Common use of After Event of Default Clause in Contracts

After Event of Default. 8.1 Upon the occurrence of any Event of Default, and during the continuance thereof, Agent shall have all of the rights and remedies of a secured party upon default under the UCC, in addition to which Agent may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral (including, without limitation, the liquidation of debt instruments or securities and the exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured, and whether or not any penalties or other charges are imposed on account of such action) for application towards (but not necessarily in complete satisfaction of) the Obligations. Grantor shall remain liable to Agent for any deficiency remaining following such application. 8.2 Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market (in which event Agent shall give Grantor such notice as may be practicable under the circumstances), Agent shall give Grantor at least the greater of the minimum notice required by law or ten (10) days’ prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. 8.3 Grantor acknowledges that any exercise by Agent of Agent’s rights upon an uncured Event of Default will be subject to compliance by Agent with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority including, without limitation, any of the foregoing which may restrict the sale or disposition of securities. Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. 8.4 The proceeds of any collection or of any sale or disposition of the Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as Agent determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding. Grantor shall remain liable to Agent and Lenders for any deficiency remaining following such application. 8.5 If at any time when Agent shall determine to exercise its right to sell all or any part of the Collateral pursuant to this Section, and if such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as from time to time in effect (the “Securities Act”) or the securities laws of any state, Agent in its sole and absolute discretion, is hereby expressly authorized to sell such Collateral or such part thereof by arm’s-length private sale in such manner and under such circumstances as Agent may reasonably determine in order that such sale may legally be effected without such registration. Agent may sell all or any part of the Collateral at any price which is commercially reasonable under the circumstances, in its reasonable discretion. Grantor acknowledges that Agent may resort to one or more private sales to a single purchaser or a restricted group of purchasers who may be obligated to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor agrees that private sales may be at prices and other terms less favorable to Grantor than if such Collateral were sold at a public sale and that Agent shall have no obligation to delay the sale of any such portion of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or qualify such Collateral, even if such issuer would, or should, proceed to register or qualify such Collateral for public sale. Grantor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. 8.6 Except for its gross negligence or willful misconduct, Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any arm’s-length private sale pursuant to this Agreement. Grantor hereby waives any claims against Agent arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the secured Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree. 8.7 In connection with the exercise by Agent of any of its rights and remedies under this Agreement, Grantor waives any rights that it may have under the Entity Governance Documents or otherwise, including without limitation, rights of first refusal, and hereby consents to the assignment of the Collateral (including any economic interest therein and all voting rights and respect thereof) to any other person.

After Event of Default. 8.1 Upon the occurrence of any Event of Default, and during the continuance thereofat any time thereafter (unless Administrative Agent has waived such Event of Default by written instrument signed by a duly authorized officer of Administrative Agent), Administrative Agent on behalf of Lenders shall have all of the rights and remedies of (i) a shareholder in each of the Subject Companies and/or (ii) a secured party upon default under the UCCUniform Commercial Code as adopted in the State of North Carolina, in addition to which Administrative Agent on behalf of Lenders may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral (including, without limitation, the liquidation of debt instruments or securities and the exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured, and whether or not any penalties or other charges are imposed on account of such action) for application towards (but not necessarily in complete satisfaction of) the Obligations. Grantor Pledgor shall remain liable to Administrative Agent and Lenders for any deficiency remaining following such application. 8.2 Unless the Collateral is perishable, threatens to decline speedily in value value, or is of a type customarily sold on a recognized market (in which event Administrative Agent shall give Grantor Pledgor such notice as may be practicable under the circumstances), Administrative Agent shall give Grantor Pledgor at least the greater of the minimum notice required by law law, or ten (10) days’ prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. 8.3 Grantor Pledgor acknowledges that any exercise by Administrative Agent of Administrative Agent’s and Lenders’ rights upon an uncured Event of Default default will be subject to compliance by Administrative Agent with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority including, without limitation, any of the foregoing which may restrict the sale or disposition of securities. Administrative Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of Administrative Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. 8.4 The proceeds of any collection or of any sale or disposition of the Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as Administrative Agent on behalf of Lenders determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding. Grantor Pledgor shall remain liable to Administrative Agent and Lenders for any deficiency remaining following such application. 8.5 If at any time when Agent shall determine to exercise its right to sell all or any part of the Collateral pursuant to this Section, and if such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as from time to time in effect (the “Securities Act”) or the securities laws of any state, Agent in its sole and absolute discretion, is hereby expressly authorized to sell such Collateral or such part thereof by arm’s-length private sale in such manner and under such circumstances as Agent may reasonably determine in order that such sale may legally be effected without such registration. Agent may sell all or any part of the Collateral at any price which is commercially reasonable under the circumstances, in its reasonable discretion. Grantor acknowledges that Agent may resort to one or more private sales to a single purchaser or a restricted group of purchasers who may be obligated to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor agrees that private sales may be at prices and other terms less favorable to Grantor than if such Collateral were sold at a public sale and that Agent shall have no obligation to delay the sale of any such portion of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or qualify such Collateral, even if such issuer would, or should, proceed to register or qualify such Collateral for public sale. Grantor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. 8.6 Except for its gross negligence or willful misconduct, Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any arm’s-length private sale pursuant to this Agreement. Grantor hereby waives any claims against Agent arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the secured Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree. 8.7 In connection with the exercise by Agent of any of its rights and remedies under this Agreement, Grantor waives any rights that it may have under the Entity Governance Documents or otherwise, including without limitation, rights of first refusal, and hereby consents to the assignment of the Collateral (including any economic interest therein and all voting rights and respect thereof) to any other person.

