Common use of Remedies Upon Occurrence of an Event of Default Clause in Contracts

Remedies Upon Occurrence of an Event of Default. If an Event of Default shall have occurred and be continuing: (a) The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it (whether under the Note, the other Loan Documents, at law or in equity), all of the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), and also may: (i) enter upon any premises on which the Collateral may be situated and remove the same therefrom or require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Secured Party, forthwith assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party; and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. The Grantor agrees that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party 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. (b) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied as follows: (i) First, to the payment of the reasonable costs and expenses, including, without limitation, reasonable attorney’s fees and legal expenses, incurred by the Secured Party in connection with: (A) the administration of this Agreement; (B) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (C) the exercise or enforcement of any of the rights of the Secured Party hereunder; or (D) the failure of the Grantor to perform or observe any of the provisions hereof; (ii) Second, ratably to the payment of the Obligations as follows: first in respect of any fees not covered by clause (i) above; second, in respect of accrued but unpaid interest under the Note and the Note; and third, in respect of unpaid principal under the Note and the Note; (iii) Third, to the payment of any other amounts required to be paid in connection with the liquidation of the Collateral and by applicable law; and (iv) Fourth, the surplus proceeds, if any, to the Grantor or to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Secured Party is legally entitled, the Grantor shall be liable for the deficiency, together with interest thereon at the rate of interest as set forth in the Note (including the default rate of interest if applicable) or such other interest rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency.

Remedies Upon Occurrence of an Event of Default. If an Event of Default shall have occurred and be continuing: (a) The Secured Party may exercise in respect At the option of the CollateralSeller, if the Issuer is the defaulting party (it being understood that the Issuer shall be deemed to be the defaulting party only upon the occurrence of an Event of Default specified in addition Section 2.5(a), (b), (d) or (e) with respect to other rights and remedies provided for herein the Issuer), or otherwise available to it (whether under if the NoteSeller is the defaulting party, the other Loan Documents, Administrative Agent (at law or in equitythe direction of both Agents), all of the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral), and also may: (i) enter upon any premises on which the Collateral may be situated and remove the same therefrom or require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Secured Party, forthwith assemble all or part of the Collateral as directed exercised by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party; and (ii) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. The Grantor agrees that, to the extent notice of sale shall be required by law, ten (10) days’ written notice to the Grantor other party, as the case may be (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of the time and place an Act of any public sale Insolvency or the time occurrence of an Insurance Agreement Event of Default which the Security Insurer specifies in writing shall have such effect), the Repurchase Date for each Transaction hereunder shall be deemed immediately to occur or, if a Recapitalization has occurred, the Amortization Date shall be deemed immediately to occur and, in either case, if the Seller is the defaulting party, all outstanding Advances shall be and become immediately due and payable hereunder without notice or any further action; provided, that from and after a Recapitalization, the Seller shall have no liability to repay the Advances, which any private sale is to shall be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale payable solely 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 adjournedCollateral. (b) Any cash held by If the Secured Party as Collateral defaulting party is the Seller and all cash proceeds received by if the Secured Party Issuer or the Administrative Agent exercises or is deemed to have exercised the option referred to in respect paragraph (a) of any sale ofthis Section, collection from, or other realization upon, all or any part of the Collateral shall be applied as follows: (i) Firstprior to a Recapitalization, the Seller's obligations hereunder to the payment of the reasonable costs repurchase all Receivables shall thereupon become immediately due and expensespayable, including, without limitation, reasonable attorney’s fees and legal expenses, incurred by the Secured Party in connection with: (A) the administration of this Agreement; (B) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (C) the exercise or enforcement of any of the rights of the Secured Party hereunder; or (D) the failure of the Grantor to perform or observe any of the provisions hereof; (ii) Second, ratably the Seller shall immediately deliver to the payment of Issuer any Receivables subject to such Transactions then in the Obligations as follows: first in respect of any fees not covered by clause (i) above; second, in respect of accrued but unpaid interest under the Note and the Note; and third, in respect of unpaid principal under the Note and the Note; (iii) Third, to the payment of any other amounts required to be paid in connection with the liquidation of the Collateral and by applicable law; and (iv) Fourth, the surplus proceeds, if any, to the Grantor Seller's custody or to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall directpossession. (c) In Prior to a Recapitalization, if the event that defaulting party is the proceeds Issuer, the Seller may, against transfer to the Seller of the Receivables, tender payment of the aggregate Repurchase Price for all of the Receivables, whereupon the Issuer's right, title and interest in all of the Receivables shall be deemed transferred to the Seller. (d) If the defaulting party is the Seller or if an Event of Default specified in Section 2.5(o) shall occur, after one Business Day's notice to the Seller (which notice need not be given if an Act of Insolvency shall have occurred and which may be the notice given under subparagraph (a) of this Section), the Controlling Party, as agent of the Issuer, may exercise any such saleor all of the remedies provided for in Sections 5.2 and 6.1 of the Security Agreement. (e) For purposes of this Section 2.6, collection or realization are insufficient to pay all amounts to the Repurchase Price for each Transaction hereunder in respect of which the Secured Party defaulting party is legally entitled, the Grantor Issuer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the Seller of its option under paragraph (a) of this Section. (f) The defaulting party shall be liable to the nondefaulting party for the deficiencyamount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a consequence of an Event of Default, together with interest thereon at a rate equal to the rate Reference Rate. (g) Each of interest as set forth in the Note (including the default rate of interest if applicable) or such other interest rate as shall be fixed by applicable law, together with the costs of collection Issuer and the reasonable fees Seller agree to provide the Rating Agencies with written notice of any attorneys employed by the Secured Party to collect such deficiencyEvent of Default of which they have actual acknowledge.