Common use of Remedies of Default Clause in Contracts

Remedies of Default. Upon the occurrence of any Event of Default, and so long as the same shall be continuing, Lessor shall have the right to declare such Schedule in default (each, a “Defaulted Schedule”) by a written notice to Lessee (without election of remedies) to that effect. Upon the making of any such declaration, Lessor shall have the right to exercise any one or more of the following remedies: (a) To take possession of any and all Cars under a Defaulted Schedule without further demand or notice wherever they may be located without any court order or process of law (but if Lessor applies for a court order or the issuance of legal process, Lessee waives any prior notice of the making of this application of the issuance of such order of legal process) and Lessee hereby waives any and all damages occasioned by such taking of possession, providing Lessor acts in a commercially reasonable manner; any such taking of possession shall not constitute termination of this Lease as to any or all such Cars unless Lessor expressly so notifies Lessee in writing. If Lessor is unable to secure possession of such Cars within thirty (30) days of any Event of Default, Lessee agrees to pay Lessor as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of the Cars specified on Appendix B to such Defaulted Schedule; (b) To terminate this Lease as to any or all Cars under a Defaulted Schedule without prejudice to Lessor’s rights in respect to obligations then accrued and remaining unsatisfied: (c) To recover from Lessee (and Lessee agrees to pay in cash the following): (i) all amounts owed by Lessee to Lessor under the Defaulted Schedule; plus either of the following as determined by Lessor: (ii) an amount equal to the Stipulated Loss Value of all Cars under a Defaulted Schedule, as of the date of the Event of Default; and (iii) the unpaid balance of the total rent for the term of the Defaulted Schedule; (d) To sell any or all Cars under a Defaulted Schedule in a public sale or private sale (after notice to Lessee of the place and time for such sale), in bulk or in parcels, for cash or on credit without having such Cars present at the place of sale and to recover from Lessee all reasonable costs of taking possession, storing, repairing, and selling such Cars (and for a period of one hundred twenty (120) days after the occurrence of an Event of Default, Lessor may use Lessee’s premises for any or all of the foregoing without liability for rent, costs damages or otherwise) or to otherwise dispose, hold, use, operate, lease to others, or keep idle such Cars all as Lessor in its sole discretion may determine and to apply the proceeds from any such action: (i) To all costs, charges and expenses incurred in taking, removing, holding, operating, repairing, selling, leasing or otherwise disposing of such Cars; then (ii) To the amounts set forth in ITEM 3, RENTAL CHARGES above and the Defaulted Schedule provided that Lessee shall pay any deficiency due Lessor; and (iii) Any surplus shall be retained by Lessor; (e) To draw upon any Letter of Credit or security deposit, if any, required under the applicable Schedule; or (f) To pursue any other remedy provided for by statute or otherwise available at law or in equity. Notwithstanding anything set forth herein, Lessor may exercise all rights and remedies hereunder independently with respect to each Schedule. Notwithstanding any repossession, or other action that Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this Lease to the extent not paid or performed by Lessee. All such remedies are cumulative and may be exercised concurrently or separately. In addition to the foregoing, Lessee shall pay Lessor’s costs and expenses incurred by reason of Lessee’s breach or default which shall include, without limitation, costs and expenses of receiving or retaking possession of the Cars under a Defaulted Schedule, storing, holding, transporting, insuring, caring for, servicing, maintaining and renting such Cars and collecting rents and professional fees and expenses with respect to or incurred by reason of the breach or default, including legal fees and expenses for advice and legal services in any actions or proceedings which Lessor may commence or in which Lessor may appear or participate to exercise or enforce any rights or remedies or to protect or preserve any rights or interests, and in all reviews of and appeals from any such actions or proceedings.

