Common use of After Default Clause in Contracts

After Default. At any time when a Continuing Default exists, Agent, without in any way waiving such default, may at its option, without notice, and without regard to the adequacy of the security for the Obligations secured hereby and by the Mortgage/Deed of Trust revoke the right and license granted above to Assignor and: (i) Authorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Notes, the Mortgage/Deed of Trust and this Assignment and that a Continuing Default exists thereunder, to pay over to Agent all rents, fees, income and profits arising or accruing under the Leases or from the Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, and occupant shall have the right to rely upon any such statement and request by Agent that lessee, licensee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Assignor to the contrary and that Assignor shall have no right or claim against lessees, licensees or occupants for any such rent so paid by lessees, licensees or occupants to Agent after such notice to the lessee, licensee or occupant by Agent; (ii) Either in person or by agent, with or without bringing any action or proceedings, or by a receiver appointed by a court, take possession of the Property and have, hold, manage, lease, license and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in its own name, demand, xxx for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with full power to make from time to time all improvements, alterations, renovations, repairs and replacements thereto or thereof as may be deemed proper by Agent; and (iii) Apply such rents, fees, income and profits to the payment of: (a) all expenses of managing the Property including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and the principal sum, interest and indebtedness secured hereby and by the Mortgage/Deed of Trust, and all other Obligations together with all reasonable costs and attorneys' fees, in such order of priority as to any of the items mentioned in this clause (iii) as Agent in its sole discretion may determine, any statute, law, custom, or use to the contrary notwithstanding. The exercise by Agent of the option granted it in this Section 5.2 and the collection of the rents, fees, income and profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default or Event of Default under the other Loan Documents, or the Leases, or this Assignment.

After Default. At any time Notwithstanding anything in the Security Agreement or in the Guaranty Agreement to the contrary, all funds (i) received by either Agent from the enforcement of the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when a Continuing an Event of Default exists, Agentexists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any way waiving such default, may at its option, without notice, bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued and without regard unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the adequacy either Agent in its capacity as an Agent hereunder only and then any remaining amount of the security for the Obligations secured hereby and by the Mortgage/Deed of Trust revoke the right and license granted above to Assignor andsuch proceeds shall be distributed: (i) Authorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Notes, the Mortgage/Deed of Trust and this Assignment and that a Continuing Default exists thereunderfirst, to pay an account at the Administrative Agent over to which the Administrative Agent all rents, fees, income and profits arising or accruing under the Leases or from the Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, and occupant shall have the right control in an amount sufficient to rely upon any such statement and request by Agent that lessee, licensee or occupant shall pay such rents fully collateralize all Letter of Credit Exposure in an amount equal to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim 101% of Assignor to the contrary and that Assignor shall have no right or claim against lessees, licensees or occupants for any such rent so paid by lessees, licensees or occupants to Agent after such notice to the lessee, licensee or occupant by Agent;all Letter of Credit Exposure then outstanding; and (ii) Either second, to the Banks, pro rata in person or by agent, accordance with or without bringing any action or proceedings, or by a receiver appointed by a court, take possession the respective unpaid amounts of the Property Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and have, hold, manage, lease, license and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with satisfied in full or without taking possession of the Property in its own name, demand, xxx for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with full power to make from time to time all improvements, alterations, renovations, repairs and replacements thereto or thereof as may be deemed proper by Agentcash collateralized; and (iii) Apply such rentsthird, fees, income and profits to the payment of: Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (aii) all expenses of managing preceding: (A) in determining the Property including, without being limited theretoBanks’ pro rata portion, the salariesBank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, fees all contingent Obligations) have been paid and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, satisfied in full and all expenses Commitments terminated, any proceeds of operating and maintaining Collateral shall be delivered to the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and the principal sum, interest and indebtedness secured hereby and Person entitled thereto as directed by the Mortgage/Deed of Trust, and all other Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations together with all reasonable costs and attorneys' fees, in such order of priority as shall be conditioned upon final payment to any the Agents of the items mentioned in giving rise to such credits and shall be subject to fully available funds. If any amount applied under this clause (iii) as Agent in its sole discretion may determineSection is subsequently dishonored or returned unpaid for any reason, any statutewhether or not such return is rightful or timely, law, custom, or use the Agents shall have the right to reverse such credit and charge the amount of such item to the contrary notwithstanding. The exercise by Agent of Borrower, who shall indemnify the option granted it in this Section 5.2 Agents, the Issuing Bank and the collection of the rents, fees, income Banks against all claims and profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default losses resulting from such dishonor or Event of Default under the other Loan Documents, or the Leases, or this Assignmentreturn.

