Common use of Immediately upon the occurrence and during Clause in Contracts

Immediately upon the occurrence and during. the continuance of any Event of Default, CIT may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT may use, at the Debtor's expense, such of the Debtor's personnel, supplies or space at the Debtor's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Debtor or CIT, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Debtor or CIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CIT's sole option and discretion, and CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Debtor; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT shall have the right, without notice or advertisement (except as required by the UCC), to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Debtor or CIT, or in the name of such other party as CIT may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT shall deem appropriate and any such costs shall be deemed an Obligation hereunder. The Debtor agrees, at the request of CIT, to assemble the Inventory and Equipment and to make it available to CIT at premises of the Debtor or at such other location as CIT may reasonably request and to make available to CIT the premises and facilities of the Debtor for the purpose of CIT's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CIT's exercise of any of the foregoing rights, (after deducting all charges, costs and expenses; including reasonable attorneys' fees) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Debtor shall remain liable to CIT for any deficiencies, and CIT in turn agrees to remit to the Debtor or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Debtor hereby indemnifies CIT and holds CIT harmless from any and all reasonable costs, expenses, claims, liabilities and Out-of-Pocket Expenses, incurred or imposed on CIT by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Debtor, the Debtor as debtor-in-possession, any secured or unsecured creditors of the Debtor, any trustee or receiver in bankruptcy, or otherwise), and the Debtor hereby agrees to so indemnify and hold CIT harmless, absent CIT's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CIT, may establish such reserves for Obligations hereunder (including any contingent Obligations) in accordance with Section 7.12. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to CIT on the Real Estate shall govern the rights and remedies of CIT thereto.

Immediately upon the occurrence and during. the continuance of any Event of Default, CIT the Lender may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT the Lender may use, at the Debtor's Companies’ expense, such of the Debtor's Companies’ personnel, supplies or space at the Debtor's Companies’ places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Debtor Companies or CITthe Lender, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Debtor Companies or CITthe Lender; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CIT's the Lender’s sole option and discretion, and CIT the Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the DebtorCompanies; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT The Lender shall have the right, without notice or advertisement (except as required by the UCC)advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Debtor Companies or CITthe Lender, or in the name of such other party as CIT the Lender may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representationsrepresentations (including but not limited to warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT the Lender in its sole discretion Sole Discretion may deem advisable, and CIT the Lender shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT the Lender shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT the Lender shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by CIT pursuant to this paragraph shall not affect commercial reasonableness of the sale. The Debtor agreesCompanies agree, at the request of CITthe Lender, to assemble the Inventory and Equipment and to make it available to CIT the Lender at premises of the Debtor Companies or at such other location as CIT may reasonably request elsewhere and to make available to CIT the Lender the premises and facilities of the Debtor Companies for the purpose of CIT's the Lender’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CIT's the Lender’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses; , including reasonable attorneys' ’ fees) shall be applied by CIT the Lender to the payment of the Obligations, whether due or to become due, in such order as CIT the Lender may elect, and the Debtor Companies shall remain liable to CIT the Lender for any deficiencies, and CIT the Lender in turn agrees to remit to the Debtor Companies or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Debtor Companies hereby indemnifies CIT the Lender and holds CIT the Lender harmless from any and all reasonable out-of-pocket costs, expenses, claims, liabilities and liabilities, Out-of-Pocket ExpensesExpenses or otherwise, incurred or imposed on CIT the Lender by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the DebtorCompanies, the Debtor Companies as debtor-in-possession, any secured or unsecured creditors of the DebtorCompanies, any trustee or receiver in bankruptcy, or otherwise), and the Debtor Companies hereby agrees agree to so indemnify and hold CIT the Lender harmless, absent CIT's the Lender’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CITthe Lender, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in accordance with Section 7.12its Sole Discretion. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to CIT the Lender on the Real Estate shall govern the rights and remedies of CIT the Lender thereto.