Remedies of Default. Upon (a) If not cured within the cure period, if any, provided within the relevant provision, then upon the continuance of such Event of Default Lender may, by notice to Borrower (which notice shall be deemed given automatically upon occurrence of an Event of Default referred to in paragraph (f), (g), (h), (i) or (j)), declare immediately due and payable all principal, interest and other Obligations payable hereunder and under the Promissory Note by Borrower then due and payable that would otherwise be due after the date specified in the notice (or the date such notice is deemed given), whereupon all those amounts shall become immediately due and payable, all without further diligence, presentment, demand of payment, protest or notice of any kind, all of which are expressly waived by Borrower. If any Event of Default shall occur and be continuing, Lender may exercise all rights and remedies of a secured party under the Code, and, to the extent permitted by law, all other rights and remedies granted to Lender in this Agreement, the Guarantee and the AMC Guarantee and in any other instrument or agreement securing, evidencing or relating to the Obligations. Without limiting the generality of the foregoing, if an Event of Default or Other RF Event of Default shall occur and be continuing Lender may sell the Collateral in a commercially reasonable manner as determined by Lender (subject to the limitations set forth in the Trust Agreement), instituting suit in equity or instituting other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law. If Lender opts to sell or otherwise dispose of the Collateral as one of its remedies upon an Event of Default or Other RF Event of Default, Borrower (subject to Section 2.10) and so long as Guarantor shall remain liable for any remaining deficiency upon applying the same proceeds of such sale or other disposition against any and all Obligations and Other RF Obligations, including, without limitation, the reasonable fees and disbursements of any attorneys employed by Lender to collect such deficiency. (b) Without limitation to any of the provisions or remedies set forth in Section 8.2(a), if any Event of Default shall have occurred and be continuing, Lessor Borrower may, with the consent of Lender in Lender's sole discretion, (i) make a principal payment on the Loan in such amount as Lender shall have the right to declare specify or (ii) pledge additional Collateral having such Schedule value, as determined by Lender in default (eachits sole discretion, a “Defaulted Schedule”) by a written notice to Lessee (without election of remedies) to that effect. Upon the making of any such declaration, Lessor as Lender shall have the right to exercise any one or more of the following remedies: (a) To take possession of any and all Cars under a Defaulted Schedule without further demand or notice wherever they may be located without any court order or process of law (but if Lessor applies for a court order or the issuance of legal process, Lessee waives any prior notice of the making of this application of the issuance of such order of legal process) and Lessee hereby waives any and all damages occasioned by such taking of possession, providing Lessor acts in a commercially reasonable manner; any such taking of possession shall not constitute termination of this Lease as to any or all such Cars unless Lessor expressly so notifies Lessee in writingspecify. If Lessor Lender consents to Borrower's taking such action as is unable to secure possession of such Cars within thirty (30described in this Section 8.2(b) days of any upon an Event of Default, Lessee agrees Borrower (subject to pay Lessor as liquidated damages Section 2.10) and Guarantor shall remain liable for loss any remaining deficiency between the amount of a bargain the Obligations and not the amount of the principal payment or pledge of additional Collateral made pursuant hereto, and under no circumstances shall Lender's consent to such action be construed as a penalty, the Stipulated Loss Value waiver of such deficiency or a modification of the Cars specified on Appendix B to such Defaulted Schedule; (b) To terminate this Lease as to any or all Cars under a Defaulted Schedule without prejudice to Lessor’s rights in respect to obligations then accrued and remaining unsatisfied:Obligations. (c) To recover from Lessee (In the event that Borrower shall hereinafter pledge any Collateral in addition to the Collateral pledged to Lender on the date hereof, Borrower shall, concurrently with such pledge, deliver to Lender an opinion of counsel in form and Lessee agrees substance reasonably satisfactory to pay Lender regarding priority, perfection and the absence of Liens in cash the following):respect of such Collateral. (id) all amounts