After Default. At After there exists any time when a Continuing Event of Default exists, Agent, without in any way waiving such default, may at its option, without notice, and without regard to the adequacy of the security for the Obligations secured hereby and by the Mortgage/Deed of Trust revoke the right and license granted above to Assignor and: (i) Authorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent which is or the Lenders are then the holder of the Notes, the Mortgage/Deed of Trust and this Assignment and that a Continuing Default exists thereunder, to pay over to Agent all rents, fees, income and profits arising or accruing continuing under the Leases or from the Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, and occupant shall have the right to rely upon any such statement and request by Agent that lessee, licensee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Assignor to the contrary and that Assignor shall have no right or claim against lessees, licensees or occupants for any such rent so paid by lessees, licensees or occupants to Agent after such notice to the lessee, licensee or occupant by Agent; (ii) Either in person or by agent, with or without bringing any action or proceedings, or by a receiver appointed by a court, take possession of the Property and have, hold, manage, lease, license and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in its own name, demand, xxx for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with full power to make from time to time all improvements, alterations, renovations, repairs and replacements thereto or thereof as may be deemed proper by Agent; and (iii) Apply such rents, fees, income and profits to the payment ofCredit Agreement: (a) all expenses of managing the Property includingThe Agent may request, without being limited thereto, limiting the salaries, fees rights and wages remedies of a managing agent and such other employees as the Agent may reasonably deem necessary or desirable, and all expenses on behalf of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, itself and the cost of all improvements, alterations, renovations, repairs Banks otherwise provided hereunder or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and the principal sum, interest and indebtedness secured hereby and by the Mortgage/Deed of Trust, and all other Obligations together with all reasonable costs and attorneys' fees, in such order of priority as to any of the items mentioned in this clause (iii) as Agent in its sole discretion may determine, any statute, law, custom, or use to the contrary notwithstanding. The exercise by Agent of the option granted it in this Section 5.2 and the collection of the rents, fees, income and profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default or Event of Default under the other Loan Documents, that each Debtor do any of the following: (i) give the Agent on behalf of itself and the Banks specific assignments of the material accounts receivable of such Debtor after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be reasonably satisfactory to Agent, and (ii) in order to better secure the Agent on behalf of itself and the Banks, to the extent permitted by Law, enter into such lockbox agreements and establish such lockbox accounts as the Agent may require, with the local banks in areas in which the Debtors may be operating (in such cases, all local lockbox accounts shall be depositary transfer accounts titled in a manner acceptable to the Agent to indicate that the accounts are established in trust for the benefit of the Agent and the holders of the Notes issued under the Senior Note Purchase Agreement) which local banks shall have agreed to in writing to the Agent's requirements for the handling of such accounts and the transfer of account funds to the Agent on behalf of itself and the Banks, all at the sole expense of such Debtor, and shall direct all payments from all commercial payors and all other payors due to such Debtor, to such lockbox accounts. (b) in addition to the rights and remedies set forth herein, Agent: (a) may from time to time take such steps as Agent deems necessary to protect Agent's interest in and to preserve the Collateral, including the hiring of such security guards or the Leasesplacing of other security protection measures as Agent may deem appropriate; (b) may employ and maintain at any of any Debtor's premises a custodian who shall have full authority to do all acts necessary to protect Agent's interests in the Collateral; (c) may lease warehouse facilities to which Agent may move all or part of the Collateral; (d) may use any Debtor's owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; (e) may pursue landlords' or mortgagees' lien waivers with