Common use of Duties After Default Clause in Contracts

Duties After Default. After the occurrence and during the continuance of an Event of Default, Borrower will, at Lender's request, assemble all Collateral and make it available to Lender at places which Lender may reasonably select, whether at the premises of Borrower or elsewhere, and will make available to Lender all premises and facilities of Borrower for the purpose of Lender taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable shall not have been delivered or shall be claimed to be defective by any customer, Lender shall have the right in its sole discretion to use and deliver to such customer any goods of Borrower to fulfill such order, contract or the like so as to make good any such Receivable. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender shall have the right, but shall not be obligated, to effectuate such repair, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as Lender shall deem appropriate, provided that Lender shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all attorneys' and professionals' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at Lender's sole discretion), and then, upon full and final payment of the Obligations, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender and shall pay to Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateral.

Duties After Default. After the occurrence and during the continuance of an Event of Default, the Borrower will, at Lenderthe Bank's request, assemble all Collateral and make it available to Lender the Bank at places which Lender the Bank may reasonably select, whether at the premises of the Borrower or elsewhere, elsewhere and will make available to Lender the Bank all premises and facilities of the Borrower for the purpose of Lender the Bank taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable Account shall not have been delivered or shall be claimed to be defective by any customer, Lender the Bank shall have the right in its sole discretion to use and deliver to such customer any goods of the Borrower to fulfill such order, contract or the like so as to make good any such ReceivableAccount. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender the Bank shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as Lender the Bank shall deem appropriate, provided that Lender but the Bank shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds Proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all attorneys' reasonable attorney's and professionals' professional fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest balance to be held as cash collateral for the Borrower's reimbursement Obligations with respect to drawings upon the Standby Letters of Credit. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Obligations in full, the Borrower will be liable for the deficiency, together with interest thereon, at Lender's sole discretion)the maximum rate allowable by law, and thenthe costs and expenses of collection of such deficiency, upon full including (to the extent permitted by law) without limitation, attorneys' fees, expenses and final payment of the Obligations, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender and shall pay to Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateraldisbursements.

Duties After Default. After the occurrence and during the continuance of an Event of Default, The Borrower will, at Lender's the Lenders' request, assemble all Collateral and make it available to Lender at places which Lender may reasonably select, whether the Lenders at the premises of the Borrower or elsewhere, and will make available to Lender the Lenders all premises and facilities of the Borrower for the purpose of Lender the Lenders taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable shall not have been delivered or shall be claimed to be defective by any customer, Lender the Lenders shall have the right in its sole discretion to use and deliver to such customer any goods of the Borrower to fulfill such order, contract or the like so as to make good any such Receivable. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender the Lenders shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as Lender the Lenders shall deem appropriate, provided that Lender but the Lenders shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all attorneys' reasonable attorney's and professionals' professional fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at Lender's the Lenders' sole discretion); provided, and thenhowever, upon full and final payment that in the case of funds to be applied against the Obligationsprincipal balance of any Note, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically the Borrower shall be reinstated without any further action entitled to specify application to the Supplemental Term Note by Borrower and Lendernotice in writing to the Lenders concurrently with such application. The Borrower shall be liable to Lender the Lenders and shall pay to Lender the Lenders on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateral.

Duties After Default. After the occurrence and during the continuance of an Event of Default, the Borrower will, at Lenderthe Bank's request, assemble all Collateral and make it available to Lender the Bank at places which Lender the Bank may reasonably select, whether at the premises of the Borrower or elsewhere, elsewhere and will make available to Lender the Bank all premises and facilities of the Borrower for the purpose of Lender the Bank taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable Account shall not have been delivered or shall be claimed to be defective by any customer, Lender the Bank shall have the right in its sole discretion to use and deliver to such customer any goods of the Borrower to fulfill such order, contract or the like so as to make good any such ReceivableAccount. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender the Bank shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as Lender the Bank shall deem appropriate, provided that Lender but the Bank shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds Proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all reasonable attorneys' and professionals' professional fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest balance to be held as cash collateral for the Borrower's reimbursement Obligations with respect to drawings upon Standby Letters of Credit. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Obligations in full, the Borrower will be liable for the deficiency, together with interest thereon, at Lender's sole discretion)the maximum rate allowable by law, and thenthe costs and expenses of collection of such deficiency, upon full including (to the extent permitted by law) without limitation, attorneys' fees, expenses and final payment of the Obligations, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender and shall pay to Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateraldisbursements.