Immediately upon the occurrence and during. the continuance continuation of any Event of Default, CIT the Agent may, to the extent permitted by law: (aA) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT the Agent may use, at the DebtorCompany's expense, such of the DebtorCompany's personnel, supplies or space at the DebtorCompany's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (bB) bring suit, in the name of the Debtor Company or CITthe Agent on behalf of the Lenders, and generally shall have all other rights respecting said Accounts, including without limitation the right to: I) accelerate or extend the time of payment, II) settle, compromise, release in whole or in part any amounts owing on any Accounts and III) issue credits in the name of the Debtor Company or CITthe Agent; (cC) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventorymerchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CITthe Agent's sole option and discretion, and CIT the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the DebtorCompany; (dD) foreclose the its security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment Inventory and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; same and (eE) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT The Agent shall have the right, without notice or advertisement (except as required by the UCC)advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, Collateral whether in its then condition or after further preparation or processing, in the name of the Debtor Company or CITthe Agent, or in the name of such other party as CIT the Agent may designate, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such other terms and conditions as CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 34 repairing, maintenance or preparation, CIT the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT the Agent shall deem appropriate and any such costs shall be deemed an Obligation hereunderappropriate. The Debtor Company agrees, at the request of CITthe Agent, to assemble the Inventory and Equipment and to make it available to CIT the Agent at premises of the Debtor Company or at such other location as CIT may reasonably request elsewhere and to make available to CIT the Agent the premises and facilities of the Debtor Company for the purpose of CITthe Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. If However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CITthe Agent's exercise of any of the foregoing rights, (after deducting all charges, costs and expenses; , including reasonable attorneys' fees) shall be applied by CIT the Agent to the payment of the Company's Obligations, whether due or to become due, in such order as CIT the Agent may elect, and the Debtor Company shall remain liable to CIT the Agent and the Lenders for any deficiencies, and CIT the Agent in turn agrees to remit to the Debtor Company or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Debtor hereby indemnifies CIT and holds CIT harmless from any and all reasonable costs, expenses, claims, liabilities and Out-of-Pocket Expenses, incurred or imposed on CIT by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Debtor, the Debtor as debtor-in-possession, any secured or unsecured creditors of the Debtor, any trustee or receiver in bankruptcy, or otherwise), and the Debtor hereby agrees to so indemnify and hold CIT harmless, absent CIT's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CIT, may establish such reserves for Obligations hereunder (including any contingent Obligations) in accordance with Section 7.12. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to CIT on the Real Estate shall govern the rights and remedies of CIT thereto.

Immediately upon the occurrence and during. the continuance of any Event of Default, CIT the Lender may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or CIT the Lender may use, at the Debtor's Companies’ expense, such of the Debtor's Companies’ personnel, supplies or space at the Debtor's Companies’ places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Debtor Companies or CITthe Lender, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Debtor Companies or CITthe Lender; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at CIT's the Lender’s sole option and discretion, and CIT the Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the DebtorCompanies; (d) foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT The Lender shall have the right, without notice or advertisement (except as required by the UCC)advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Debtor Companies or CITthe Lender, or in the name of such other party as CIT the Lender may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representationsrepresentations (including but not limited to warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT the Lender in its sole discretion may deem advisable, and CIT the Lender shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT the Lender shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT the Lender shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by CIT pursuant to this paragraph shall not affect commercial reasonableness of the sale. The Debtor agreesCompanies agree, at the request of CITthe Lender, to assemble the Inventory and Equipment and to make it available to CIT the Lender at premises of the Debtor Companies or at such other location as CIT may reasonably request elsewhere and to make available to CIT the Lender the premises and facilities of the Debtor Companies for the purpose of CIT's the Lender’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from CIT's the Lender’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses; , including reasonable attorneys' ’ fees) shall be applied by CIT the Lender to the payment of the Obligations, whether due or to become due, in such order as CIT the Lender may elect, and the Debtor Companies shall remain liable to CIT the Lender for any deficiencies, and CIT the Lender in turn agrees to remit to the Debtor Companies or its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Debtor Companies hereby indemnifies CIT the Lender and holds CIT the Lender harmless from any and all reasonable out-of-pocket costs, expenses, claims, liabilities and liabilities, Out-of-Pocket ExpensesExpenses or otherwise, incurred or imposed on CIT the Lender by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the DebtorCompanies, the Debtor Companies as debtor-in-possession, any secured or unsecured creditors of the DebtorCompanies, any trustee or receiver in bankruptcy, or otherwise), and the Debtor Companies hereby agrees agree to so indemnify and hold CIT the Lender harmless, absent CIT's the Lender’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the foregoing) have been finally and indefeasibly paid in full. In furtherance thereof CITthe Lender, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in accordance with Section 7.12its reasonable business judgment. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to CIT the Lender on the Real Estate shall govern the rights and remedies of CIT the Lender thereto.