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

Remedies Upon the Occurrence of an Event of Default. (a) (i) If at any time an Event of Default shall have occurred and be continuing, the Collateral Agent shall, if directed in writing by the Lender, without demand of performance or other demand, advertisement or notice of any kind (except for any notice of the time and place of public or private sale required by law) to or upon the Borrower or any other Person (all of which demands, advertisements and/or notices are hereby expressly waived), and in its own name or in the name of the Lender, forthwith demand, collect, receive, sue for, appropriate and realize upon the Collateral, or any ▇▇▇t thereof, and/or may forthwith sell, assign, grant an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any location or locations at the option of the Collateral Agent acting upon any instructions received from the Lender, all upon such terms and conditions and at such prices as the Lender may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Collateral Agent or the Lender upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right of redemption in the Borrower, which right is hereby expressly waived and released. At the instruction of the Lender, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned.

Remedies Upon the Occurrence of an Event of Default. (a) (i) If at any time an Event of Default shall have occurred and be continuing, the Collateral Agent shall, if directed in writing by the Lendermay, without demand of performance or other demand, advertisement or notice of any kind (except for any notice of the time and place of public or private sale required by law) to or upon the Borrower or any other Person (all of which demands, advertisements and/or notices are hereby expressly waived), and in its own name or in the name of the LenderBorrower, forthwith demand, collect, receive, sue ▇▇▇ for, appropriate and realize upon the Collateral, or any ▇▇▇t part thereof, and/or may forthwith sell, assign, grant an option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any location or locations at the option of the Collateral Agent acting upon any instructions received from the LenderLenders in respect of a majority in aggregate principal amount of Advances outstanding, all upon such terms and conditions and at such prices as the Lender such Lenders may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk, with the right of the Collateral Agent or the Lender any Secured Party upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right of redemption in the Borrower, which right is hereby expressly waived and released. At the instruction of the LenderLenders in respect of a majority in aggregate principal amount of Advances outstanding, the Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. (ii) If at any time an Event of Default shall have occurred and be continuing and the Lenders in respect of a majority in aggregate principal amount of Advances outstanding give written direction to the Collateral Agent as to the disposition of the Collateral or as to the exercise of remedies against the Collateral, the Collateral Agent hereby agrees to follow such direction; provided, however, no provision of this Agreement shall require the Collateral Agent to take any action which it or its counsel deems to be unlawful nor shall the Collateral Agent be obligated to expend or risk its own funds or otherwise incur any financial liability in the performance of any rights, powers or duties hereunder, if the Collateral Agent shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured. Until all Advances have been repaid and satisfied in full, the Collateral Agent shall be obligated, subject to the foregoing proviso, to take direction only from the Lenders in respect of a majority in aggregate principal amount of Advances outstanding as to, upon the occurrence and during the continuance of an Event of Default, the disposition of the Collateral, or the exercise of remedies against or in connection with the Collateral. (iii) Notwithstanding the above provisions of this Section 4(a), the Collateral Agent may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default as described in paragraphs (a) and (b) of Section 13.1 of the Credit Agreement, unless (A) the Collateral Agent shall have received written evidence reasonably satisfactory to the Collateral Agent that the Lenders in respect of 100% in aggregate principal amount of the Advances outstanding consent thereto, (B) the proceeds of such sale or liquidation distributable to the Lenders, as determined by the Lenders, are sufficient to discharge in full the principal of and the accrued interest on and fees in respect of the Advances at the date of such sale or liquidation; written evidence of such determination to be provided by the Lenders to the Collateral Agent or (C) the Lenders determine that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on and fees in respect of the Advances as and when they would have become due if the Advances had not been declared due and payable and the Lenders provide written notice to the Collateral Agent to such effect. (b) If any notification of a proposed disposition of the Collateral is required by law, such notification shall be deemed reasonably and properly given if made in any manner provided in Section 10 hereof at least ten days before such disposition.