Duties After Default. After the occurrence and during the continuance of an Event of Default, The Borrower will, at the Lender's request, assemble all Collateral and make it available to the Lender at places which Lender may reasonably select, whether at the premises of the Borrower or elsewhere, and will make available to the Lender all premises and facilities of the Borrower for the purpose of the Lender taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable shall not have been delivered or shall be claimed to be defective by any customer, the Lender shall have the right in its sole discretion to use and deliver to such customer any goods of the Borrower to fulfill such order, contract or the like so as to make good any such Receivable. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, the Lender shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as the Lender shall deem appropriate, provided that but the Lender shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all attorneys' reasonable attorney's and professionals' professional fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at the Lender's sole discretion); provided, and thenhowever, upon full and final payment that in the case of funds to be applied against the Obligationsprincipal balance of any Note, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically the Borrower shall be reinstated without any further action entitled to specify application to the Supplemental Term Note by Borrower and Lendernotice in writing to the Lender concurrently with such application. The Borrower shall be liable to the Lender and shall pay to the Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateral.

Duties After Default. After the occurrence and during the continuance of an Event of Default, Borrower will, at Lender's ’s request, assemble all Collateral and make it available to Lender at places which Lender may reasonably select, whether at the premises of Borrower or elsewhere, and will make available to Lender all premises and facilities of Borrower for the purpose of Lender taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable shall not have been delivered or shall be claimed to be defective by any customer, Lender shall have the right in its sole discretion to use and deliver to such customer any goods of Borrower to fulfill such order, contract or the like so as to make good any such Receivable. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender shall have the right, but shall not be obligated, to effectuate such repair, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as Lender shall deem appropriate, provided that Lender shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all attorneys' ’ and professionals' ’ fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at Lender's ’s sole discretion), and then, upon full and final payment of the Obligations, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender and shall pay to Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateral.

Duties After Default. After In the event a security interest is granted to -------------------- Fleet pursuant to Article VII of this Agreement, Fleet may at any time, after the occurrence and during the continuance of an Event of Default, at its sole discretion: (a) require the Borrower will, at Lender's request, to assemble all Collateral of its business assets and make it available to Lender Fleet at places which Lender Fleet may reasonably select, whether at the premises of Borrower or elsewhere, select and will make available to Lender Fleet all premises and facilities of Borrower for the purpose of Lender Fleet taking possession of Collateral the Borrower's business assets or of removing or putting the Collateral Borrower's business assets in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice invoice, or other instrument or agreement evidencing or purporting to give rise to any Receivable Account shall not have been delivered or shall be claimed to be defective by any customer, Lender Fleet shall have the right in its sole discretion to use and deliver to such customer any goods of Borrower to fulfill such order, contract or the like so as to make good any such ReceivableAccount. If any Collateral of the Borrower's business assets shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender Fleet shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing processing, or completion of manufacturing for the purpose of putting the same in such salable form as Lender Fleet shall deem appropriate, provided that Lender but Fleet shall nonetheless have the right to sell or dispose of any of such Collateral Borrower's business assets without such processing. . (b) The net cash proceeds resulting from the collection, liquidation, sale, lease lease, or other disposition of Collateral the Borrower's business assets shall be applied first to the expenses (expenses, including all reasonable attorneys' and professionals' professional fees) , of retaking, holding, storing, processing processing, and preparing for sale, selling, collecting, liquidating liquidating, and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at LenderFleet's sole discretion), discretion and then, upon full and final payment the balance of the Obligationsproceeds, and unless otherwise prohibited by court order or lawif any, shall be paid to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender Fleet and shall pay to Lender Fleet on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateralthe Borrower's business assets.

