Common use of Immediately upon the occurrence of any Event of Default Clause in Contracts

Immediately upon the occurrence of any Event of Default. the Agent may at its option, or shall at the direction of the Required Lenders, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, software, documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Obligors' expense, such of the Obligors' personnel, supplies or space at the Companies' places of business or otherwise, as may be necessary to properly collect and realize upon the Accounts; (b) bring suit, in the name of any of the Companies or the Agent, 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 any of the Companies 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 or the Lenders may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the Companies; (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. The Agent shall have the right, without notice or advertisement (other than notice required by law), 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 any of the Companies 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 and the Lenders shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 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 and Equipment in such saleable form as the Agent shall deem appropriate. Each of the Obligors agree, at the request of the Agent, to make the Inventory and Equipment available to the Agent at the premises where such Equipment and Inventory is then located and to make available to the Agent the premises and facilities of any of the Companies for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment 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 any of the Companies' Obligations, whether due or to become due, in such order as the Agent may elect, and each of the Companies shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the 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. Each of the Companies hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders by reason of exercise of any rights, remedies and interests hereunder, including without limitation from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' interests in Collateral (including pursuant to any claims brought by any of the Companies, any of the Companies as debtor-in-possession, any secured or unsecured creditors of any of the Companies, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies hereby agrees to so indemnify and hold the Agent and the Lenders harmless, absent the Agent's, or the Lenders', as applicable, 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 without limitation the foregoing and any contingent obligations) have been finally and indefeasibly paid in full. In furtherance thereof the Agent may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgement.

Immediately upon the occurrence of any Event of Default. the Agent may at its option, or shall at the direction of the Required Lenders, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, software, documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the ObligorsCompanies' expense, such of the ObligorsCompanies' personnel, supplies or space at the Companies' places of business or otherwise, as may be necessary to properly collect and realize upon the Accounts; (b) bring suit, in the name of any of the Companies or the Agent, 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 any of the Companies 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 or the Lenders may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the Companies; (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. The Agent shall have the right, without notice or advertisement (other than notice required by law)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 any of the Companies 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 and the Lenders shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 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 and Equipment in such saleable form as the Agent shall deem appropriate. Each of the Obligors agreeCompanies agrees, at the request of the Agent, to make assemble the Inventory and Equipment and to make it available to the Agent at premises of any of the premises where such Equipment and Inventory is then located Companies or elsewhere and to make available to the Agent the premises and facilities of any of the Companies for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment 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 any of the Companies' Obligations, whether due or to become due, in such order as the Agent may elect, and each of the Companies shall remain liable to the Agent for any deficienciesdeficiences, and the Agent in turn agrees to remit to the 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. Each of the Companies hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders by reason of exercise of any rights, remedies and interests hereunder, including without limitation from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' interests in Collateral (including pursuant to any claims brought by any of the Companies, any of the Companies as debtor-in-possession, any secured or unsecured creditors of any of the Companies, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies hereby agrees to so indemnify and hold the Agent and the Lenders harmless, absent the Agent's, or the Lenders', as applicable, 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 without limitation the foregoing and any contingent obligations) have been finally and indefeasibly paid in full. In furtherance thereof the Agent may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgement.

Immediately upon the occurrence of any Event of Default. the Agent may at its option, or shall and at the direction of the Required Lenders, Lenders shall to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, software, documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Obligors' Company's expense, such of the Obligors' Company's personnel, supplies or space at the Companies' Company's places of business or otherwise, as may be necessary to properly collect administer and realize upon control the AccountsAccounts or the handling of collections and realizations thereon; (b) bring suit, in the name of any the Company or the Agent on behalf of the Companies or the AgentLenders, 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 any of the Companies 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 or the Lenders may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the CompaniesCompany; (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 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 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 (other than notice required by law)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 any of the Companies 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 and the Lenders shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 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 and Equipment in such saleable form as the Agent shall deem appropriate. Each of the Obligors agreeThe Company agrees, at the request of the Agent, to make assemble the Inventory and Equipment to make it available to the Agent at premises of the premises where such Equipment and Inventory is then located Company or elsewhere and to make available to the Agent the premises and facilities of any of the Companies Company for the purpose of the Agent's taking possession of, removing or putting the Inventory and Equipment in saleable form. However, if notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days' 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, rights (after deducting all charges, costs and expenses, including reasonable attorneys' fees) shall be applied by the Agent to the payment of any of the Companies' Company's Obligations, whether due or to become due, in such order as the Agent may elect, and each of the Companies Company shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies 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. Each of the Companies hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders by reason of exercise of any rights, remedies and interests hereunder, including without limitation from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' interests in Collateral (including pursuant to any claims brought by any of the Companies, any of the Companies as debtor-in-possession, any secured or unsecured creditors of any of the Companies, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies hereby agrees to so indemnify and hold the Agent and the Lenders harmless, absent the Agent's, or the Lenders', as applicable, 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 without limitation the foregoing and any contingent obligations) have been finally and indefeasibly paid in full. In furtherance thereof the Agent may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgement.

