

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (fg) or (gh), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks Super-Majority subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f7.01(g) or (gh)) and before any judgement judgment or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks Super-Majority (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening of an Event of Default specified in Subsections 7.01 (f) or (g), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Administrative Agent, any Bank or the LC Issuer. Upon the happening and during the continuation of any other Event of Default, the Administrative Agent may, or upon the request of the Required Banks Super-Majority subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks Super-Majority (in their sole discretion) shall direct with respect to the Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Administrative Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Upon the happening occurrence and continuance of an any Event ------------------- of Default specified Default, the Secured Creditor shall have and may exercise any or all of the following rights (all of which rights shall be cumulative); provided, however, the Secured Creditor shall be under no duty or obligation to do so: (a) to receive all Distributions and any other amounts payable in Subsections 7.01 respect of the Collateral otherwise payable under paragraph 8 below to the Pledgor; (fb) To exercise from time to time any and all rights and remedies of a secured party under the UCC and any and all rights and remedies available to it under any other applicable law. (c) To dispose of the Collateral under the UCC and, in such case, if any notice is required under the UCC, the giving of five (5) days written notice to the Pledgor as set forth in paragraph 11 hereof shall constitute reasonable notice to the Pledgor provided, however, that this Pledge Agreement and this subparagraph (c) shall not, of itself, require the giving of any such written notice. (d) To declare the Liabilities secured hereby, or any of them (gnotwithstanding any provision thereof), the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without demand or notice of any election kind and the same thereupon shall immediately become due and payable without demand or action notice, and from and after the date of default the amount due on the part Liabilities shall from and thereafter bear interest at the Default Rate as defined in the Receivables Loan Agreement. (e) To immediately offset against the Liabilities all other monies due or to become due Pledgor from the Secured Creditor. (f) To exercise any other remedies available to the Secured Creditor under applicable law or any other agreement. (g) All proceeds resulting from the disposition of any of the Administrative AgentCollateral shall be applied without marshalling of assets (i) first to the expenses of retaking and preparing the Collateral for sale including expenses of sale, any Bank or (ii) next to other costs and attorneys' fees incurred by the LC Issuer. Upon Secured Creditor in exercising its rights under this Pledge Agreement, (iii) next to the happening payment of interest and/or principal due on the Liabilities, as the Secured Creditor may determine, and during the continuation of (iv) finally to any other Event of Default, moneys due the Administrative Agent may, or Secured Creditor from Pledgor . (h) To make demand upon the request of the Required Banks subject to Section 9.13, the Administrative Agent shall terminate or suspend the obligations of the Banks and the LC Issuer Company to make Credit Extensions hereunder, or declare directly to the Obligations to be immediately due and payable, or both, and upon such declaration Secured Creditor all payments with respect to the Obligations they shall become immediately due and payableShares such as, for example, dividends, liquidation payments, etc. In either caseFurther, the entire principal and interest Secured Creditor shall thereupon become immediately due and payablehave the right, without notice (includingbut not the duty, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided thereafter exercise all rights with respect to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make Credit Extensions hereunder as the result of any Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree voting privileges for the payment of Shares and upon notice from the Obligations due shall have been obtained or enteredSecured Creditor, the Required Banks (in their sole discretion) Pledgor shall direct no longer exercise any voting rights with respect to the Obligations relating to Shares, or if so directed by the Loans or Secured Creditor, shall vote the LC Issuer (in Shares as directed by the Secured Creditor. The exercise by the Secured Creditor of any of its sole discretion) shall direct rights hereunder with respect to Obligations relating the voting of the Shares shall not constitute in any way an election by the Secured Creditor to Facility LCsbecome owner of the Shares and until such time as the Secured Creditor has so exercised its rights hereunder, the Administrative Agent shall, by notice Pledgor shall be entitled to exercise all voting privileges with respect to the Borrower, rescind and annul such acceleration and/or terminationShares.