Common use of Banks Rights and Remedies Clause in Contracts

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) above. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities or other items of Collateral as provided in Section 18(a) above, to convert or exchange them pursuant to the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange. (c) If any of the Pledged Securities and other items of Collateral from each Portfolio are of a type customarily sold on recognized markets, then no notification to Borrower of any public or private sale thereof by Bank is required, provided, however, that if any such notice is required by applicable law with respect to any such sale, then one Business Day's notice thereof shall be reasonable notification to Borrower.

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio Series occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower the Trust except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio Series (including items included in the Collateral pursuant to Section 7(j) above), and (ii) the right to apply the proceeds of such sale (and any other Collateral consisting of cash), in such order as Bank bank in its sole and absolute discretion may determine) to apply the proceeds of such sale , to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio Series and of any other amounts payable by Borrower that are under this Agreement payable by the Trust on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) aboveSeries. (b) If any Pledged Securities or other items of Collateral from a Portfolio Series are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect to such Portfolio Series and for so long as it continues, Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities or other items of Collateral as provided in Section 18(a) above, to convert or exchange them pursuant to the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of and accrued interest on the Loans obtained for such Portfolio Series and of any other amounts payable by Borrower the Trust under this Agreement on account of such PortfolioSeries, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange. (c) If any of the Pledged Securities and other items of Collateral from each Portfolio Series are of a type customarily sold on recognized markets, then no notification to Borrower the Trust of any public or private sale thereof by Bank is required, provided, however, that if any such notice is required by applicable law with respect to any such sale, then one Business Day's notice thereof shall be reasonable notification to Borrowerthe Trust.

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued (but unpaid) interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such PortfolioAgreement, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) above. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities or other items of Collateral as provided in Section 18(a) above, to convert or exchange them pursuant to the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such PortfolioAgreement, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange. (c) If any of the Pledged Securities and other items of Collateral from each Portfolio are of a type customarily sold on 011 recognized markets, then no notification to Borrower of any public or private sale thereof by Bank is required, provided, however, that if any such notice is required by applicable law with respect to any such sale, then one Business Day's notice thereof shall be reasonable notification to Borrower.

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of 8.1 Bank's choosing, Rights Exercisable at any or all Time. Exclusive of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) above. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect or Default, the Bank may: (a) Receive from all or any accountants and auditors employed by any Obligor (which accountants and auditors the Obligors hereby authorize and direct to such Portfolio and for so long as it continuesdeliver to the Bank), Bank shall have at any time during the rightterm of this Agreement, in its sole and absolute discretioncopies of any of the financial statements, instead of selling such Pledged Securities trial balances or other items accounting records of Collateral as provided any sort of any Obligor which are in Section 18(a) above, to convert or exchange them pursuant the possession of such accountants and auditors to the terms applicable thereto, extent that same will be released; (b) Receive and have access to apply printouts and all other information respecting financial records of any cash received Obligor maintained by Bank in such conversion external computer service companies (which the Obligors hereby authorize and direct to deliver or exchange give access to the payment Bank of the principal of and accrued interest on same) to the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange.extent that same will be released; (c) If File financing statements without the Obligors' signature or file carbon, photographic or other reproductions of financing statements, where permitted by law, in any relevant state to perfect or maintain the Bank's security interest in any or all of the Pledged Securities Collateral. (d) Communicate with customers and other items Account Debtors to verify (including phone verifications) independently orders and Accounts (and the Obligors agree to furnish all such assistance and information as the Bank may require in connection therewith); and (e) Take any and all action which in its reasonable discretion is necessary and proper to preserve its interest in the Collateral, including, without limitation, paying debts of Collateral from each Portfolio are of a type customarily sold the Obligors which might, in the Bank's sole discretion, impair the Collateral, or the Bank's security interest therein or Lien thereon, including without limitation, paying taxes or assessments imposed on recognized marketsthe Collateral, then no notification to Borrower of any public or private sale thereof and the sums so expended by the Bank is required, provided, however, that if any such notice is required by applicable law with respect to any such sale, then one Business Day's notice thereof shall be reasonable notification secured by the Collateral, shall be added to Borrowerthe amount of the Obligations and shall be payable on demand with interest at the Default Rate.

