Common use of Rights and Remedies of Lender Clause in Contracts

Rights and Remedies of Lender. A. In addition to the rights and remedies granted to Lender herein, Lender shall at all times have the rights and remedies of a secured party under the Code. B. On and after the occurrence of an Event of Default, Lender may do all or any of the following: 1. Declare all or any part of the Obligations due and payable. 2. Enter the premises of the Debtor and take custody of or remove the Collateral, without judicial process or the responsibility to post a bond or other financial undertaking. 3. Require the Debtor to assemble the Collateral, and make it available to Lender at the Debtor’s premises or at any other location selected by Lender, where it will remain at the Debtor’s expense pending sale or other disposition. Lender may take possession of, remove, or otherwise deal with the Collateral for any purpose including putting the Collateral in saleable form. 4. Dispose of all or any part of the Collateral in such manner and upon such terms as Lender, in its sole discretion, shall determine. If notice of sale or disposition of Collateral is required, ten (10) days’ notice to the Debtor of any intended sale or other disposition of the Collateral shall be deemed to be reasonable. Lender shall have the right to purchase the Collateral. 5. Endorse any note, draft, check, or other instrument for the payment of money and any other invoice, assignment, verification, notice, or other document with respect to the Collateral, as the attorney-in-fact for the Debtor with full power of substitution. 6. Accept and receive payment of, receipt for, or settle, compromise, or adjust any claim, suit, action, or proceeding with respect to the Collateral and give discharge, release, or full or partial acquittance therefor. 7. Defend any suit, action, or proceeding against the Debtor concerning the Collateral. C. The Debtor shall reimburse Lender for any and all costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by Lender in preserving the Collateral or the security interest; enforcing, collecting, or realizing upon the Obligations or the Collateral; and performing the Debtor’s obligations hereunder, which Lender is hereby authorized to do. D. Lender shall be under no obligation or liability to any party for the performance or observance of any of the representations, warranties, conditions, or terms of any document relating to the Collateral. E. Lender shall be under no duty to protect the Collateral from deterioration, waste or loss by fire, theft or otherwise unless such deterioration, waste or loss be caused by the willful act of the Lender. Debtor expressly waives any duty on the part of the Lender to protect the Collateral from deterioration, waste or loss except for the willful acts of the Lender. F. Lender may, without notice, demand, or presentment, which are hereby waived by Debtor and all other parties obligated in any manner whatsoever on the Obligations, declare the entire unpaid balance of the Obligations immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligations shall be immediately due and payable. Debtor hereby waives all notices allowed by law, including without limitation, demand, presentment, notice of dishonor, protest, notice of intent to accelerate maturity and notice of acceleration in connection with this Agreement, any note or other document. G. Lender may seize all books and records of Debtor pertaining to the Collateral. Lender shall have the authority to enter upon any real property or improvements thereon in order to seize any such books or records, or any Collateral located thereon, and remove the same therefrom without liability. H. Lender may apply proceeds of the disposition of Collateral to the Obligations in any manner elected by Lender and permitted by the Code. Such application may include, without limitation, the reasonable expenses of retaking, holding, preparing for sale or other disposition, and the reasonable attorneys’ fees and legal expenses incurred by Lender. I. Lender may, under Legal Requirements, proceed to realize its benefits under any of this Agreement or the other Loan Documents giving any secured party a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against Debtor or any other obligor or any other Person, whether because of any Legal Requirements pertaining to “election of remedies” or the like, Debtor hereby consents to such action by Lender and waives any claim based upon such action, even if such action by Lender shall result in a full or partial loss of any rights of subrogation that Debtor might otherwise have had but for such action by Lender. J. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Lender has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, (i) if such Collateral is accorded treatment substantially equal to that which the Lender accords its own personal property; or (ii) if it takes such action for that purpose as Debtor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of Lender to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