owed by Lessee to Lessor under the Defaulted Schedule; plus either of the following as determined by Lessor: (ii) an amount equal Notwithstanding anything in Section 6.5 to the Stipulated Loss Value contrary, it is expressly understood and agreed that Lender shall have sole discretion in determining whether to enforce the covenants set forth in Section 6.5 or immediately to pursue the remedies set forth in this Section 8.2 upon the occurrence of all Cars under a Defaulted Schedule, material adverse change as of described in Section 8.1(n). Under no circumstances shall Lender's decision to enforce the date covenants set forth in Section 6.5 following such a material adverse change be construed as a waiver of the Event of Default; andDefault described in Section 8.1(n), or otherwise in any way modify, limit, delay or impair any rights which Lender would otherwise have pursuant to this Section 8.2. (iiie) the unpaid balance of the total rent for the term of the Defaulted Schedule; (d) To sell any or all Cars under a Defaulted Schedule in a public sale or private sale (after notice Lender shall use its reasonable efforts to Lessee of the place notify Guarantor and time for such sale), in bulk or in parcels, for cash or on credit without having such Cars present at the place of sale and to recover from Lessee all reasonable costs of taking possession, storing, repairing, and selling such Cars (and for a period of one hundred twenty (120) days after AMC upon the occurrence of an Event of Default, Lessor may use Lessee’s premises for any ; PROVIDED that the omission so to notify shall not relieve Guarantor or all of the foregoing without liability for rent, costs damages or otherwise) or to otherwise dispose, hold, use, operate, lease to others, or keep idle such Cars all as Lessor in its sole discretion may determine and to apply the proceeds AMC from any liability which it may have to Lender (or extend the period of time within which performance is required by Guarantor or AMC) in connection with such action: (i) To all costs, charges and expenses incurred in taking, removing, holding, operating, repairing, selling, leasing Event of Default or otherwise disposing from any of such Cars; then (ii) To the amounts set forth in ITEM 3, RENTAL CHARGES above and the Defaulted Schedule provided that Lessee shall pay any deficiency due Lessor; and (iii) Any surplus shall be retained by Lessor; (e) To draw upon any Letter of Credit or security deposit, if any, required its respective obligations under the applicable Schedule; or (f) To pursue any other remedy provided for by statute Guarantee or otherwise available at law or in equity. Notwithstanding anything set forth hereinthe AMC Guarantee, Lessor as the case may exercise all rights and remedies hereunder independently with respect to each Schedule. Notwithstanding any repossession, or other action that Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this Lease to the extent not paid or performed by Lessee. All such remedies are cumulative and may be exercised concurrently or separately. In addition to the foregoing, Lessee shall pay Lessor’s costs and expenses incurred by reason of Lessee’s breach or default which shall include, without limitation, costs and expenses of receiving or retaking possession of the Cars under a Defaulted Schedule, storing, holding, transporting, insuring, caring for, servicing, maintaining and renting such Cars and collecting rents and professional fees and expenses with respect to or incurred by reason of the breach or default, including legal fees and expenses for advice and legal services in any actions or proceedings which Lessor may commence or in which Lessor may appear or participate to exercise or enforce any rights or remedies or to protect or preserve any rights or interests, and in all reviews of and appeals from any such actions or proceedingsbe.

Remedies of Default. Upon (a) If not cured within the cure period, if any, provided within the relevant provision, then upon the continuance of such Event of Default Lender may, by notice to Borrower (which notice shall be deemed given automatically upon occurrence of an Event of Default referred to in paragraph (f), (g), (h), (i) or (j)), declare immediately due and payable all principal, interest and other Obligations payable hereunder and under the Promissory Note by Borrower then due and payable that would otherwise be due after the date specified in the notice (or the date such notice is deemed given), whereupon all those amounts shall become immediately due and payable, all without further diligence, presentment, demand of payment, protest or notice of any kind, all of which are expressly waived by Borrower. If any Event of Default shall occur and be continuing, Lender may exercise all rights and