Banks Rights and Remedies. (a) If Upon an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) above. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon Default. Upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continueswhich has not been waived by the Bank, the Bank shall have the right, in its sole following rights and absolute remedies to be exercised within their discretion, instead without further demand, presentment, protest, advertisement, or notice of selling such Pledged Securities or other items any kind, all of Collateral which are hereby expressly waived by the Obligors except as specified below: (a) The Bank may exercise any and all of the rights and remedies provided in Section 18(athis Agreement, the other Loan Documents, the Uniform Commercial Code and other applicable law in force and effect in the State of New Jersey and in any other jurisdiction where any Obligor maintains property or assets; (b) above, The Bank may elect (i) not to convert or exchange them make any further Advances under and pursuant to this Agreement or otherwise and all of the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange Obligations of the Borrower to the payment Bank shall immediately become due and payable and (ii) to increase the rate of interest with respect to all Obligations to the principal of and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange.Default Rate; (c) If any The Bank may receive, open and dispose of mail addressed to the Obligors and notify the Post Office authorities to change the address for delivery of mail addressed to the Obligors to such address as the Bank may designate; (d) The Bank may require the Obligors (and the Obligors hereby agree), at the Obligors' own expense, to assemble or to cause to be assembled the Collateral and make it available at places which the Bank may designate, whether at the Obligors' premises or elsewhere, and to allow the Bank to take possession or dispose of the Pledged Securities Collateral; (e) The Bank may forthwith collect, receive, appropriate and other items of realize upon the Collateral from each Portfolio are of a type customarily sold on recognized marketsor any part thereof, then no notification and/or, forthwith, without advertisement, sell, lease, assign, give an option or options to Borrower of purchase, or sell or otherwise dispose of, the Collateral (or contract to do so), or any part thereof or any interest which the Obligors may have therein, in one or more parcels at public or private sale thereof or sales, at any exchange or broker's board or at any of the Bank's offices or elsewhere at such prices as they may deem best in their discretion exercised in a commercially reasonable manner, for cash or on credit or for future delivery without assumption of any credit risk, and if notice of such sale or of other action by the Bank is required, provided, however, that if any such notice is required by applicable law law, the Obligors agree that five (5) days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to the Borrower at its principal place of business set forth in Subsection 5.13) of the time and place of any public sale or of the time after which a private sale may take place shall be sufficient, which the Bank and the Obligors hereby agree to be commercially reasonable; (f) The Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption, which right or equity of redemption the Obligors hereby waive and release; (g) The Bank may enter upon any and all places of business of the Obligors, take possession and remove therefrom any and all of the Collateral and the Obligors' books, records, ledger sheets, correspondence, invoices and documents, relating to or evidencing any of the Collateral, and/or without cost or expense to the Bank, make such use of any or all of the Obligors' places of business as may be reasonably necessary to administer, control and collect the Collateral, either personally or through any agent, or by means of a receiver appointed by a court of competent jurisdiction; (h) The Bank may settle, renew, extend, compromise, compound, exchange or adjust claims in respect of any of the Collateral or any legal proceedings brought in respect thereof; (i) The Bank may subrogate to all of the Obligors' interests, rights and remedies in respect of the Collateral including the right to stop delivery, and to reclaim Inventory which any Account Debtor has returned, rejected, revoked acceptance of and/or failed to return, and which has been consigned or diverted, and to take possession of and sell or dispose of Inventory; (j) The Bank may demand, xxx