Rights and Remedies of Lender. A. In addition to 9.3.1 Upon the rights occurrence and remedies granted to Lender hereinduring the continuance of any Event of Default, Lender shall at have all times have the rights and remedies of a secured party under the Code. B. On UCC, in addition to all other rights and after the occurrence of an Event of Defaultremedies conferred upon Lender in this Agreement. Unless otherwise provided by law, Lender may do all or any of the following: 1. Declare all or any part of the Obligations due and payable. 2. Enter the premises of the Debtor and take custody of or remove the Collateral, without judicial process or the responsibility to post a bond or other financial undertaking. 3. Require the Debtor require Borrower to assemble the Collateral, any tangible personal property constituting Collateral and make it available to Lender at the DebtorBorrower’s premises or sole cost and expense at any other location selected a place to be designated by Lender, where it will remain at the Debtor’s expense pending sale or other disposition. Lender may take possession of, remove, or otherwise deal with the Collateral for any purpose including putting the Collateral in saleable formwhich is reasonably convenient to both parties. 4. Dispose of all or any part of the Collateral in such manner and upon such terms as Lender, in its sole discretion, shall determine. If notice of sale or disposition of Collateral is required, ten (10) days’ notice to the Debtor of any intended 9.3.2 Any sale or other disposition of the Collateral may be at public or private sale upon such terms and in such manner as Lender deems advisable, having due regard to compliance with any statute or regulation which might affect, limit or apply to Lender’s disposition of the Collateral. Lender may conduct any such sale or other disposition of the Collateral upon Borrower’s premises. Unless the Collateral is perishable or threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event Lender shall provide Borrower with such notice as may be practicable under the circumstances), Lender shall give Borrower at least the greater of the minimum notice required by law or ten (10) days prior written notice of the date, time and place of any proposed public sale, and of the date after which any private sale or other disposition of the Collateral may be made. Lender may purchase the Collateral, or any portion thereof, at any public sale. 9.3.3 If Lender sells any of the Collateral on credit, Borrower will be credited only with payments actually made by the purchaser of such Collateral and received by Lender. If the purchaser fails to pay for the Collateral, Lender may re-sell the Collateral and Borrower shall be deemed to be reasonable. credited with the proceeds of the sale. 9.3.4 Upon the occurrence and during the continuance of any Event of Default, Lender shall have the right to purchase the Collateral. 5. Endorse any noteimmediate possession of all Collateral and its products and proceeds, draft, check, or other instrument for the payment of money and any other invoice, assignment, verification, notice, or other document with respect to the in its sole discretion may operate and use said Collateral, as the attorneycomplete any work-in-fact for the Debtor with full power process, and sell any Collateral without being liable to Borrower on account of substitutionany losses, damage, or depreciation that may occur as a result thereof so long as Lender shall act in good faith. 6. Accept 9.3.5 Upon the occurrence and receive payment ofduring the continuance of any Event of Default, receipt forLender may enter upon, occupy, manage and use (through a custodian or receiver or otherwise) any premises owned or occupied by Borrower, remove any Collateral therefrom and may exclude Borrower from such premises or portion thereof as may have been so entered upon, occupied, or settle, compromise, or adjust any claim, suit, action, or proceeding with respect to the Collateral and give discharge, release, or full or partial acquittance therefor. 7used by Lender. Defend any suit, action, or proceeding against the Debtor concerning the Collateral. C. The Debtor shall reimburse Lender for any and all costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by Lender in preserving the Collateral or the security interest; enforcing, collecting, or realizing upon the Obligations or the Collateral; and performing the Debtor’s obligations hereunder, which Lender is hereby authorized to do. D. Lender shall not be under no obligation or liability required to any party for the performance or observance of remove any of the representations, warranties, conditions, Collateral from any such premises upon Lender’s taking possession thereof and may render any Collateral unusable to Borrower. In no event shall Lender be liable to Borrower for use or terms occupancy by Lender of any document relating premises pursuant to the Collateralthis Agreement. E. 9.3.6 In connection with Lender’s exercise of Lender’s rights under this Agreement, Lender shall be under no duty may at any time, after the occurrence and during the continuance of any Event of Default hereunder, transfer any Collateral into its own name or that of its nominee and may at any time after the occurrence of any Event of Default hereunder receive the income thereon and hold the same as security for Liabilities or apply it to protect the Collateral from deterioration, waste principal or loss by fire, theft or otherwise unless such deterioration, waste or loss be caused by the willful act of the Lender. Debtor expressly waives any duty interest due