Common use of RIGHTS AND REMEDIES ON EVENT OF DEFAULT Clause in Contracts

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If an Event of Default shall have occurred and be continuing, the Lender shall have the right (but not the obligation), itself or through any of its agents (including the Borrower), with or without notice to the Borrower (as provided below), as to any or all of the Pledged Assets, by any available judicial procedure, or without judicial process (PROVIDED, HOWEVER, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right to sell, lease, or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processing, either at public or private sale or any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender in its sole discretion may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing or putting the Pledged Assets in saleable or disposable form. The proceeds of any such sale, lease or other disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the reasonable attorneys' fees and legal expenses incurred by the Lender and to the payment of any other amounts required by applicable law. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Lender arising out of the repossession, removal, retention or sale or lease of the Pledged Assets.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If Upon the occurrence of an Event of Default shall have occurred and be continuingDefault, Secured Parties, upon the Lender election of the Note Holders, shall have the right (but not the obligation)right, itself themselves or through any of its agents (including the Borrower)their agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Parties, upon the Borrower agrees that election of the Lender Required Note Holders, shall have the right upon the occurrence of an Event of Default to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Required Note Holders, in its their sole discretion discretion, may deem advisable, and it Secured Parties shall have the right to purchase such Pledged Assets at any such sale; and, if . Borrower agrees that a notice sent in accordance with Section 11 at least ten (10) days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets Collateral in saleable accordance with this Section 8 is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Secured Parties’ reasonable attorneys' ’ fees and legal expenses incurred by expenses, and then to the Lender Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Secured Parties are legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the rate of 10% per annum, and the reasonable fees of any attorneys Secured Parties employ to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Secured Parties to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Lender Secured Parties arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of Secured Parties’ rights and remedies with respect thereto in accordance with applicable law.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If In the event of the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, the Lender Bank shall at any time thereafter have the right (but not the obligation), itself or through any of its agents (including the Borrower)right, with or without notice to the Borrower (as provided below)Debtor, as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, procedure or without judicial process (PROVIDED, HOWEVER, that it is in compliance with the UCC)process, to take possession of the Pledged Assets Collateral and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets Collateral may be located for the purpose of taking possession of or removing the Pledged AssetsCollateral, and, generally, to exercise any and all rights afforded to a secured party under the UCC Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, the Borrower Debtor agrees that the Lender Bank shall have the right to sell, lease, or otherwise dispose of all or any part of the Pledged AssetsCollateral, whether in its then condition or after further preparation or processing, 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 terms and conditions, all as the Lender Bank in its sole discretion may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if any Pledged Assets Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Lender Bank shall have the right, at its option, to do such rebuilding rebuilding, repairing, preparation, processing or repairing completion of manufacturing, for the purpose of putting the Pledged Assets Collateral in such salable saleable or disposable form as it shall deem reasonably appropriate. At the LenderBank's requestrequest upon the occurrence of an Event of Default, the Borrower Debtor shall assemble the Pledged Assets Collateral and make them it available to the Lender Bank at places which that the Lender Bank shall select, whether at Borrowerthe Debtor's premises or elsewhere, and make available to the LenderBank, without rent, all of Borrowerthe Debtor's premises and facilities for the purpose of the LenderBank's taking possession of, removing or putting the Pledged Assets Collateral in saleable or disposable form. The proceeds of any such sale, lease or other disposition of the Pledged Assets Collateral shall be appliedapplied first, first to the reasonable expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the reasonable attorneys' fees and legal expenses incurred by the Lender Bank, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Bank shall account to the Debtor for any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Bank is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon, at the Event of Default rate prescribed in the Loan Agreement, and the reasonable fees of any attorneys employed by the Bank to collect such deficiency. To the extent permitted by applicable lawlaw and subject to subparagraph 15(a) hereof, the Borrower Debtor waives all claims, damages and demands against the Lender Bank arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If During the continuance of an Event of Default shall have occurred and be continuingDefault, the Lender shall have the right (but not the obligation)right, itself or through any of its agents (including the Borrower)agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Lender, in its sole discretion discretion, may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if . Borrower agrees that a notice sent at least fifteen (15) days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets in saleable Collateral is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Lender's reasonable attorneys' fees and legal expenses incurred by expenses, and then to the Lender Secured Obligations and to the payment of any other amounts required by applicable law, after which Lender shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Lender is legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the Default Rate, and the reasonable fees of any attorneys Lender's employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Lender to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, the Borrower waives all claims,, damages and demands against the Lender arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of Lender's rights and remedies with respect thereto.