for, collect or receive any money or property, at any time payable or receivable on account of or in exchange for, or make any compromises they deem desirable, including, without limitation, extending the time of payment, arranging for payment in installments, or otherwise modifying the terms or rights with respect to any such saleof the Collateral, then one Business Day's all of which may be without notice thereof to or consent by any Obligor and without otherwise discharging or affecting the Obligations, the Collateral or the security interest therein or Lien thereon; (k) The Bank may set off and apply to all or any part of the Obligations, all the Collateral described in Section 3, and the Bank shall be deemed to have exercised such right of set off and to have made a charge against any such Collateral immediately upon the occurrence of such Event of Default, even though the actual book entries may be made at some time subsequent thereto; (l) The Bank may communicate with customers and Account Debtors to verify (including phone verifications) independently orders and Accounts (and each Obligor agrees to furnish all such assistance and information as the Bank may require in connection therewith); (m) The Bank may take any and all action which in its reasonable notification discretion is necessary and proper to Borrowerpreserve its interest in the Collateral, including, without limitation, paying debts of any Obligor which might, in the Bank's sole discretion, impair the Collateral, or the Bank's security interest therein or Lien thereon, including without limitation, paying taxes or assessments imposed on the Collateral, and the sums so expended by the Bank shall be secured by the Collateral, shall be added to the amount of the Obligations and shall be payable on demand with interest at the Default Rate; and (n) Institute and maintain foreclosure proceedings against the Collateral in accordance with the laws of the State of New Jersey, and any other jurisdiction where the Collateral is located; (o) To notify the customers and Account Debtors to make payment directly to the Bank or its designee; and (p) The Bank may do such other and further acts and deeds in the name of the Obligors which the Bank may deem necessary or advisable to the extent necessary for the Bank to realize upon the Collateral.

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio occurs hereunder and is then continuing, thenBank shall promptly apply to the payment of the principal of, and accrued but unpaid interest on, the Loans and of any other amounts payable by Borrower under this Agreement (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral pursuant to Section 8(i) above. (b) In addition to having its obligation under Section 17(a) above, if an Event of Default occurs and is then continuing, Bank shall have the right to exercise with respect to any or all of the Collateral any rights and remedies available to a secured creditor under applicable lawlaw and, Bank shall have (i) the right in addition, (without being required to give any notice to Borrower except as may be required in Section 18(c17(d) below) to sellsell any or all of such Collateral, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued but unpaid interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) aboveAgreement. (bc) If any Pledged Securities or other items forming part of the Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other propertysecurities, then, upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, then Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities or other items of Collateral as provided in Section 18(a17(b) above, to convert or exchange them pursuant to the terms applicable theretotheir terms, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of of, and accrued but unpaid interest on on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such PortfolioAgreement, and to sell as provided in Section 18(a17(b) above any securities or other property it receives in such conversion or exchange. (cd) If The Pledged Securities at any time forming part of the Pledged Securities and other items of Collateral from each Portfolio are of a type customarily sold on recognized markets, then markets and no notification to Borrower of any public or private sale thereof by Bank is required, provided, however, that if any such notice is required by applicable law with respect to any such sale, then one Business Day's notice thereof shall be reasonable notification to Borrower. Bank shall give Borrower five Business Days' prior notice of any private sale of the Pledged Securities.

