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

Immediately upon the occurrence and during. the continuation of any Event of Default, the Agent may, to the extent permitted by law: (A) remove from any premises where same may be located any and all documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Company's expense, such of the Company's personnel, supplies or space at the Company'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 Company or the 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 Company or the Agent; (C) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's sole option and discretion, and 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 Company; (D) foreclose its security interests in the Collateral by any available judicial procedure, or to take possession of any or all of the Inventory and/or Other Collateral without judicial process, and to enter any premises where any Inventory 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. The Agent shall have the right, without notice or 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 Company or the Agent, or in the name of such other party as 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 the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. If any Inventory shall require rebuilding, 34 repairing, maintenance or preparation, 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 in such saleable form as the Agent shall deem appropriate. The Company agrees, at the request of the Agent, to assemble the Inventory and to make it available to the Agent at premises of the Company or elsewhere and to make available to the Agent the premises and facilities of the Company for the purpose of the Agent's taking possession of, removing or putting the Inventory in saleable form. 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 the Agent's exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys' fees) shall be applied by the Agent to the payment of the Company's Obligations, whether due or to become due, in such order as the Agent may elect, and the Company shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the 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.

Immediately upon the occurrence and during. the continuation continuance of any Event of Default, the Agent CIT 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 the Agent CIT may use, at the CompanyDebtor's expense, such of the CompanyDebtor's personnel, supplies or space at the CompanyDebtor'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 Company Debtor or the Agent on behalf of the LendersCIT, 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 Company Debtor or the AgentCIT; (Cc) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandiseInventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the AgentCIT's sole option and discretion, and the Agent 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 CompanyDebtor; (Dd) foreclose its 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 Inventory 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 same; and (Ee) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent CIT shall have the right, without notice or advertisementadvertisement (except as required by the UCC), 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 Company Debtor or the AgentCIT, or in the name of such other party as the Agent 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 the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 34 repairing, maintenance or preparation, the Agent 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 the Agent CIT shall deem appropriateappropriate and any such costs shall be deemed an Obligation hereunder. The Company Debtor agrees, at the request of the AgentCIT, to assemble the Inventory and Equipment and to make it available to the Agent CIT at premises of the Company Debtor or elsewhere at such other location as CIT may reasonably request and to make available to the Agent CIT the premises and facilities of the Company Debtor for the purpose of the AgentCIT's taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if 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 the AgentCIT's exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, ; including reasonable attorneys' fees) shall be applied by the Agent CIT to the payment of the Company's Obligations, whether due or to become due, in such order as the Agent CIT may elect, and the Company Debtor shall remain liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to the Company 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 continuation continuance of any Event of Default, the Agent Lender 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 the Agent Lender may use, at the Company's Companies’ expense, such of the Company's Companies’ personnel, supplies or space at the Company'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; (Bb) bring suit, in the name of the Company Companies or the Agent on behalf of the LendersLender, 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 Company Companies or the AgentLender; (Cc) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisementInventory, at public or private sale, for cash, on credit or otherwise, at the Agent's Lender’s sole option and discretion, and the Agent 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 CompanyCompanies; (Dd) foreclose its 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 Inventory 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 same; and (Ee) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent Lender shall have the right, without notice or 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 Company Companies or the AgentLender, or in the name of such other party as the Agent 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 the Agent Lender in its sole discretion may deem advisable, and the Agent Lender shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 34 repairing, maintenance or preparation, the Agent 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 the Agent Lender shall deem appropriateappropriate 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 Company agreesCompanies agree, at the request of the AgentLender, to assemble the Inventory and Equipment and to make it available to the Agent Lender at premises of the Company Companies or elsewhere and to make available to the Agent Lender the premises and facilities of the Company Companies for the purpose of the Agent's Lender’s taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if 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 the Agent's Lender’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys' ’ fees) shall be applied by the Agent Lender to the payment of the Company's Obligations, whether due or to become due, in such order as the Agent Lender may elect, and the Company Companies shall remain liable to the Agent and the Lenders Lender for any deficiencies, and the Agent Lender in turn agrees to remit to the Company 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 Companies hereby indemnifies the Lender and holds the Lender harmless from any and all out-of-pocket costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on 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 Companies, the Companies as debtor-in-possession, any secured or unsecured creditors of the Companies, any trustee or receiver in bankruptcy, or otherwise), and the Companies hereby agree to so indemnify and hold the Lender harmless, absent 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 the Lender, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgment. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to the Lender on the Real Estate shall govern the rights and remedies of the Lender thereto.

Immediately upon the occurrence and during. the continuation continuance of any Event of Default, the Agent Lender 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 the Agent Lender may use, at the Company's Companies’ expense, such of the Company's Companies’ personnel, supplies or space at the Company'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; (Bb) bring suit, in the name of the Company Companies or the Agent on behalf of the LendersLender, 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 Company Companies or the AgentLender; (Cc) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisementInventory, at public or private sale, for cash, on credit or otherwise, at the Agent's Lender’s sole option and discretion, and the Agent 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 CompanyCompanies; (Dd) foreclose its 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 Inventory 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 same; and (Ee) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent Lender shall have the right, without notice or 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 Company Companies or the AgentLender, or in the name of such other party as the Agent 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 the Agent Lender in its sole discretion Sole Discretion may deem advisable, and the Agent Lender shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 34 repairing, maintenance or preparation, the Agent 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 the Agent Lender shall deem appropriateappropriate 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 Company agreesCompanies agree, at the request of the AgentLender, to assemble the Inventory and Equipment and to make it available to the Agent Lender at premises of the Company Companies or elsewhere and to make available to the Agent Lender the premises and facilities of the Company Companies for the purpose of the Agent's Lender’s taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if 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 the Agent's Lender’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable attorneys' ’ fees) shall be applied by the Agent Lender to the payment of the Company's Obligations, whether due or to become due, in such order as the Agent Lender may elect, and the Company Companies shall remain liable to the Agent and the Lenders Lender for any deficiencies, and the Agent Lender in turn agrees to remit to the Company 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 Companies hereby indemnifies the Lender and holds the Lender harmless from any and all out-of-pocket costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on 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 Companies, the Companies as debtor-in-possession, any secured or unsecured creditors of the Companies, any trustee or receiver in bankruptcy, or otherwise), and the Companies hereby agree to so indemnify and hold the Lender harmless, absent 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 the Lender, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its Sole Discretion. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to the Lender on the Real Estate shall govern the rights and remedies of the Lender thereto.