on the part of the Lender to protect the Collateral from deterioration, waste or loss except for the willful acts of the LenderLiabilities. F. 9.3.7 Borrower hereby grants to Lender may, without notice, demand, or presentment, which are hereby waived by Debtor and all other parties obligated in any manner whatsoever on the Obligations, declare the entire unpaid balance of the Obligations immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligations shall be immediately due and payable. Debtor hereby waives all notices allowed by law, including without limitation, demand, presentment, notice of dishonor, protest, notice of intent to accelerate maturity and notice of acceleration a non-exclusive irrevocable license in connection with this Agreement, any note or other document. G. Lender may seize all books and records of Debtor pertaining to the Collateral. Lender shall have the authority to enter upon any real property or improvements thereon in order to seize any such books or records, or any Collateral located thereon, and remove the same therefrom without liability. H. Lender may apply proceeds of the disposition of Collateral to the Obligations in any manner elected by Lender and permitted by the Code. Such application may include, without limitation, the reasonable expenses of retaking, holding, preparing for sale or other disposition, and the reasonable attorneys’ fees and legal expenses incurred by Lender. I. Lender may, under Legal Requirements, proceed to realize its benefits under any of this Agreement or the other Loan Documents giving any secured party a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any ’s exercise of its rights hereunder, to use, apply and remedies under this Agreement. Ifaffix any trademark, in the exercise of any of its rights and remediestrade name, Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against Debtor or any other obligor or any other Person, whether because of any Legal Requirements pertaining to “election of remedies” logo or the likelike in which Borrower now or hereafter has rights, Debtor hereby consents to such action by Lender and waives any claim based upon such action, even if such action by Lender shall result in a full or partial loss of any rights of subrogation that Debtor might otherwise have had but for such action by Lender. J. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Lender has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Lender shall which license may be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, (i) if such Collateral is accorded treatment substantially equal to that which the Lender accords its own personal property; or (ii) if it takes such action for that purpose as Debtor reasonably requests in writing at times other than used upon the occurrence and during the continuance of any Event of Default, but failure . 9.3.8 In addition to any rights now or hereafter granted under applicable law and not by way of Lender to comply with limitation of any such request rights, after the occurrence and during the continuance of any Event of Default, Lender is hereby authorized at any time shall not in itself or from time to time, without presentment, demand, protest or other notice of any kind to Borrower, all of which are hereby expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any other assets at any time held or owing by Lender to or for the credit or the account of Borrower against and on account of the Liabilities of Borrower to Lender despite the fact that any such Liabilities may then be deemed a failure to exercise reasonable carecontingent or unmatured and without regard for the availability or adequacy of other Collateral.

Rights and Remedies of Lender. A. In each case to the extent permitted pursuant to the Subordination Agreements, Lender shall have the following rights: a. In addition to the rights and remedies granted to Lender herein, Lender shall at all times have the rights and remedies of a secured party under the Code.; B. On and after x. Xxxx the occurrence and during the continuance of an Event of DefaultDefault which remains uncured for thirty (30) days, Lender may do all or any of the followingmay: 1. (i) Declare all or any part of the Obligations due and payable.; 2. Enter the premises of the Debtor and take custody of or remove the Collateral, without judicial process or the responsibility to post a bond or other financial undertaking. 3. Require the Debtor to assemble the Collateral, and make it available to Lender at the Debtor’s premises or at any other location selected by Lender, where it will remain at the Debtor’s expense pending sale or other disposition. Lender may take possession of, remove, or otherwise deal with the Collateral for any purpose including putting the Collateral in saleable form. 4. (ii) Dispose of all or any part of the Collateral in such manner and upon such terms as Lender, in its sole reasonable discretion, shall determine. If notice of sale or disposition of Collateral is required, ten thirty (1030) days’ days notice to the Debtor Grantors of any intended sale or other disposition of the Collateral shall be deemed to be reasonable. Lender shall have the right to purchase the Collateral.; 5. (iii) Endorse any note, draft, check, or other instrument for the payment of money and any other invoice, assignment, verification, notice, or