remedies of a secured party under the Code, and, to the extent permitted by law, all other rights and remedies granted to Lender in this Agreement, the Guarantee and the AMC Guarantee and in any other instrument or agreement securing, evidencing or relating to the Obligations. Without limiting the generality of the foregoing, if an Event of Default or Other RF Event of Default shall occur and be continuing Lender may sell the Collateral in a commercially reasonable manner as determined by Lender (subject to the limitations set forth in the Trust Agreement), instituting suit in equity or instituting other appropriate proceedings, whether for the specific performance of any agreement contained herein, or for an injunction against a violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law. If Lender opts to sell or otherwise dispose of the Collateral as one of its remedies upon an Event of Default or Other RF Event of Default, Borrower (subject to Section 2.10) and so long as Guarantor shall remain liable for any remaining deficiency upon applying the same proceeds of such sale or other disposition against any and all Obligations and Other RF Obligations, including, without limitation, the reasonable fees and disbursements of any attorneys employed by Lender to collect such deficiency. (i) Without limitation to any of the provisions or remedies set forth in Section 8.2(a), if any Event of Default shall have occurred and be continuing, Lessor Borrower may, with the consent of Lender in Lender's sole discretion, (i) make a principal payment on the Loans in such amount as Lender shall have the right to declare specify or (ii) pledge additional Collateral having such Schedule value, as determined by Lender in default (eachits sole discretion, a “Defaulted Schedule”) by a written notice to Lessee (without election of remedies) to that effect. Upon the making of any such declaration, Lessor as Lender shall have the right to exercise any one or more of the following remedies: (a) To take possession of any and all Cars under a Defaulted Schedule without further demand or notice wherever they may be located without any court order or process of law (but if Lessor applies for a court order or the issuance of legal process, Lessee waives any prior notice of the making of this application of the issuance of such order of legal process) and Lessee hereby waives any and all damages occasioned by such taking of possession, providing Lessor acts in a commercially reasonable manner; any such taking of possession shall not constitute termination of this Lease as to any or all such Cars unless Lessor expressly so notifies Lessee in writingspecify. If Lessor Lender consents to Borrower's taking such action as is unable to secure possession of such Cars within thirty (30described in this Section 8.2(b) days of any upon an Event of Default, Lessee agrees Borrower (subject to pay Lessor as liquidated damages Section 2.10) and Guarantor shall remain liable for loss any remaining deficiency between the amount of a bargain the Obligations and not the amount of the principal payment or pledge of additional Collateral made pursuant hereto, and under no circumstances shall Lender's consent to such action be construed as a penalty, the Stipulated Loss Value waiver of such deficiency or a modification of the Cars specified on Appendix B to such Defaulted Schedule;Obligations. (bii) To terminate this Lease as In the event that Borrower shall hereinafter pledge any Collateral in addition to any or all Cars under a Defaulted Schedule without prejudice the Collateral pledged to Lessor’s rights Lender on the date hereof, Borrower shall, concurrently with such pledge, deliver to Lender an opinion of counsel in form and substance reasonably satisfactory to Lender regarding priority, perfection and the absence of Liens in respect to obligations then accrued and remaining unsatisfied:of such Collateral. (c) To recover from Lessee (and Lessee agrees to pay Notwithstanding anything in cash the following): (i) all amounts owed by Lessee to Lessor under the Defaulted Schedule; plus either of the following as determined by Lessor: (ii) an amount equal Section 6.5 to the Stipulated Loss Value contrary, it is expressly understood and agreed that Lender shall have sole discretion in determining whether to enforce the covenants set forth in Section 6.5 or immediately to pursue the remedies set forth in this Section 8.2 upon the occurrence of all Cars under a Defaulted Schedule, material adverse change as of described in Section 8.1(n). Under no circumstances shall Lender's decision to enforce the date covenants set forth in Section 6.5 following such a material adverse change be construed as a waiver of the Event of Default; and (iii) the unpaid balance of the total rent for the