respect to each premises on which any of the Collateral is now or hereafter located and, in furtherance thereof, the Debtors agree to fully assist and cooperate with the Agent in such endeavor, and (f) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Debtor's owned or leased property; and, each Debtor shall cooperate fully with all of Agent's efforts to preserve the Collateral and will take such actions to preserve the Collateral as Agent may direct; and, all of Agent's expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be and become a part of the Debt secured hereby. (c) The Agent shall have and may exercise all the rights and remedies available to a secured party under the UCC in effect at the time, and such other rights and remedies as may be provided by Law and as set forth below, including to take over and collect all of any Debtor's Collateral, and to this end each Debtor hereby appoints the Agent, its officers, employees and agents, as its irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to, after an Event of Default: (i) take possession immediately, with or without notice, demand, or legal process, of any or all of the Collateral wherever found, and for such purposes, enter upon any premises upon which the Collateral may be found and remove the Collateral therefrom, (ii) require any Debtor to assemble the Collateral and deliver it to the Agent or to any place designated by the Agent at such Debtor's expense, (iii) demand and direct account debtors to make payment to Agent for the Banks of the Accounts, (iv) enforce payment of the material Accounts by legal proceedings or otherwise, (v) exercise all of any Debtor's rights and remedies with respect to the collection of material Accounts, (vi) settle, adjust, compromise, extend or renew the Accounts, (vii) settle, adjust or compromise any legal proceedings brought to collect material Accounts, (viii) to the extent permitted by applicable Law, sell or assign material Accounts upon such terms, for such amounts and at such time or times as the Agent deems advisable, (ix) discharge and release material Accounts, (x) take control, in any manner, of any item of payment or proceeds from any account debtor, (xi) prepare, file and sign any Debtor's name on any Proof of Claim in Bankruptcy or similar document against any account debtor, (xii) prepare, file, and sign any Debtor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with material Accounts, (xiii) do all acts and things necessary, in the Agent's sole discretion, to fulfill any of any Debtor's obligations to the Agent or the Banks under the Credit Agreement, Loan Documents, or otherwise, (xiv) endorse the name of any Debtor upon any check, chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to Invenxxxx ox xxterial Accounts; (xv) access and use the information recorded on or contained in any data processing equipment or computer hardware or software relating to the Inventory, material Accounts, or other Collateral or proceeds thereof to which any Debtor has access, (xvi) demand, sue for, collect, compromise, and give acquittances for any and all Colxxxeral, (xix) prosecute, defend, or compromise any action, claim or proceeding with respect to any of the Collateral, and (xx) take such other action as the Agent may deem appropriate, including extending or modifying the terms of payment of any Debtor's debtors. This power of attorney, being coupled with an interest, shall be irrevocable for the life of this AssignmentAgreement. To the extent permitted by Law, each Debtor hereby waives all claims of damages due to or arising from or connected with any of the rights or remedies exercised by the Agent pursuant to this Agreement, except claims arising from gross negligence or willful misconduct by the Agent. The Agent hereby accepts this power of attorney and all powers granted hereunder for the benefit of the Agent and the Banks. (d) The Agent shall have the right to lease, sell, or otherwise dispose of all or any of the Collateral at public or private sale or sales for cash, credit or any combination thereof, with such notice as may be required by Law (it being agreed by each Debtor that, in the absence of any contrary requirement of Law, ten (10) days' prior notice of a public or private sale of Collateral shall be deemed reasonable notice, except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market in which case no notice shall be required,), in lots or in bulk, for cash or on credit, all as the Agent, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. The Agent shall have the right to conduct such sales on any Debtor's premises or elsewhere and shall have the right to use any Debtor's premises without charge for such sales for such time or times as the Agent may see fit.