other document with respect to the Collateral, as the attorney-in-fact for the Debtor Grantor, with full power of substitution.; 6. (iv) Accept and receive payment of, receipt for, or settle, compromise, or adjust any claim, suit, action, or proceeding with respect to the Collateral and give discharge, release, or full or partial acquittance therefor.; or 7. (v) Defend any suit, action, or proceeding against the Debtor Grantors concerning the Collateral. C. The Debtor shall reimburse Lender for any and all costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by Lender in preserving the Collateral or the security interest; enforcing, collecting, or realizing upon the Obligations or the Collateral; and performing the Debtor’s obligations hereunder, which Lender is hereby authorized to do. D. Lender shall be under no obligation or liability to any party for the performance or observance of any of the representations, warranties, conditions, or terms of any document relating to the Collateral. E. Lender shall be under no duty to protect the Collateral from deterioration, waste or loss by fire, theft or otherwise unless such deterioration, waste or loss be caused by the willful act of the Lender. Debtor expressly waives any duty on the part of the Lender to protect the Collateral from deterioration, waste or loss except for the willful acts of the Lender. F. Lender may, without notice, demand, or presentment, which are hereby waived by Debtor and all other parties obligated in any manner whatsoever on the Obligations, declare the entire unpaid balance of the Obligations immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligations shall be immediately due and payable. Debtor hereby waives all notices allowed by law, including without limitation, demand, presentment, notice of dishonor, protest, notice of intent to accelerate maturity and notice of acceleration in connection with this Agreement, any note or other document. G. Lender may seize all books and records of Debtor pertaining to the Collateral. Lender shall have the authority to enter upon any real property or improvements thereon in order to seize any such books or records, or any Collateral located thereon, and remove the same therefrom without liability. H. c. Lender may apply proceeds of the disposition of Collateral to the Obligations in any manner elected by Lender Xxxxxx and permitted by the Code. Such application may include, without limitation, the reasonable expenses of retaking, holding, preparing for sale or other disposition, and the reasonable attorneys’ fees and legal expenses incurred by LenderXxxxxx. I. Lender may, under Legal Requirements, proceed to realize its benefits under any of this Agreement or the other Loan Documents giving any secured party a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against Debtor or any other obligor or any other Person, whether because of any Legal Requirements pertaining to “election of remedies” or the like, Debtor hereby consents to such action by Lender and waives any claim based upon such action, even if such action by Lender shall result in a full or partial loss of any rights of subrogation that Debtor might otherwise have had but for such action by Lender. J. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Lender has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, (i) if such Collateral is accorded treatment substantially equal to that which the Lender accords its own personal property; or (ii) if it takes such action for that purpose as Debtor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of Lender to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.

Rights and Remedies of Lender. A. In addition to the rights and remedies granted to Lender herein, Lender shall at all times have the rights and remedies of a secured party under the Code. B. On Upon and after the occurrence of an Event of Default, Lender may do may, without notice or demand, exercise in any jurisdiction in which enforcement hereof is sought, the following rights and remedies, in addition to the rights and remedies available to Lender under the Loan Documents, the rights and remedies of a secured party under the Uniform Commercial Code and all other rights and remedies available to Lender under applicable law, all such rights and remedies being cumulative and enforceable alternatively, successively or any of the followingconcurrently: 110.1.1. Declare the Note, all interest accrued and unpaid thereon and all other Obligations to be immediately due and payable and the same shall thereupon become immediately due and payable without presentment, demand for payment, protest or notice of any part kind, all of which are hereby expressly waived. 10.1.2. Institute any proceeding or proceedings to enforce the Obligations due and payableany Liens of Lender. 210.1.3. Enter the premises Take possession of the Debtor and take custody of or remove the Collateral, without judicial process or the responsibility to post a bond or other financial undertaking. 