Immediately upon the occurrence of any Event of Default. the Agent may at its option, or shall at the direction of the Required LendersCIT may, to the extent permitted by law: (a) remove from any premises where same may be located copies of any and all books and records, softwarecomputers, 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 Obligors' Company's expense, such of the Obligors' Company's personnel, supplies or space at the Companies' Company's places of business or otherwise, as may be necessary to properly collect administer and realize upon control the AccountsAccounts or the handling of collections and realizations thereon; (b) bring suit, in the name of any of the Companies Company or the AgentCIT, 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 any of the Companies Company or the AgentCIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandiseInventory, in any commercially reasonable manner, 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 or the Lenders CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the CompaniesCompany; (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 same; and (e) 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 advertisement (other than notice required by law)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 any of the Companies Company 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 and the Lenders CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is reasonably necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriatereasonably appropriate and any such costs shall be deemed an Obligations hereunder. Each of the Obligors agreeThe Company agrees, at the request of the AgentCIT, to make assemble the Inventory and Equipment and to make it available to CIT at premises of the Agent at the premises where such Equipment and Inventory is then located Company or elsewhere and to make available to the Agent CIT the premises and facilities of any of the Companies Company 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' days notice shall constitute reasonable notification and full compliance with the lawnotification. The net cash proceeds resulting from the AgentCIT's exercise of any of the foregoing rights, (after deducting all reasonable charges, costs and expenses, including reasonable attorneys' fees) shall be applied by the Agent CIT to the payment of any of the Companies' Obligations, whether due or to become due, in such order as the Agent CIT may elect, and each of the Companies Company shall remain liable to the Agent CIT for any deficiencies, and the Agent CIT in turn agrees to remit to the Companies 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. Each of the Companies hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders by reason of exercise of any rights, remedies and interests hereunder, including without limitation from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' interests in Collateral (including pursuant to any claims brought by any of the Companies, any of the Companies as debtor-in-possession, any secured or unsecured creditors of any of the Companies, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies hereby agrees to so indemnify and hold the Agent and the Lenders harmless, absent the Agent's, or the Lenders', as applicable, 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 without limitation the foregoing and any contingent obligations) have been finally and indefeasibly paid in full. In furtherance thereof the Agent may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgement.any