After Event of Default. 8.1 Upon the occurrence and during the continuance of any Event of Default, and during at any time thereafter (unless (x) Administrative Agent on behalf of Lenders has waived such Event of Default by written instrument signed by a duly authorized officer of Administrative Agent or (y) such Event of Default has been cured as set forth in Section 7.2 hereof and in Section 9.2 of the continuance thereofTerm Loan Agreement), subject to the rights and remedies of the Senior Secured Parties, Administrative Agent on behalf of Lenders shall have all of the rights and remedies of a secured party upon default under the UCCUniform Commercial Code as adopted in the Commonwealth of Massachusetts, in addition to which Administrative Agent on behalf of Lenders may sell or otherwise dispose of the Collateral or any portion thereof and/or enforce and collect the Collateral or any portion thereof (including, without limitation, the liquidation of debt instruments or securities and the exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured, and whether or not any penalties or other charges are imposed on account of such action) for application towards (but not necessarily in complete satisfaction of) the Obligations. Grantor Subject to the rights and remedies of the Senior Secured Parties, the proceeds of any such collection or of any such sale or other disposition of the Collateral, or any portion thereof shall be applied as provided in Section 3.3 of the Term Loan Agreement. Pledgor shall remain liable to Administrative Agent and Lenders for any deficiency remaining following such application. Any surplus remaining after payment in full of all Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. 8.2 Unless the Collateral is perishable, threatens to decline speedily in value value, or is of a type customarily sold on a recognized market (in which event Administrative Agent shall give Grantor Pledgor such notice as may be practicable under the circumstances), Administrative Agent shall give Grantor Pledgor at least the greater of the minimum notice required by law or ten (10) days’ prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. 8.3 Grantor Pledgor acknowledges that any exercise by Administrative Agent on behalf of AgentLenders of Lender’s rights upon an uncured Event of Default will be subject to compliance by Administrative Agent on behalf of Lenders with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority including, without limitation, any of the foregoing which may restrict the sale or disposition of securities. Administrative Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation limitation, a requirement that the persons Persons making such purchases represent and agree to the satisfaction of Administrative Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. 8.4 The proceeds of any collection or of any sale or disposition of the Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as Agent determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding. Grantor shall remain liable to Agent and Lenders for any deficiency remaining following such application. 8.5 If at any time when Agent shall determine to exercise its right to sell all or any part of the Collateral pursuant to this Section, and if such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as from time to time in effect (the “Securities Act”) or the securities laws of any state, Agent in its sole and absolute discretion, is hereby expressly authorized to sell such Collateral or such part thereof by arm’s-length private sale in such manner and under such circumstances as Agent may reasonably determine in order that such sale may legally be effected without such registration. Agent may sell all or any part of the Collateral at any price which is commercially reasonable under the circumstances, in its reasonable discretion. Grantor acknowledges that Agent may resort to one or more private sales to a single purchaser or a restricted group of purchasers who may be obligated to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor agrees that private sales may be at prices and other terms less favorable to Grantor than if such Collateral were sold at a public sale and that Agent shall have no obligation to delay the sale of any such portion of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or qualify such Collateral, even if such issuer would, or should, proceed to register or qualify such Collateral for public sale. Grantor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. 8.6 Except for its gross negligence or willful misconduct, Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any arm’s-length private sale pursuant to this Agreement. Grantor hereby waives any claims against Agent arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the secured Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree. 8.7 In connection with the exercise by Agent of any of its rights and remedies under this Agreement, Grantor waives any rights that it may have under the Entity Governance Documents or otherwise, including without limitation, rights of first refusal, and hereby consents to the assignment of the Collateral (including any economic interest therein and all voting rights and respect thereof) to any other person.