Duties After Default. After the occurrence and during the continuance of an Event of Default, (a) Borrower will, at LenderFleet's request, assemble all Collateral and make it available to Lender Fleet at places which Lender Fleet may reasonably select, whether at the premises of Borrower or elsewhere, select and will make available to Lender Fleet all premises and facilities of Borrower for the purpose of Lender Fleet taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice invoice, or other instrument or agreement evidencing or purporting to give rise to any Receivable Account shall not have been delivered or shall be claimed to be defective by any customer, Lender Fleet shall have the right in its sole discretion to use and deliver to such customer any goods of Borrower to fulfill such order, contract or the like so as to make good any such ReceivableAccount. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender Fleet shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing processing, or completion of manufacturing for the purpose of putting the same in such salable form as Lender Fleet shall deem appropriate, provided that Lender but Fleet shall nonetheless have the right to sell or dispose of such Collateral without such processing. . (b) The net cash proceeds resulting from the collection, liquidation, sale, lease lease, or other disposition of Collateral shall be applied first to the expenses (expenses, including all reasonable attorneys' and professionals' professional fees) , of retaking, holding, storing, processing processing, and preparing for sale, selling, collecting, liquidating liquidating, and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at LenderFleet's sole discretion), discretion and then, upon full and final payment the balance of the Obligationsproceeds, and unless otherwise prohibited by court order or lawif any, shall be paid to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender Fleet and shall pay to Lender Fleet on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateral.

Duties After Default. After Upon the occurrence and during the continuance of an Event of Default, the Borrower will, at Lenderthe Bank's request, assemble all Collateral and make it available to Lender the Bank at places which Lender the Bank may reasonably select, whether at the premises of the Borrower or elsewhere, elsewhere and will make available to Lender the Bank all premises and facilities of the Borrower for the purpose of Lender the Bank taking possession of Collateral or of removing or putting the Collateral in salable form. In the event that Lender elects to exercise its right to take possession and control of any Collateral, and any goods called for in any sales order, contract, invoice or other instrument or agreement evidencing or purporting to give rise to any Receivable Account shall not have been delivered or shall be claimed to be defective by any customer, Lender the Bank shall have the right in its sole discretion to use and deliver to such customer any goods of the Borrower to fulfill such order, contract or the like so as to make good any such ReceivableAccount. If any Collateral shall require repairing, maintenance, preparation, or the like, or is in process or other unfinished state, Lender the Bank shall have the right, but shall not be obligated, to effectuate do such repairrepairing, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such salable form as Lender the Bank shall deem appropriate, provided that Lender but the Bank shall nonetheless have the right to sell or dispose of such Collateral without such processing. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of Collateral shall be applied first to the expenses (including all attorneys' reasonable attorney's and professionals' professional fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like such collateral, and then to the satisfaction of all Obligations, (application as to any particular Obligations or against principal or interest to be at Lenderthe Bank's sole discretion). In the event the proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the proceeds from the collection of the Accounts of the Borrower, are insufficient to pay all of the Obligations in full, the Borrower will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and thenthe costs and expenses of collection of such deficiency, upon full including without limitation, attorneys' fees, expenses and final payment of the Obligations, and unless otherwise prohibited by court order or law, to Borrower, it being agreed that if any such payment made to Lender is recovered from or repaid by Lender in whole or in part in any bankruptcy, insolvency or similar proceeding instituted by or against Borrower, this Agreement automatically shall be reinstated without any further action by Borrower and Lender. Borrower shall be liable to Lender and shall pay to Lender on demand any deficiency which may remain after such sale, disposition, collection or liquidation of Collateraldisbursements.