3. Require the Debtor to assemble the Collateral, and make it available to Lender at the Debtor’s for that purpose, so far as Borrower may give authority therefor, enter upon any premises or at any other location selected by Lender, where it will remain at the Debtor’s expense pending sale or other disposition. Lender may take possession of, remove, or otherwise deal with on which the Collateral for any purpose including putting the Collateral in saleable form. 4. Dispose of all or any part thereof may be situated and remove the same therefrom without any liability for suit, action or other proceeding, and require Borrower, at Borrower's expense, to assemble and deliver the Collateral to such place or places as Lender may designate. 10.1.4. Operate, manage and control the Collateral (including use of the Collateral and any other property or assets of Borrower in such manner order to continue or complete performance of Borrower's obligations under any contracts of Borrower), or permit the Collateral or any portion thereof to remain idle or store the same, and collect all rents and revenues therefrom and sell or otherwise dispose of any or all of the Collateral upon such terms and under such conditions as Lender, in its sole discretion, shall may determine. If notice of sale , and purchase or disposition of Collateral is required, ten (10) days’ notice to the Debtor of acquire any intended sale or other disposition of the Collateral shall be deemed to be reasonable. Lender shall have the right to purchase the Collateral. 5. Endorse any note, draft, check, or other instrument for the payment of money and any other invoice, assignment, verification, notice, or other document with respect to the Collateral, as the attorney-in-fact for the Debtor with full power of substitution. 6. Accept and receive payment of, receipt for, or settle, compromise, or adjust any claim, suit, action, or proceeding with respect to the Collateral and give discharge, release, or full or partial acquittance therefor. 7. Defend any suit, action, or proceeding against the Debtor concerning the Collateral. C. The Debtor shall reimburse Lender for any and all costs and expenses, including but not limited to reasonable attorneys’ fees, incurred by Lender in preserving the Collateral or the security interest; enforcing, collecting, or realizing upon the Obligations or the Collateral; and performing the Debtor’s obligations hereunder, which Lender is hereby authorized to do. D. Lender shall be under no obligation or liability to any party for the performance or observance of any of the representations, warranties, conditions, or terms of any document relating to the Collateral. E. Lender shall be under no duty to protect the Collateral from deterioration, waste or loss by fire, theft or otherwise unless such deterioration, waste or loss be caused by the willful act of the Lender. Debtor expressly waives any duty on the part of the Lender to protect the Collateral from deterioration, waste or loss except for the willful acts of the Lender. F. Lender may, without notice, demand, or presentment, which are hereby waived by Debtor and all other parties obligated in any manner whatsoever on the Obligations, declare the entire unpaid balance of the Obligations immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligations shall be immediately due and payable. Debtor hereby waives all notices allowed by law, including without limitation, demand, presentment, notice of dishonor, protest, notice of intent to accelerate maturity and notice of acceleration in connection with this Agreement, any note or other document. G. Lender may seize all books and records of Debtor pertaining to the Collateral. Lender shall have the authority to enter upon any real property or improvements thereon in order to seize at any such books or records, or any Collateral located thereon, and remove the same therefrom without liability. H. Lender may apply proceeds of the disposition of Collateral to the Obligations in any manner elected by Lender and permitted by the Code. Such application may include, without limitation, the reasonable expenses of retaking, holding, preparing for sale or other disposition, and all to the reasonable attorneys’ fees and legal expenses incurred extent permitted by Lenderapplicable law. I. Lender may, under Legal Requirements, proceed to realize its benefits 10.1.5. Enforce Borrower's rights against any account debtors and other obligors. 10.1.6. Cease making advances hereunder and under any of this Agreement other commitments or the other Loan Documents giving any secured party a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against Debtor or any other obligor or any other Person, whether because of any Legal Requirements pertaining to “election of remedies” or the like, Debtor hereby consents to such action by Lender and waives any claim based upon such action, even if such action by Lender shall result in a full or partial loss of any rights of subrogation that Debtor might otherwise have had but for such action by Lender. J. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Lender has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, (i) if such Collateral is accorded treatment substantially equal to that which the Lender accords its own personal property; or (ii) if it takes such action for that purpose as Debtor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure credit accommodations of Lender to comply with Borrower and stop and retract the making of any such request at any time shall not in itself be deemed a failure to exercise reasonable careadvance hereunder or thereunder which may have been requested by Borrower.