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If Upon the occurrence of an Event of Default shall have occurred and be continuingDefault, Secured Parties, upon the Lender election of the Note Holders, shall have the right (but not the obligation)right, itself themselves or through any of its agents (including the Borrower)their agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Parties, upon the Borrower agrees that election of the Lender Required Note Holders, shall have the right upon the occurrence of an Event of Default to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Required Note Holders, in its their sole discretion discretion, may deem advisable, and it Secured Parties shall have the right to purchase such Pledged Assets at any such sale; and, if . Borrower agrees that a notice sent in accordance with Section 11 at least ten (10) days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets Collateral in saleable accordance with this Section 8 is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Secured Parties’ reasonable attorneys' ’ fees and legal expenses incurred by expenses, and then to the Lender Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Secured Parties are legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the rate of 10% per annum, and the reasonable fees of any attorneys Secured Parties employ to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Secured Parties to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Lender Secured Parties arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of Secured Parties’ rights and remedies with respect thereto in accordance with applicable law.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If During the continuance of an Event of Default shall have occurred and be continuingDefault, the Lender shall have the right (but not the obligation)right, itself or through any of its agents (including the Borrower)agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Lender, in its sole discretion reasonable discretion, may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if . Xxxxxxxx agrees that a notice sent at least fifteen (15) days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets in saleable Collateral is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Lender’s reasonable attorneys' ’ fees and legal expenses incurred by expenses, and then to the Lender Secured Obligations and to the payment of any other amounts required by applicable law, after which Lender shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Lender is legally entitled, Borrower shall be liable for the deficiency, together with interest thereon, and the reasonable fees of any attorneys Lender’s employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Lender to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Lender Xxxxxx arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of Lender’s rights and remedies with respect thereto.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If A. During the continuance of an Event of Default shall have occurred and be continuingDefault, the Lender Secured Parties shall have the right (but not to declare all Obligations to be immediately due and payable and the obligation), itself or through any of its agents (including the Borrower), with or without notice to the Borrower (as provided below), as to any or all of the Pledged Assets, by any available judicial procedure, or without judicial process (PROVIDED, HOWEVER, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Secured Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to and remedies hereunder or under applicable law; provided, however, if any Event of Default occurs as a secured party under consequence of the UCC commencement of a bankruptcy or other applicable lawinsolvency proceeding by or against Debtor, all of the Obligations shall be automatically and immediately due and payable without further action or demand. Without limiting the generality of the foregoing, the Borrower agrees that the Lender Secured Parties shall have the right to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Secured Parties, in its their sole discretion discretion, may deem advisable, and it the Secured Parties shall have the right to purchase such Pledged Assets at any such sale; and, if . Debtor agrees that a notice sent at least ten days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets in saleable Collateral is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied: first, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Secured Parties’ reasonable attorneys' ’ fees and legal expenses incurred by the Lender and expenses; second, to the payment Secured Parties in satisfaction of the then unpaid Obligations; and third, to Debtor or as otherwise required by law. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Parties are legally entitled, Debtor shall be liable for the deficiency, together with interest thereon at the rates set forth in the Notes, and the reasonable fees of any other amounts required by applicable lawattorneys the Secured Parties employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require the Secured Parties to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Debtor. To the extent permitted by applicable law, the Borrower Debtor waives all claims, damages and demands against the Lender Secured Parties arising out of the repossession, removal, retention or sale or lease of the Pledged Assets.Collateral or other exercise of the Secured Parties’ rights and remedies with respect thereto. “