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) above. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon 8.1 Upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, the Bank shall have the rightfollowing rights and remedies and may take the following action, to be exercised within its discretion without further demand, presentation or notice, of any kind: (a) All of those rights and remedies provided in this Agreement, in its sole the Uniform Commercial Code and absolute discretion, instead of selling such Pledged Securities or other items of Collateral as provided applicable law in Section 18(aforce and effect in New Jersey and any other jurisdiction in which the Borrower maintains assets; (b) above, The Bank's duty to convert or exchange them make any further loans pursuant to this Agreement, or otherwise, shall cease, and all of the terms applicable thereto, to apply Obligations of the Borrower and any cash received by Bank in such conversion or exchange Subsidiary to the payment of the principal of Bank shall immediately become due and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange.payable; (c) If any Sign financing statements in the name of the Pledged Securities Borrower, or file financing statements without the Borrower's signature in any relevant state to perfect or maintain the Bank's security interest in any or all of the Collateral; (d) Receive and have access to printouts and all other items information respecting financial records of the Borrower and each Subsidiary maintained by external computer service companies; (e) Require the Borrower and each Subsidiary to assemble the Collateral from each Portfolio are and make it available at its principal place of business or such other place as the Bank shall direct to allow the Bank to take possession or dispose of the Collateral or to render it temporarily unusable; (f) Take possession of and sell in a type customarily sold on recognized markets, then no notification to Borrower commercially reasonable manner in accordance with applicable law and/or dispose of any or all of the Collateral (including without limitation the Stock described in Subsection 8.1(i) hereof) at public or private sale thereof without notice or advertisement (if permitted by law) and bid and become a purchaser at such sale, and if notice of such sale or of other action by the Bank is required, provided, however, that if any such notice is required by applicable law law, the Borrower agrees that ten (10) days notice to the Borrower shall be sufficient, which the Bank and the Borrower herewith agree to be commercially reasonable; (g) Subrogate to all of the Borrower's and each Subsidiary's interest, rights and remedies in respect to the Collateral; dispose of the goods; (h) Apply the proceeds of any disposition of the Collateral available for satisfaction of the Obligations in the order, amounts, and manner which Bank may determine in its sole discretion. (A) vote all or any of the shares of Capital Stock of Roda Limited constituting part of the Collateral hereunder (the "Stock"), and give all consents, waivers and ratifications with respect thereto and otherwise act in all matters with respect thereto as the outright owner thereof; (B) receive all dividends and all other distributions of any kind on the Stock; and (C) exercise any and all rights of collection, conversion or exchange, and any and all other rights, privileges, options or powers of the owner of the Stock pertaining or relating thereto. (j) To the extent permitted by applicable law ,do such other and further acts and deeds in the name of the Borrower and each subsidiary which the Bank may deem reasonably necessary or advisable to the extent necessary for the Bank to protect its interest and rights. (k) Borrower hereby designates and appoints Bank and its designees as attorney-in-fact of the Borrower, irrevocably and with power of substitution, with authority, to the fullest extent permitted by applicable law, upon the occurrence and during the continuance of an Event of Default, to receive, open and dispose of all mail addressed to the Borrower; to notify the postal authorities to change the address for delivery of mail addressed to Borrower to such other address for delivery of mail addressed to Borrower to such other address as Bank designates; to endorse Borrower's name on any notes, acceptances, checks, drafts, money orders, instruments or other evidences of payment or proceeds of the Collateral that may come into Bank's possession; to sign Borrower's name on any invoices, documents, drafts against and notices to account debtors or other obligors of Borrower and requests for verification of accounts; to execute proofs of claim and loss; to execute any endorsements, assignments or other instruments of conveyance or transfer; to vote all or any of the Stock, give all consents, waivers and ratifications with respect thereto, otherwise act in all matters with respect thereto as the outright owner thereof, receive all dividends and all other distributions of any kind on the Stock, and exercise any and all rights of collection, conversion or exchange and any and all other rights, privileges, options or powers of the owner of the Stock pertaining or relating thereto; to adjust and compromise any claims under insurance policies; to execute releases; and to perform all other acts necessary and advisable, in Bank's sole discretion, to carry out and enforce its rights under this Agreement. The Bank will promptly turn over originals or provide copies of all correspondence opened by Bank. The Bank, in the exercise of this Power of Attorney, shall not unreasonably interrupt the operations of the Borrower. All acts of said attorney or designee are hereby ratified and approved by Borrower and said attorney or designee shall not be liable for any acts of commission or omission nor for any error of judgment or mistake of fact or law. This power of attorney is coupled with an interest and is irrevocable so long as any of the Obligations remain unpaid or unperformed. 8.2 In addition to the above remedies, if an Event of Default under this Agreement has occurred, the Bank shall have the right and remedy, without posting bonds or other security, to have any provision of the Loan Documents specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such sale, then one Business Day's notice thereof shall be reasonable notification Event of Default will cause irreparable injury to Borrowerthe Bank and that money damages will not provide an adequate remedy thereto.