Immediately upon the occurrence of any Event of Default. the Agent may at its option, or shall at the direction of the Required LendersLender may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, softwarecomputers, 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 ObligorsCompanies' expense, such of the Obligors' any Company's personnel, supplies or space at the Companies' any Company's places of business or otherwise, as may be necessary to properly collect administer and realize upon control the AccountsAccounts or the handling of collections and realizations thereon; (b) bring suit, in the name of any of the Companies Company or the AgentLender, 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 any of the Companies Company or the AgentLender; (c) 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 AgentLender's sole option and discretion, and the Agent or the Lenders Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the CompaniesCompany; (d) foreclose the security interests in the Collateral created herein or by the other 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 same; and (e) 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 (other than notice required by law)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 any of the Companies Company 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 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 and the Lenders Lender shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 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 Obligations hereunder. Any action taken by the Lender pursuant to this paragraph shall not affect the commercial reasonableness of the sale. Each of the Obligors agreeCompany agrees, at the request of the AgentLender, to make assemble the Inventory and Equipment and to make it available to the Agent Lender at the premises where such Equipment and Inventory is then located of any Company or elsewhere and to make available to the Agent Lender the premises and facilities of any of the Companies Company for the purpose of the AgentLender'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' days prior written notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the AgentLender'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 any of the Companies' Obligations, whether due or to become due, in such order as the Agent Lender may elect, and each of the Companies Company shall remain jointly and severally liable to the Agent Lender for any deficiencies, and the Agent Lender in turn agrees to remit to the Companies or its their 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. Each of the Companies Company hereby jointly and severally indemnifies the Agent and the Lenders Lender and holds the Agent and the Lenders Lender harmless from any and all reasonable costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders Lender by reason of the exercise of any of its rights, remedies and interests hereunder, including including, without limitation limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' its interests in Collateral (including pursuant to any claims brought by any of the CompaniesCompany, any of the Companies Company as debtor-in-possession, any secured or unsecured creditors of any of the CompaniesCompany, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies Company hereby agrees to so indemnify and hold the Agent and the Lenders Lender harmless, absent the Agent's, or the Lenders', as applicable, 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 without limitation the foregoing and any contingent obligationsforegoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent Lender, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgementjudgment. 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 of any Event of Default. the Agent may at its option, or shall and at the direction request of the Required LendersLenders shall, to the extent permitted by law: (aA) remove from any premises where same may be located any and all books and records, softwarecomputers, 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 may use, at the ObligorsCompanies' expense, such of the Obligors' any Company's personnel, supplies or space at the Companies' any Company's places of business or otherwise, as may be necessary to properly collect administer and realize upon control the AccountsAccounts or the handling of collections and realizations thereon; (bB) bring suit, in the name of any Company or the Agent on behalf of the Companies or the AgentLenders, 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 any of the Companies Company or the Agent; (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 Agent's sole option and discretion, and the Agent or the Lenders any Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the CompaniesCompany; (dD) foreclose the security interests in the Collateral created herein or by the other 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 same; and (eE) 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 (other than notice required by law)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 any of the Companies 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 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 in its sole discretion may deem advisable, and the Agent and the Lenders shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 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 and Equipment in such saleable form as the Agent shall deem appropriateappropriate and any such costs shall be deemed an Obligations hereunder. Any action taken by the Agent pursuant to this Paragraph shall not affect the commercial reasonableness of the sale. Each of the Obligors agreeCompany agrees, at the request of the Agent, to make assemble the Inventory and Equipment and to make it available to the Agent at the premises where such Equipment and Inventory is then located of any Company or elsewhere and to make available to the Agent the premises and facilities of any of the Companies Company for the purpose of the Agent'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' days prior written 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 any of the Companies' Obligations, whether due or to become due, in such order as the Agent may elect, and each of the Companies Company shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or its their 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. Each of the Companies Company hereby jointly and severally indemnifies the Agent and the Lenders and holds the Agent and the Lenders each Lender harmless from any and all reasonable costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders or such Lender by reason of the exercise of any of its rights, remedies and interests hereunder, including including, without limitation limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' its interests in Collateral (including pursuant to any claims brought by any of the CompaniesCompany, any of the Companies Company as debtor-in-possession, any secured or unsecured creditors of any of the CompaniesCompany, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies Company hereby agrees to so indemnify and hold the Agent and the Lenders harmless, absent the Agent's, or the Lenders', as applicable, '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 without limitation the foregoing and any contingent obligationsforegoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent Agent, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgementjudgment. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to the Agent on the Real Estate shall govern the rights and remedies of the Agent and the Lenders thereto.