After Default. At any time when a Continuing Default exists, Agent, without in any way waiving such default, may at its option, without notice, and without regard to the adequacy of the security for the Obligations secured hereby and by the Mortgage/Deed of Trust Mortgage revoke the right and license granted above to Assignor and: (i) Authorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees lessees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Notes, Note and the Mortgage/Deed of Trust and this Assignment Mortgage and that a Continuing Default exists thereunder, to pay over to Agent all rents, fees, income and profits arising or accruing under the Leases or from the Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, lessee and occupant shall have the right to rely upon any such statement and request by Agent that lessee, licensee lessee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Assignor to the contrary and that Assignor shall have no right or claim against lessees, licensees lessees or occupants for any such rent so paid by lessees, licensees lessees or occupants to Agent after such notice to the lessee, licensee lessee or occupant by Agent; (ii) Either in person or by agent, with or without bringing any action or proceedings, proceedings or by a receiver appointed by a court, take possession of the Property and have, hold, manage, lease, license lease and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in its own name, demand, xxx sue for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with full power to make from time to time all improvements, alterations, renovations, repairs and replacements thereto or thereof as may be deemed seem proper by to Agent; and (iii) Apply such rents, fees, income and profits to the payment of: (a) all reasonable expenses of managing the Property including, without being limited thereto, the salaries, fees and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession of the Property; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and the principal sum, interest and indebtedness Obligations secured hereby and by the Mortgage/Deed of Trust, and all other Obligations together with all reasonable costs and reasonable and actual attorneys' ’ fees, in such order of priority as to any of the items mentioned in this clause (iiib) as set forth in the Credit Agreement or if not addressed in the Credit Agreement then in such order as Agent in its sole discretion may determine, any statute, law, custom, or use to the contrary notwithstanding. The exercise by Agent of the option granted it in this Section 5.2 and the collection of the rents, fees, income and profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default or Event of Default default under the other Loan Documents, or the Leases, or this Assignment.

After Default. At After there exists any time when a Continuing Event of Default exists, Agent, without in any way waiving such default, may at its option, without notice, and without regard to the adequacy of the security for the Obligations secured hereby and by the Mortgage/Deed of Trust revoke the right and license granted above to Assignor and: (i) Authorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent which is or the Lenders are then the holder of the Notes, the Mortgage/Deed of Trust and this Assignment and that a Continuing Default exists thereunder, to pay over to Agent all rents, fees, income and profits arising or accruing continuing under the Leases or from the Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, and occupant shall have the right to rely upon any such statement and request by Agent that lessee, licensee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Assignor to the contrary and that Assignor shall have no right or claim against lessees, licensees or occupants for any such rent so paid by lessees, licensees or occupants to Agent after such notice to the lessee, licensee or occupant by Agent; (ii) Either in person or by agent, with or without bringing any action or proceedings, or by a receiver appointed by a court, take possession of the Property and have, hold, manage, lease, license and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in its own name, demand, xxx for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with full power to make from time to time all improvements, alterations, renovations, repairs and replacements thereto or thereof as may be deemed proper by Agent; and (iii) Apply such rents, fees, income and profits to the payment ofNote Agreement: (a) all expenses of managing the Property includingThe Holders may request, without being limited thereto, limiting the salaries, fees rights and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to taking and retaining possession remedies of the Property; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and the principal sum, interest and indebtedness secured hereby and by the Mortgage/Deed of Trust, and all other Obligations together with all reasonable costs and attorneys' fees, in such order of priority as to any of the items mentioned in this clause (iii) as Agent in its sole discretion may determine, any statute, law, custom, Holders otherwise provided hereunder or use to the contrary notwithstanding. The exercise by Agent of the option granted it in this Section 5.2 and the collection of the rents, fees, income and profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default or Event of Default under the other Loan Documents, that each Debtor do any of the following: (i) give the Holders specific assignments of the material accounts receivable of such Debtor after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be reasonably satisfactory to Holders, and (ii) in order to better secure the Holders, to the extent permitted by Law, enter into such lockbox agreements and establish such lockbox accounts as the Holders may require, with the local banks in areas in which the Debtors may be operating (in such cases, all local lockbox accounts shall be depositary transfer accounts titled in a manner acceptable to the Holders to indicate that the accounts are established in trust for the benefit of the Holders and the "Administrative Agent" and the "Banks" as defined and referred to in the Credit