Rights and Remedies of Lender. A. In addition to the rights and remedies granted to Lender herein, Lender shall at all times have the rights and remedies of a secured party under the Code. B. On and after the occurrence of an Event of uncured Default, Lender may do all or any of the followingmay: 1. Declare all or any part of the Obligations due and payable. 2. Enter the premises of the Debtor and take custody of or remove the Collateral, without judicial process or the responsibility to post a bond or other financial undertaking. 3. Require the Debtor to assemble the Collateral, and make it available to Lender at the Debtor’s 's premises or at any other location selected by Lender, where it will remain at the Debtor’s 's expense pending sale or other disposition. Lender may take possession of, remove, or otherwise deal with the Collateral for any purpose including putting the Collateral in saleable form. 4. Dispose of all or any part of the Collateral in such manner and upon such terms as Lender, in its sole discretion, shall determine. If notice of sale or disposition of Collateral is required, ten (10) days’ days notice to the Debtor of any intended sale or other disposition of the Collateral shall be deemed to be reasonable. Lender shall have the right to purchase the Collateral. 5. Endorse any note, draft, check, or other instrument for the payment of money and any other invoice, assignment, verification, notice, or other document with respect to the Collateral, as the attorney-in-fact for the Debtor with full power of substitution. 6. Accept and receive payment of, receipt for, or settle, compromise, or adjust any claim, suit, action, or proceeding with respect to the Collateral and give discharge, release, or full or partial acquittance therefor. 7. Defend any suit, action, or proceeding against the Debtor concerning the Collateral. C. The Debtor shall reimburse Lender for any and all costs and expenses, including but not limited to reasonable attorneys’ ' fees, incurred by Lender in preserving the Collateral or the security interest; enforcing, collecting, or realizing upon the Obligations or the Collateral; and performing the Debtor’s 's obligations hereunder, which Lender is hereby authorized to do. D. Lender shall be under no obligation or liability to any party for the performance or observance of any of the representations, warranties, conditions, or terms of any document relating to the Collateral. E. Lender shall be under no duty to protect the Collateral from deterioration, waste or loss by fire, theft or otherwise unless such deterioration, waste or loss be caused by the willful wilful act of the Lender. Debtor expressly waives any duty on the part of the Lender to protect the Collateral from deterioration, waste or loss except for the willful wilful acts of the Lender. F. Lender may, without notice, demand, or presentmentpresentment (other than the notice(s) required by Article 7.1 of the Loan Agreement), which are hereby waived by Debtor and Guarantors and all other parties obligated in any manner whatsoever on the Obligations, declare the entire unpaid balance of the Obligations immediately due and payable, and upon such declaration, the entire unpaid balance of the Obligations shall be immediately due and payable. Debtor hereby waives all notices allowed by law, including without limitation, demand, presentment, notice of dishonor, protest, notice of intent to accelerate maturity and notice of acceleration in connection with this Agreement, any note or other document. G. Lender may seize all books and records of Debtor pertaining to the Collateral. Lender shall have the authority to enter upon any real property or improvements thereon in order to seize any such books or records, or any Collateral located thereon, and remove the same therefrom without liability. H. Lender may apply proceeds of the disposition of Collateral to the Obligations in any manner elected by Lender and permitted by the Code. Such application may include, without limitation, the reasonable expenses of retaking, holding, preparing for sale or other disposition, and the reasonable attorneys’ ' fees and legal expenses incurred by Lender. I. Lender may, under Legal Requirements, proceed to realize its benefits under any of this Agreement or the other Loan Documents giving any secured party a Lien upon any Collateral, either by judicial foreclosure or by non-judicial sale or enforcement, Lender may, at its sole option, determine which of its remedies or rights it may pursue without affecting any of its rights and remedies under this Agreement. If, in the exercise of any of its rights and remedies, Lender shall forfeit any of its rights or remedies, including its right to enter a deficiency judgment against Debtor or any other obligor or any other Person, whether because of any Legal Requirements pertaining to “election of remedies” or the like, Debtor hereby consents to such action by Lender and waives any claim based upon such action, even if such action by Lender shall result in a full or partial loss of any rights of subrogation that Debtor might otherwise have had but for such action by Lender. J. The powers conferred on Lender hereunder are solely to protect its interest in the Collateral and shall not impose any duty on it to exercise any such powers. Except for reasonable care of any Collateral in its possession and the accounting for moneys actually received by it hereunder, Lender shall have no duty as to any Collateral or responsibility for (a) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Investment Property, whether or not the Lender has or is deemed to have knowledge of such matters, or (b) taking any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Lender shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral, (i) if such Collateral is accorded treatment substantially equal to that which the Lender accords its own personal property; or (ii) if it takes such action for that purpose as Debtor reasonably requests in writing at times other than upon the occurrence and during the continuance of any Event of Default, but failure of Lender to comply with any such request at any time shall not in itself be deemed a failure to exercise reasonable care.