Banks Rights and Remedies. (a) If Upon an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's choosing, any or all of the Collateral from such Portfolio and (in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) above. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon Default. Upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, the Bank shall have the right, in its sole following rights and absolute remedies to be exercised within their discretion, instead without further demand, presentment, protest, advertisement, or notice of selling such Pledged Securities or other items any kind, all of Collateral which are hereby expressly waived by the Borrower except as specified below: (a) The Bank may exercise any and all of the rights and remedies provided in Section 18(athis Agreement, the other Loan Documents, the Uniform Commercial Code and other applicable law in force and effect in the State of New Jersey and in any other jurisdiction where the Borrower maintains property or assets; (b) above, to convert or exchange them The Bank shall make no further Advances under and pursuant to this Agreement or otherwise, and all of the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange Obligations of the Borrower to the payment Bank shall immediately become due and payable (which Obligations shall automatically be due and payable in the case of an Event of Default under Subsection 7.4 hereof) and the principal of and accrued interest rate on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and shall increase to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange.the Default Rate; (c) If any The Bank may receive, open and dispose of mail addressed to the Borrower and notify the Post Office authorities to change the address for delivery of mail addressed to the Borrower to such address as the Bank may designate; (d) The Bank may require the Borrower (and the Borrower hereby agrees), at Borrower's own expense, to assemble or to cause to be assembled the Collateral and make it available at the principal place of business of the Pledged Securities Borrower or other places of business of the Borrower or such other places as the Bank may designate, and other items to allow the Bank to take possession or dispose of the Collateral; (e) The Bank may forthwith collect, receive, appropriate and realize upon the Collateral from each Portfolio are of a type customarily sold on recognized marketsor any part thereof, then no notification and/or, forthwith, without advertisement, sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of, the Collateral (or contract to do so), or any part thereof or any interest which the Borrower of any may have therein, in one or more parcels at public or private sale thereof or sales, at any exchange or broker's board or at any of the Bank's offices or elsewhere at such prices as they may deem best in their discretion exercised in a commercially reasonable manner, for cash or on credit or for future delivery without assumption of any credit risk, and if notice of such sale or of other action by the Bank is required, provided, however, that if any such notice is required by applicable law law, the Borrower agrees that ten (10) days notice (which notification shall be deemed given when mailed, postage prepaid, addressed to the Borrower at its principal place of business set forth in Subsection 5.13) of the time and place of any public sale or of the time after which a private sale may take place shall be sufficient, which the Bank and the Borrower hereby agree to be commercially reasonable; (f) The Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in which right or equity of redemption the Borrower hereby waives and releases; (g) The Bank may enter upon any and all places of business of the Borrower, take possession and remove therefrom any and all of the Collateral and the Borrower's books, records, ledger sheets, correspondence, invoices and documents, relating to or evidencing any of the Collateral, and/or without cost or expense to the Bank, make such use of any or all of the Borrower's places of business as may be reasonably necessary to administer, control and collect the Collateral, either personally or through any agent, or by means of a receiver appointed by a court of competent jurisdiction; (h) The Bank may settle, renew, extend, compromise, compound, exchange or adjust claims in respect of any of the Collateral or any legal proceedings brought in respect thereof; (i) The Bank may subrogate to all of the Borrower's interests, rights and remedies in respect of the Collateral including the right to stop delivery, and to reclaim Inventory which any Account Debtor has returned, rejected, revoked acceptance of and/or failed to return, and which has been consigned or diverted, and to take possession of