Immediately upon the occurrence of any Event of Default. the Agent may at its optionmay, or shall at without prior notice to the direction of the Required LendersCompany, to the extent permitted by lawapplicable law or regulation: (a) remove from any premises where same may be located any and all books and records, softwarecomputers, electronic media and software programs, documents, instruments, files and records to the extent constituting Collateral (including any electronic records, contracts and signatures solely pertaining thereto), and any receptacles or cabinets solely containing same, relating to the Accounts, or the Agent may use, at the Obligors' expense, such of the Obligors' personnel, supplies or space at the Companies' places of business or otherwiseCollateral, as may be reasonably necessary to properly collect administer and realize upon control the AccountsReceivables or the handling of collections and realizations thereon; (b) bring suit, in the name of any of the Companies Company or the Agent, and generally shall have all other rights respecting said AccountsReceivables, 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 Receivables and issue credits in the name of any of the Companies Company or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandiseCollateral, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent's ’s sole option and discretion, and the Agent or the Lenders may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the CompaniesCompany; (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 otherwiseotherwise including all rights and remedies of a secured party under the UCC; and (f), notify Obligors and parties to the Contracts, that the Collateral and the right, title and interest of the Company in and under the Collateral has been assigned to the Agent, and that payments shall be made directly to the Agent (upon the request of the Agent, the Company shall so notify the Obligors and parties to the Contracts). The Subject to applicable law and regulation, the Agent shall have the right, without notice or advertisement (other than notice required by law)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 any of the Companies 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 ’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 in its sole discretion may deem advisable, and the Agent and the Lenders shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, Any action taken by the Agent pursuant to this paragraph shall have the right, at its option, to do such not affect commercial reasonableness of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriatesale. Each of the Obligors agree, at the request of the Agent, to make the Inventory and Equipment available to the Agent at the premises where such Equipment and Inventory is then located and to make available to the Agent the premises and facilities of any of the Companies for the purpose of the Agent'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' days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent's ’s exercise of any of the foregoing rights, (after deducting all charges, costs and expenses, including reasonable external attorneys' ’ fees) shall be applied by the Agent to the payment of any of the Companies' Obligations, whether due or to become due, in such order as the Agent may elect, and each of the Companies Company shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Companies 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. Each of the Companies The Company hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders by reason of the exercise of any of its rights, remedies and interests hereunder, including including, without limitation limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' its interests in Collateral (including pursuant to any claims brought by any of the CompaniesCompany, any of the Companies Company as debtor-in-possession, any secured or unsecured creditors of any of the CompaniesCompany, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies Company hereby agrees to so indemnify and hold the Agent and the Lenders harmless, absent the Agent's, or the Lenders', as applicable, ’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 without limitation the foregoing and any contingent obligationsforegoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent Agent, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgementjudgment.

Immediately upon the occurrence of any Event of Default. the Agent may at its option, or shall at the direction of the Required LendersCIT may, to the extent permitted by law: (a) remove from any premises where same may be located any and all books and records, softwarecomputers, 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 Obligors' Company's expense, such of the Obligors' Company's personnel, supplies or space at the Companies' Company's places of business or otherwise, as may be necessary to properly collect administer and realize upon control the AccountsAccounts or the handling of collections and realizations thereon; (b) bring suit, in the name of any of the Companies Company or the AgentCIT, 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 any of the Companies Company or the AgentCIT; (c) to the extent permitted by law, 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 or the Lenders CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by each of the CompaniesCompany; (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 otherwiseotherwise to the extent permitted by law. The Agent CIT shall have the right, without notice or advertisement (other than notice required by law)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 any of the Companies Company 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 and the Lenders CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, 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. Each of the Obligors agreeThe Company agrees, at the request of the AgentCIT, to make assemble the Inventory and Equipment and to make it available to CIT at premises of the Agent at the premises where such Equipment and Inventory is then located Company or elsewhere and to make available to the Agent CIT the premises and facilities of any of the Companies Company 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' days prior written 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 reasonable charges, costs and expenses, including reasonable attorneys' fees) shall be applied by the Agent CIT to the payment of any of the Companies' Obligations, whether due or to become due, in such order as the Agent CIT may elect, and each of the Companies Company shall remain liable to the Agent CIT for any deficiencies, and the Agent CIT in turn agrees to remit to the Companies 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. Each of the Companies The Company hereby indemnifies the Agent and the Lenders CIT and holds the Agent and the Lenders CIT harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent and/or the Lenders CIT by reason of the exercise of any of its rights, remedies and interests hereunder, including including, without limitation limitation, from any sale or transfer of Collateral, preserving, maintaining or securing the Collateral, defending its, the Agent's and/or the Lenders' its interests in Collateral (including pursuant to any claims brought by any of the CompaniesCompany, any of the Companies Company as debtor-in-possession, any secured or unsecured creditors of any of the CompaniesCompany, any trustee or receiver in bankruptcy, or otherwise), and each of the Companies Company hereby agrees to so indemnify and hold the Agent and the Lenders CIT harmless, absent CIT's breach of the Agent's, mandatory provisions of the UCC or the Lenders', as applicable, its 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 without limitation the foregoing and any contingent obligationsforegoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent CIT, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgementPermitted Discretion. 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.