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If During the continuance of an Event of Default shall have occurred and be continuingDefault, Secured Parties, upon the Lender election of the holders of a majority of the aggregate principal amount of the Notes (the “Majority Note Holders”), shall have the right (but not the obligation)right, itself themselves or through any of its agents (including the Borrower)their agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Parties, upon the Borrower agrees that election of the Lender Majority Note Holders, shall have the right to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Majority Note Holders, in its their sole discretion discretion, may deem advisable, and it the Secured Parties shall have the right to purchase such Pledged Assets at any such sale; and, if any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available sale to the Lender extent permitted by applicable law. Borrower agrees that a notice sent during the continuance of an Event of Default and at places which least ten (10) days before the Lender shall select, whether at Borrower's premises time of any intended public sale or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets in saleable Collateral is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Secured Parties’ reasonable attorneys' ’ fees and legal expenses incurred by in connection therewith, and then to the Lender Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds. To If, upon the extent permitted by sale or other disposition of the Collateral made in compliance with the requirements of the UCC and other applicable law, the proceeds thereof are insufficient to pay all amounts to which Secured Parties are legally entitled, Borrower waives all claims, damages and demands against shall be liable for the Lender arising out of the repossession, removal, retention or sale or lease of the Pledged Assetsdeficiency.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If In the event of the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, the Lender Bank shall at any time thereafter have the right (but not the obligation), itself or through any of its agents (including the Borrower)right, with or without notice to the Borrower (as provided below)Debtor, as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, procedure or without judicial process (PROVIDED, HOWEVER, that it is in compliance with the UCC)process, to take possession of the Pledged Assets Collateral and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets Collateral may be located for the purpose of taking possession of or removing the Pledged AssetsCollateral, and, generally, to exercise any and all rights afforded to a secured party under the UCC Uniform Commer cial Code or other applicable law. Without limiting the generality of the foregoing, the Borrower Debtor agrees that the Lender Bank shall have the right to sell, lease, or otherwise dispose of all or any part of the Pledged AssetsCollateral, whether in its then condition or after further preparation or processing, 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 terms and conditions, all as the Lender Bank in its sole discretion may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if any Pledged Assets Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Lender Bank shall have the right, at its option, to do such rebuilding rebuilding, repairing, preparation, processing or repairing completion of manufacturing, for the purpose of putting the Pledged Assets Collateral in such salable saleable or disposable form as it shall deem reasonably appropriate. At the LenderBank's requestrequest upon the occurrence of an Event of Default, the Borrower Debtor shall assemble the Pledged Assets Collateral and make them it available to the Lender Bank at places which that the Lender Bank shall select, whether at Borrowerthe Debtor's premises or elsewhere, and make available to the LenderBank, without rent, all of Borrowerthe Debtor's premises and facilities for the purpose of the LenderBank's taking possession of, removing or putting the Pledged Assets Collateral in saleable or disposable form. The proceeds of any such sale, lease or other disposition of the Pledged Assets Collateral shall be appliedapplied first, first to the reasonable expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the reasonable attorneys' fees and legal expenses incurred by the Lender Bank, and then to satisfaction of the Obligations, and to the payment of any other amounts required by applicable law, after which the Bank shall account to the Debtor for any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Bank is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon, at the Event of Default rate prescribed in the Loan Agreement, and the reasonable fees of any attorneys employed by the Bank to collect such deficiency. To the extent permitted by applicable lawlaw and subject to subparagraph 15(a) hereof, the Borrower Debtor waives all claims, damages and demands against the Lender Bank arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If A.During the continuance of an Event of Default shall have occurred and be continuingDefault, the Lender Secured Party shall have the right (but not to declare all Obligations to be immediately due and payable and the obligation), itself or through any of its agents (including the Borrower), with or without notice to the Borrower (as provided below), as to any or all of the Pledged Assets, by any available judicial procedure, or without judicial process (PROVIDED, HOWEVER, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets Secured Party may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to and remedies hereunder or under applicable law; provided, however, if any Event of Default occurs as a secured party under consequence of the UCC commencement of a bankruptcy or other applicable lawinsolvency proceeding by or against any Debtor, all of the Obligations shall be automatically and immediately due and payable without further action or demand. Without limiting the generality of the foregoing, the Borrower agrees that the Lender Secured Party shall have the right to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Secured Party, in its their sole discretion discretion, may deem advisable, and it the Secured Party shall have the right to purchase such Pledged Assets at any such sale; and, if . Each Debtor agrees that a notice sent at least ten days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets in saleable Collateral is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied: first, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Secured Party’s reasonable attorneys' ’ fees and legal expenses incurred by the Lender and expenses; second, to the payment Secured Party in satisfaction of the then unpaid Obligations; and third, to the Debtors or as otherwise required by law. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are legally entitled, the Debtors shall be jointly and severally liable for the deficiency, together with interest thereon at the rates set forth in the Notes, and the reasonable fees of any other amounts required by applicable lawattorneys the Secured Party employs or engages; provided, however, that the foregoing shall not be deemed to require the Secured Party to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from the Debtors. To the extent permitted by applicable law, the Borrower each Debtor waives all claims, damages and demands against the Lender Secured Party arising out of the repossession, removal, retention or sale or lease of the Pledged Assets.Collateral or other exercise of the Secured Party’s rights and remedies with respect thereto. “

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If During the continuance of an Event of Default shall have occurred and be continuingDefault, the Lender shall have the right (but not the obligation)right, itself or through any of its agents (including the Borrower)agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Lender shall have the right to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Lender, in its sole discretion discretion, may deem advisable, and it shall have the right to purchase such Pledged Assets at any such sale; and, if . Borrower agrees that a notice sent at least fifteen (15) days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets in saleable Collateral is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Lender's reasonable attorneys' fees and legal expenses incurred by expenses, and then to the Lender Secured Obligations and to the payment of any other amounts required by applicable law, after which Lender shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Lender is legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the Default Rate, and the reasonable fees of any attorneys Lender's employs to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Lender to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Lender arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of Lender's rights and remedies with respect thereto.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If Upon the occurrence of an Event of Default shall have occurred and be continuingDefault, Secured Parties, upon the Lender election of the Required Note Holders, shall have the right (but not the obligation)right, itself themselves or through any of its agents (including the Borrower)their agents, with or without notice to the Borrower (as provided below), as to any or all of the Pledged AssetsCollateral, by any available judicial procedure, or without judicial process (PROVIDEDprovided, HOWEVERhowever, that it is in compliance with the UCC), to take possession of the Pledged Assets and without liability to the eRoom Parties for trespass to enter any premises where the Pledged Assets may be located for the purpose of taking possession of or removing the Pledged Assets, and, generally, to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoingforegoing and in accordance with the Purchase Agreement, Secured Parties, upon the Borrower agrees that election of the Lender Required Note Holders, shall have the right upon the occurrence of an Event of Default to sell, lease, sell or otherwise dispose of all or any part of the Pledged Assets, whether in its then condition or after further preparation or processingCollateral, either at public or private sale or any broker's boardsale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Lender Required Note Holders, in its their sole discretion discretion, may deem advisable, and it the Secured Parties shall have the right to purchase such Pledged Assets at any such sale; and, if . Borrower agrees that a notice sent in accordance with Section 11 at least ten (10) days before the time of any Pledged Assets shall require rebuilding, repairing, maintenance, preparation, the Lender shall have the right, at its option, to do such rebuilding intended public sale or repairing for the purpose of putting the Pledged Assets in such salable or disposable form as it shall deem appropriate. At the Lender's request, the Borrower shall assemble the Pledged Assets and make them available to the Lender at places which the Lender shall select, whether at Borrower's premises or elsewhere, and make available to the Lender, without rent, all of Borrower's premises and facilities for the purpose of the Lender's taking possession of, removing time after which any private sale or putting other disposition of the Pledged Assets Collateral in saleable accordance with this Section 8 is to be made shall be reasonable notice of such sale or disposable formother disposition. The proceeds of any such sale, lease or other Collateral disposition of the Pledged Assets shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, lease, leasing and the like, and to the Secured Parties’ reasonable attorneys' ’ fees and legal expenses incurred by expenses, and then to the Lender Obligations and to the payment of any other amounts required by applicable law, after which Secured Parties shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Secured Parties are legally entitled, Borrower shall be liable for the deficiency, together with interest thereon at the rate of 10% per annum, and the reasonable fees of any attorneys Secured Parties employ to collect such deficiency; provided, however, that the foregoing shall not be deemed to require Secured Parties to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands against the Lender Secured Parties arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of Secured Parties” rights and remedies with respect thereto in accordance with applicable law.