term of the Defaulted Schedule;Default described in Section 8.1(n), or otherwise in any way modify, limit, delay or impair any rights which Lender would otherwise have pursuant to this Section 8.2. (d) To sell any or all Cars under a Defaulted Schedule in a public sale or private sale (after notice Lender shall use its reasonable efforts to Lessee of the place notify Guarantor and time for such sale), in bulk or in parcels, for cash or on credit without having such Cars present at the place of sale and to recover from Lessee all reasonable costs of taking possession, storing, repairing, and selling such Cars (and for a period of one hundred twenty (120) days after AMC upon the occurrence of an Event of Default, Lessor may use Lessee’s premises for any ; PROVIDED that the omission so to notify shall not relieve Guarantor or all of the foregoing without liability for rent, costs damages or otherwise) or to otherwise dispose, hold, use, operate, lease to others, or keep idle such Cars all as Lessor in its sole discretion may determine and to apply the proceeds AMC from any liability which it may have to Lender (or extend the period of time within which performance is required by Guarantor or AMC) in connection with such action: (i) To all costs, charges and expenses incurred in taking, removing, holding, operating, repairing, selling, leasing Event of Default or otherwise disposing from any of such Cars; then (ii) To the amounts set forth in ITEM 3, RENTAL CHARGES above and the Defaulted Schedule provided that Lessee shall pay any deficiency due Lessor; and (iii) Any surplus shall be retained by Lessor; (e) To draw upon any Letter of Credit or security deposit, if any, required its respective obligations under the applicable Schedule; or (f) To pursue any other remedy provided for by statute Guarantee or otherwise available at law or in equity. Notwithstanding anything set forth hereinthe AMC Guarantee, Lessor as the case may exercise all rights and remedies hereunder independently with respect to each Schedule. Notwithstanding any repossession, or other action that Lessor may take, Lessee shall be and remain liable for the full performance of all obligations on the part of Lessee to be performed under this Lease to the extent not paid or performed by Lessee. All such remedies are cumulative and may be exercised concurrently or separately. In addition to the foregoing, Lessee shall pay Lessor’s costs and expenses incurred by reason of Lessee’s breach or default which shall include, without limitation, costs and expenses of receiving or retaking possession of the Cars under a Defaulted Schedule, storing, holding, transporting, insuring, caring for, servicing, maintaining and renting such Cars and collecting rents and professional fees and expenses with respect to or incurred by reason of the breach or default, including legal fees and expenses for advice and legal services in any actions or proceedings which Lessor may commence or in which Lessor may appear or participate to exercise or enforce any rights or remedies or to protect or preserve any rights or interests, and in all reviews of and appeals from any such actions or proceedingsbe.

Remedies of Default. Upon Whenever any event of default referred to in Section 12.1, clauses (i) to (iii) hereof shall have happened and be continuing with respect to the occurrence of any Event of Default, and so long as the same shall be continuingEquipment described on Exhibit A, Lessor shall have the right right, at its option and without any further demand or notice, to declare such Schedule in default (each, a “Defaulted Schedule”) by a written notice to Lessee (without election of remedies) to that effect. Upon the making of any such declaration, Lessor shall have the right to exercise any take one or more any combination of the following remedies: (a) To take possession of any and all Cars under a Defaulted Schedule without further demand or notice wherever they may be located without any court order or process of law (but if Lessor applies for a court order or the issuance of legal process, Lessee waives any prior notice of the making of this application of the issuance of such order of legal process) and Lessee hereby waives any and all damages occasioned by such taking of possession, providing Lessor acts in a commercially reasonable manner; any such taking of possession shall not constitute termination of this Lease as to any or all such Cars unless Lessor expressly so notifies Lessee in writing. If Lessor is unable to secure possession of such Cars within thirty (30) days of any Event of Default, Lessee agrees to pay Lessor as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value of the Cars specified on Appendix B to such Defaulted Schedule; (b) To terminate this Lease as to any or