Agreement) which local banks shall have agreed to in writing to the Holders' requirements for the handling of such accounts and the transfer of account funds to the Holders, all at the sole expense of such Debtor, and shall direct all payments from all commercial payors and all other payors due to such Debtor, to such lockbox accounts. (b) in addition to the rights and remedies set forth herein, the Holders: (a) may from time to time take such steps as the Holders deem necessary to protect the Holders' interest in and to preserve the Collateral, including the hiring of such security guards or the Leasesplacing of other security protection measures as the Holders may deem appropriate; (b) may employ and maintain at any of any Debtor's premises a custodian who shall have full authority to do all acts necessary to protect the Holders' interests in the Collateral; (c) may lease warehouse facilities to which Holders may move all or part of the Collateral; (d) may use any Debtor's owned or leased lifts, hoists, trucks and other facilities or equipment for handling or removing the Collateral; (e) may pursue landlords' or mortgagees' lien waivers with respect to each premises on which any of the Collateral is now or hereafter located and, in furtherance thereof, the Debtors agree to fully assist and cooperate with the Holders in such endeavor, and (f) shall have, and is hereby granted, a right of ingress and egress to the places where the Collateral is located, and may proceed over and through any of Debtor's owned or leased property; and, each Debtor shall cooperate fully with all of the Holders' efforts to preserve the Collateral and will take such actions to preserve the Collateral as the Holders may direct; and, all of the Holders' expenses of preserving the Collateral, including any expenses relating to the bonding of a custodian, shall be and become a part of the Debt secured hereby. (c) The Holders shall have and may exercise all the rights and remedies available to a secured party under the UCC in effect at the time, and such other rights and remedies as may be provided by Law and as set forth below, including to take over and collect all of any Debtor's Collateral, and to this end each Debtor hereby appoints each Holder, its officers, employees and agents, as its irrevocable, true and lawful attorneys-in-fact with all necessary power and authority to, after an Event of Default: (i) take possession immediately, with or without notice, demand, or legal process, of any or all of the Collateral wherever found, and for such purposes, enter upon any premises upon which the Collateral may be found and remove the Collateral therefrom, (ii) require any Debtor to assemble the Collateral and deliver it to the Holders or to any place designated by the Holders at such Debtor's expense, (iii) demand and direct account debtors to make payment to the Holders of the Accounts, (iv) enforce payment of the material Accounts by legal proceedings or otherwise, (v) exercise all of any Debtor's rights and remedies with respect to the collection of material Accounts, (vi) settle, adjust, compromise, extend or renew the Accounts, (vii) settle, adjust or compromise any legal proceedings brought to collect material Accounts, (viii) to the extent permitted by applicable Law, sell or assign material Accounts upon such terms, for such amounts and at such time or times as the Holders deem advisable, (ix) discharge and release material Accounts, (x) take control, in any manner, of any item of payment or proceeds from any account debtor, (xi) prepare, file and sign any Debtor's name on any Proof of Claim in Bankruptcy or similar document against any account debtor, (xii) prepare, file, and sign any Debtor's name on any notice of Lien, assignment, or satisfaction of Lien or similar document in connection with material Accounts, (xiii) do all acts and things necessary, in the Holders' sole discretion, to fulfill any of any Debtor's obligations to the Holders under the Note Agreement, the Notes, the Guaranties, hereunder or otherwise, (xiv) endorse the name of any Debtor upon any check, chattel paper, document, instrument, invoice, freight bill, bill of lading or similar document or agreement relating to Inventxxx or xxxerial Accounts; (xv) access and use the information recorded on or contained in any data processing equipment or computer hardware or software relating to the Inventory, material Accounts, or other Collateral or proceeds thereof to which any Debtor has access, (xvi) demand, sue for, collect, compromise, and give acquittances for any and all Collxxxral, (xix) prosecute, defend, or compromise any action, claim or proceeding with respect to any of the Collateral, and (xx) take such other action as the Holders may deem appropriate, including extending or modifying the terms of payment of any Debtor's debtors. This power of attorney, being coupled with an interest, shall be irrevocable for the life of this AssignmentAgreement. To the extent permitted by Law, each Debtor hereby waives all claims of damages due to or arising from or connected with any of the rights or remedies exercised by the Holders pursuant to this Agreement, except claims arising from gross negligence or willful misconduct by the Holders. Each Holder hereby accepts this power of attorney and all powers granted hereunder. (d) The Holders shall have the right to lease, sell, or otherwise dispose of all or any of the Collateral at public or private sale or sales for cash, credit or any combination thereof, with such notice as may be required by Law (it being agreed by each Debtor that, in the absence of any contrary requirement of Law, ten (10) days' prior notice of a public or private sale of Collateral shall be deemed reasonable notice, except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market in which case no notice shall be required,), in lots or in bulk, for cash or on credit, all as the Holders, in its sole discretion, may deem advisable. Such sales may be adjourned from time to time with or without notice. The Holders shall have the right to conduct such sales on any Debtor's premises or elsewhere and shall have the right to use any Debtor's premises without charge for such sales for such time or times as the Holders may see fit.