and sell or dispose of Inventory; (j) The Bank may demand, xxx for, collect or receive any money or property, at any time payable or receivable on account of or in exchange for, or make any compromises they deem desirable, including, without limitation, extending the time of payment, arranging for payment in installments, or otherwise modifying the terms or rights with respect to any such saleof the Collateral, then one Business Day's all of which may be without notice thereof to or consent by any Obligor and without otherwise discharging or affecting the Obligations, the Collateral or the security interest therein or Lien thereon; (k) The Bank may set off and apply to all or any part of the Obligations, all the Collateral described in Section 3, and the Bank shall be reasonable notification deemed to have exercised such right of set off and to have made a charge against any such Collateral immediately upon the occurrence of such Event of Default, even though the actual book entries may be made at some time subsequent thereto; (l) The Bank may endorse the name of the Borrower upon any and all checks, drafts, money orders and other instruments for the payment of monies which are payable to the Borrower and constitute proceeds of the Collateral; and (m) Compromise, extend or renew any Account, chattel paper, instrument, or general intangible or deal with the Borrower's Accounts, chattel paper, instruments and general intangibles as the Bank may deem advisable; make exchanges, substitutions or surrenders of Collateral; review any Account; deal with the Borrower's Accounts as the Bank may deem advisable; and (n) The Bank may do such other and further acts and deeds in the name of the Borrower which the Bank may deem necessary or advisable to the extent necessary for the Bank to realize upon the Collateral.

Banks Rights and Remedies. (a) If So long as an Event of Default with respect to a Portfolio occurs has occurred hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) each of the right following rights, which Bank may exercise simultaneously or in such order as it may in its sole and absolute discretion determine (without being required to give any notice to Borrower any Credit Party except as may be required in Section 18(cclause (d) below): (i) the right to deliver a Notice of Sole Control/Delivery Instructions (as defined in, and contemplated by, the Securities Account Control Agreement); (ii) the right to apply to the payment of any Credit Party’s obligations hereunder any cash credited to the Account; and (iii) the right to sell, publicly or privately, at a place of Bank's ’s choosing, any or all of any non-cash Collateral and to apply the proceeds of such sale to the payment of any Credit Party’s obligations hereunder. (b) Bank shall have the right to apply the proceeds of any sale or redemption (and any other Collateral from such Portfolio and (consisting of cash) in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale , to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio Advances and of any other amounts payable by Borrower any Credit Party under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) aboveAgreement. (bc) If any Pledged Securities securities in the Account or other items of non-cash Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, then Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities securities or other items of non-cash Collateral as provided set forth in Section 18(aclause (a) above, to convert or exchange them pursuant to the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such PortfolioCredit Party’s obligations hereunder, and to sell as provided in Section 18(aclause (a) above any securities or other property it receives in such conversion or exchange. (cd) If any of securities in the Pledged Securities and Account or other items of non-cash Collateral from each Portfolio are of a type customarily sold on recognized markets, then no notification to Borrower Guarantor of any public or private sale thereof by Bank is required, ; provided, however, that that, if any such notice is required by applicable law with respect to any such sale, then unless a notice period is specified by such applicable law with respect to any such sale, one Business Day's ’s notice thereof shall be reasonable notification to BorrowerGuarantor. (e) The assertion or enforcement by Bank of the security interest granted under this Agreement or any demand that any Credit Party perform its obligations hereunder, or any action or proceedings brought to enforce this Agreement, shall not release any Credit Party or otherwise affect this Agreement, or the liability of the Credit Parties for any of their obligations hereunder and shall not release or otherwise affect the security interest granted by the Credit Parties to Bank.