After Event of Default. 8.1 Upon the occurrence of a. While any Event of DefaultDefault exists (unless the Administrative Agent has waived such Event of Default by written instrument signed by a duly authorized officer of the Administrative Agent), and during the continuance thereof, Administrative Agent shall have all of the rights and remedies of a secured party upon default under the UCCUniform Commercial Code as adopted in the State of Illinois, in addition to which the Administrative Agent may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral (including, without limitation, the liquidation of debt instruments or securities and the exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured, and whether or not any penalties or other charges are imposed on account of such action) for application towards (but not necessarily in complete satisfaction of) the Obligations. Grantor The Pledgor shall remain liable hereunder to the Administrative Agent and the Lenders for any deficiency remaining following such application. 8.2 b. Unless the Collateral is perishable, threatens to decline speedily in value value, or is of a type customarily sold on a recognized market (in which event the Administrative Agent shall give Grantor the Pledgor such notice as may be practicable under the circumstances), the Administrative Agent shall give Grantor the Pledgor at least the greater of the minimum notice required by law law, or ten (10) days’ , prior written notice of the date, time and place of any public sale thereof, or of the time after which any private sale or any other intended disposition is to be made. 8.3 Grantor c. The Pledgor acknowledges that any exercise by the Administrative Agent of the Administrative Agent’s rights upon an uncured Event of Default default will be subject to compliance by the Administrative Agent with the applicable statutes, regulations, ordinances, directives and orders of any federal, state, municipal or other governmental authority including, without limitation, any of the foregoing which may restrict the sale or disposition of securities. The Administrative Agent in its sole discretion at any such sale or in connection with any such disposition may restrict the prospective bidders or purchasers as to their number, nature of business, investment intention, or otherwise, including, without limitation a requirement that the persons making such purchases represent and agree to the satisfaction of the Administrative Agent that they are purchasing the Collateral, or some portion thereof, for their own account, for investment and not with a view towards the distribution or a sale thereof, or that they otherwise fall within some lawful exemption from registration under applicable laws. 8.4 d. The proceeds of any collection or of any sale or disposition of the Collateral, or any portion thereof, held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as the Administrative Agent determines in its sole discretion, any statute, custom or usage to the contrary notwithstanding. Grantor shall remain liable to Agent and Lenders for any deficiency remaining following such application. 8.5 If at e. While any time when Event of Default exists (unless the Administrative Agent has waived such Event of Default by written instrument signed by a duly authorized officer of the Administrative Agent), the Pledgor acknowledges and agrees that the Pledgor shall determine to exercise its no longer have any right to sell all or undertake any part of action in accordance with the Collateral pursuant to this Section, Organizational Documents and if such Collateral or further acknowledges and agrees that the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as from time to time in effect (the “Securities Act”) or the securities laws of any state, Agent in its sole and absolute discretion, is hereby expressly authorized to sell such Collateral or such part thereof by arm’s-length private sale in such manner and under such circumstances as Administrative Agent may reasonably determine undertake any action in order that such sale may legally be effected without such registration. Agent may sell all or any part of the Collateral at any price which is commercially reasonable under the circumstances, in its reasonable discretion. Grantor acknowledges that Agent may resort to one or more private sales to a single purchaser or a restricted group of purchasers who may be obligated to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor agrees that private sales may be at prices and other terms less favorable to Grantor than if such Collateral were sold at a public sale and that Agent shall have no obligation to delay the sale of any such portion of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or qualify such Collateral, even if such issuer would, or should, proceed to register or qualify such Collateral for public sale. Grantor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a “commercially reasonable” manner. 8.6 Except for its gross negligence or willful misconduct, Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any arm’s-length private sale pursuant to this Agreement. Grantor hereby waives any claims against Agent arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the secured Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree. 8.7 In connection accordance with the exercise by Agent of any of its rights terms and remedies under this Agreement, Grantor waives any rights that it may have under provisions set forth in the Entity Governance Documents or otherwise, including without limitation, rights of first refusal, and hereby consents to the assignment of the Collateral (including any economic interest therein and all voting rights and respect thereof) to any other personOrganizational Documents.