all Cars under a Defaulted Schedule without prejudice to Lessor’s rights in respect to obligations then accrued and remaining unsatisfied: (c) To recover from Lessee (and Lessee agrees to pay in cash the following): (i) all amounts owed by Lessee to Lessor under the Defaulted Schedule; plus either of the following as determined by Lessor: (ii) an amount equal to the Stipulated Loss Value of all Cars under a Defaulted Schedule, as of the date of the Event of Default; and (iii) the unpaid balance of the total rent for the term of the Defaulted Schedule; (d) To sell any or all Cars under a Defaulted Schedule in a public sale or private sale (after notice to Lessee of the place and time for such sale), in bulk or in parcels, for cash or on credit without having such Cars present at the place of sale and to recover from Lessee all reasonable costs of taking possession, storing, repairing, and selling such Cars (and for a period of one hundred twenty (120) days after the occurrence of an Event of Default, Lessor may use Lessee’s premises for any or all of the foregoing without liability for rent, costs damages or otherwise) or to otherwise dispose, hold, use, operate, lease to others, or keep idle such Cars all as Lessor in its sole discretion may determine and to apply the proceeds from any such actionremedial steps: (i) To all costsWith or without terminating this Lease, charges re-enter and expenses incurred in taking, removing, holding, operating, repairing, selling, leasing or otherwise disposing take possession of such CarsEquipment and exclude Lessee from using it; thenprovided, however, that if this Lease has not been terminated, Lessor shall return possession of such Equipment to Lessee when the event of default is cured; and provided further that Lessee shall continue to be responsible for the Lease-Purchase Payments due with respect to such Equipment during the Fiscal Year then in effect; or (ii) To With or without terminating this Lease, re-enter and take possession of such Equipment, and sell, lease or sublease such Equipment or any part of it, holding Lessee liable for the difference between (a) the sales price, rent and other amounts set forth in ITEM 3paid by the purchaser, RENTAL CHARGES above lessee or sublessee pursuant to such sales agreement, lease or sublease and (b) the Defaulted Schedule balance of the Lease-Purchase Payments and other amounts owed by Lessee with respect to such Lease; provided, however, that nothing contained herein shall impose an obligation upon Lessor so to sell, lease or sublease such Equipment and provided that Lessee shall pay any deficiency due Lessor; and (iii) Any surplus excess proceeds from such disposition shall be retained by Lessor; (e) To draw upon any Letter of Credit or security deposit, if any, required under the applicable Schedule; or (fiii) To pursue any other remedy provided for With or without terminating this Lease, declare all Lease-Purchase Payments during the Fiscal Year then in effect due or to become due with respect to such Lease in effect when the default occurs to be immediately due and payable by statute or otherwise available Lessee, whereupon such Lease-Purchase Payments shall be immediately due and payable; or (iv) Take whatever action at law or in equity. Notwithstanding anything set forth herein, Lessor equity may exercise all rights appear necessary or desirable to collect the Lease-Purchase Payments then due and remedies hereunder independently thereafter to become due during the then current Fiscal Year of Lessee with respect to each Schedule. Notwithstanding any repossessionsuch Lease, or other action that Lessor may takeenforce performance and observance of any obligation, Lessee shall be and remain liable for the full performance of all obligations on the part agreement or covenant of Lessee to be performed under this Lease to the extent not paid or performed by Lessee. All such remedies are cumulative and may be exercised concurrently or separately. In addition to the foregoing, Lessee shall pay Lessor’s costs and expenses incurred by reason of Lessee’s breach or default which shall include, without limitation, costs and expenses of receiving or retaking possession of the Cars under a Defaulted Schedule, storing, holding, transporting, insuring, caring for, servicing, maintaining and renting such Cars and collecting rents and professional fees and expenses with respect to or incurred by reason of the breach or default, including legal fees and expenses for advice and legal services in any actions or proceedings which Lessor may commence or in which Lessor may appear or participate to exercise or enforce any rights or remedies or to protect or preserve any rights or interests, and in all reviews of and appeals from any such actions or proceedingsLease.