Banks Rights and Remedies. (a) If an Event of Default with respect to a Portfolio occurs hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) the right to have its affiliates deliver to Bank all such Collateral as is not required to be subject to a Lien in favor of such affiliates, (ii) the right (without being required to give any notice to Borrower except as may be required in Section 18(c) below) to sell, publicly or privately, at a place of Bank's ’s choosing, any or all of the Collateral from such Portfolio (including items included in the Collateral pursuant to Sectiopn 7(j) above) and (iii) the right to apply the proceeds of such sale and any other cash that is part of the Collateral, in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale , to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) aboveAgreement. (b) If any Pledged Securities or other items of Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities or other items of Collateral as provided in Section 18(a) above, to convert or exchange them pursuant to the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such PortfolioAgreement, and to sell as provided in Section 18(a) above any securities or other property it receives in such conversion or exchange. (c) If any of the Pledged Securities and other items of Collateral from each Portfolio are of a type customarily sold on recognized markets, then no notification to Borrower of any public or private sale thereof by Bank is required, provided, however, that if any such notice is required by applicable law with respect to any such sale, then one Business Day's ’s notice thereof shall be reasonable notification to Borrower.

Banks Rights and Remedies. (a) If So long as an Event of Default with respect to a Portfolio occurs has occurred hereunder and is continuing, then, in addition to having the right to exercise any rights and remedies available to a secured creditor under applicable law, Bank shall have (i) each of the right following rights, which Bank may exercise simultaneously or in such order as it may in its sole and absolute discretion determine (without being required to give any notice to Borrower any Credit Party except as may be required in Section 18(cclause (d) below): (i) the right to apply to the payment of any Credit Party’s obligations hereunder any cash credited to the Account; and (ii) the right to sell, publicly or privately, at a place of Bank's ’s choosing, any or all of any non-cash Collateral and to apply the proceeds of such sale to the payment of any Credit Party’s obligations hereunder. (b) Bank shall have the right to apply the proceeds of any sale or redemption (and any other Collateral from such Portfolio and (consisting of cash) in such order as Bank in its sole and absolute discretion may determine) to apply the proceeds of such sale , to the payment of the principal of, and accrued interest on, the Loans obtained for such Portfolio Advances and of any other amounts payable by Borrower any Credit Party under this Agreement on account of such Portfolio, and (ii) the right to apply to the payment of such principal, interest and other amounts (in such order as Bank in its sole and absolute discretion may determine) any cash held by Bank as part of the Collateral from such Portfolio pursuant to Section 7(j) aboveAgreement. (bc) If any Pledged Securities securities in the Account or other items of non-cash Collateral from a Portfolio are, in whole or in part, actually convertible into or exchangeable for securities or other property, then, upon the occurrence of an Event of Default with respect to such Portfolio and for so long as it continues, then Bank shall have the right, in its sole and absolute discretion, instead of selling such Pledged Securities securities or other items of non-cash Collateral as provided set forth in Section 18(aclause (a) above, to convert or exchange them pursuant to the terms applicable thereto, to apply any cash received by Bank in such conversion or exchange to the payment of the principal of and accrued interest on the Loans obtained for such Portfolio and of any other amounts payable by Borrower under this Agreement on account of such PortfolioCredit Party’s obligations hereunder, and to sell as provided in Section 18(aclause (a) above any securities or other property it receives in such conversion or exchange. (cd) If any of securities in the Pledged Securities and Account or other items of non-cash Collateral from each Portfolio are of a type customarily sold on recognized markets, then no notification to Borrower Guarantor of any public or private sale thereof by Bank is required, ; provided, however, that if any such that, notice is required by applicable law with respect to any such sale, then unless a notice period is specified by such applicable law with respect to any such sale, one Business Day's ’s notice thereof shall be reasonable notification to BorrowerGuarantor. (e) The assertion or enforcement by Bank of the security interest granted under this Agreement or any demand that any Credit Party perform its obligations hereunder, or any action or proceedings brought to enforce this Agreement, shall not release any Credit Party or otherwise affect this Agreement, or the liability of the Credit Parties for any of their obligations hereunder and shall not release or otherwise affect the security interest granted by Guarantor to Bank.