Remedies of Default. Upon the occurrence an event of any Event of Default, and so long as the same shall be continuing, Lessor shall have the right to declare such Schedule in default (each, a “Defaulted Schedule”) by a written notice to Lessee (without election of remedies) to that effect. Upon the making of any such declaration, Lessor shall have the right to exercise any one or more of the following remedies: (a) To take possession of any and all Cars under a Defaulted Schedule without further demand or notice wherever they may be located without any court order or process of law (but if Lessor applies for a court order or the issuance of legal process, Lessee waives any prior notice of the making of this application of the issuance of such order of legal process) and Lessee hereby waives any and all damages occasioned by such taking of possession, providing Lessor acts in a commercially reasonable manner; any such taking of possession shall Default which is not constitute termination of this Lease as to any or all such Cars unless Lessor expressly so notifies Lessee in writing. If Lessor is unable to secure possession of such Cars satisfied ------------------- within thirty (30) days of any Event written notice from Lessor to Lessee of said Default, Lessee agrees to pay Lessor as liquidated damages for loss of a bargain and not as a penalty, the Stipulated Loss Value may do one or more of the Cars specified on Appendix B following: (a) declare the entire amount of rent remaining to such Defaulted Schedulebe paid over the balance of the lease term for all equipment then leased, immediately due and payable; (b) To terminate proceed by appropriate court actions at law or in equity or in bankruptcy to enforce performance by Lessee of the covenants and terms of this Lease as and/or to any or all Cars under a Defaulted Schedule without prejudice to Lessor’s rights in respect to obligations then accrued and remaining unsatisfied:recover damages for the breach; (c) To recover from Lessee (and Lessee agrees to pay in cash the following): (i) all amounts owed by Lessee to Lessor under the Defaulted Scheduleterminate this Lease; plus either of the following as determined by Lessor: (ii) an amount equal to the Stipulated Loss Value of all Cars under a Defaulted Schedule, as of the date of the Event of Default; and (iii) the unpaid balance of the total rent for the term of the Defaulted Schedule;or (d) To sell any or all Cars under a Defaulted Schedule in a public sale or private sale (after notice to Lessee of repossess the place and time for such sale), in bulk or in parcels, for cash or on credit without having such Cars present at the place of sale and to recover from Lessee all reasonable costs of taking possession, storing, repairing, and selling such Cars (equipment wherever found and for a period this purpose Lessor and/or its agents may enter upon any premises of one hundred twenty or under control or jurisdiction of Lessee or any agent of Lessee without liability for suit, action or other proceeding by Lessee (120any damages occasioned by such repossession being expressly waived by Lessee) days after and remove the occurrence of an Event of Defaultequipment. With respect to any equipment returned to Lessor, or repossessed by Lessor pursuant to subparagraph (d) above, Lessor may hold or use Lessee’s premises such equipment for any purpose whatsoever, Lessor may, either sell same at a private or all of the foregoing without liability for rentpublic, costs damages cash or otherwise) or to otherwise dispose, hold, use, operate, lease to otherscredit sale, or keep idle release same for such Cars all term and upon such rental as Lessor in its sole discretion may determine and to apply the proceeds from any such action: (i) To all costs, charges and expenses incurred in taking, removing, holding, operating, repairing, selling, leasing or otherwise disposing of such Cars; then (ii) To the amounts set forth in ITEM 3, RENTAL CHARGES above and the Defaulted Schedule provided that Lessee shall pay any deficiency due Lessor; and (iii) Any surplus shall be retained solely determined by the Lessor. Whether or not any equipment is returned to, or repossessed by Lessor; (e) To draw upon any Letter of Credit or security deposit, if any, required under the applicable Schedule; or (f) To pursue any other remedy provided for by statute or otherwise available at law or in equity. Notwithstanding anything set forth herein, Lessor may exercise all rights and remedies hereunder independently with respect to each Schedule. Notwithstanding any repossession, or other action that Lessor may takeas aforesaid, Lessee shall also be liable for, and remain liable for the full performance Lessor may forthwith recover from Lessee, all unpaid rent, late charges and other unpaid sums consisting of all obligations on the part of Lessee to be performed under this Lease to the extent not paid or performed by Lessee. All such remedies are cumulative and may be exercised concurrently or separately. In addition to the foregoing, Lessee shall pay Lessor’s costs and expenses incurred by reason of Lessee’s breach or default which shall include, without limitation, costs and expenses of receiving or retaking possession of the Cars under a Defaulted Schedulerepossession, storingstorage, holdingrepairs, transportingreconditioning, insuringsale, caring forre-leasing, servicing, maintaining and renting such Cars and collecting rents and professional attorneys' fees and expenses collection fees with respect to such equipment. In the event that any court of competent jurisdiction determines that any provision of this section is invalid or incurred by reason unenforceable in whole or in part, such determination shall not prohibit Lessor from establishing its damages sustained as a result of the any breach or default, including legal fees and expenses for advice and legal services of this Lease in any actions action or proceedings which Lessor may commence or proceeding in which Lessor may appear seeks to recover such damages. Any repossessing or participate resale of any Equipment under and Rental Schedule shall not bar Lessor's right to exercise repossess any or enforce any rights or remedies or to protect or preserve any rights or interests, and in all reviews of and appeals from any such actions or proceedingsEquipment under all Rental Schedules.