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. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lender, and any officer, employee or agent of the Lender, with full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts , money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets that may come into possession of the Lender, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets to pay or discharge taxes, Liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Assets; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: to notify Lessees and other persons obligated with respect to the Pledged Assets to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets and the Lender's security interest therein to effect the intent of this Agreement all as fully and effectually as the Borrower night or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations of the eRoom Parties under the Operative Documents shall be outstanding.

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. (b) The To the extent permitted by applicable law, any sale upon the occurrence of an Event of Default, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all Borrower’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. (c) Borrower authorizes the Lender and does hereby make, constitute and appoint the Lenderappoints each Secured Party, and any officer, employee or agent of the Lendersuch Secured Party, with full power of substitution, as Borrower's ’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Required Note Holders’ election, in its own name or in the name of the Borrower, during upon the continuance occurence of an Event of Default: (i) to receive, to collect and endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the LenderSecured Parties’ possession, (ii) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsBorrower, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; (iii) to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; (iv) to demand, collect, issue receipt for, compromise, settle and xxxxxx, xxx for and recover monies due in respect of the Pledged Assets: Collateral; (v) to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to Secured Parties; (vi) to receive and open all mail addressed to Borrower and to notify postal authorities to change the Lenderaddress for the delivery of mail to Borrower to that of a Secured Party designated by the Required Note Holders; and, (vii) to file any claims or take any action or institute any proceedings which Secured Parties may deem necessary or desirable for the collection of any of the Collateral of Borrower or otherwise to enforce the rights of Secured Parties with respect to any of the Collateral; and (viii) generally, to do, at the Lender's Secured Parties’ option and at Borrower's ’s expense, at any time, or from time to time, all acts and things and to execute any instrument which the Lender Secured Parties deems necessary or advisable to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's Secured Parties’ security interest therein to effect the intent of this Agreement Agreement, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Obligations are outstanding. (d) All of Secured Parties’ rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

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. (b) The To the extent permitted by law, Borrower authorizes covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the Lender valuation or appraisal of the Collateral or any part thereof, prior to any sale or sales thereof to be made pursuant to any provision herein contained, or the decree, judgment or order of any court of competent jurisdiction; or, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, hereby expressly waives all benefit and does advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. (c) Any sale, whether under any power of sale hereby makegiven or by virtue of judicial proceedings, constitute shall operate to divest all Borrower’s right, title, interest, claim and appoint demand whatsoever, either at law or in equity, in and to the LenderCollateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. (d) Xxxxxxxx appoints Xxxxxx, and any officer, employee or agent of the LenderXxxxxx, with full power of substitution, as Borrower's Xxxxxxxx’s true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the LenderXxxxxx’s possession, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; to demand, collect, issue receipt for, compromise, settle and xxx sue for monies due in respect of the Pledged Assets: Collateral; to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to the Lender; and, generally, to do, at the Lender's Xxxxxx’s option and at Borrower's ’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's Xxxxxx’s security interest therein to effect the intent of this Agreement the Loan Documents, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Secured Obligations are outstanding. (e) All of Lender’s rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

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. (b) The To the extent permitted by law, Borrower authorizes covenants that it will not at any time insist' upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the Lender valuation or appraisal of the Collateral or any part thereof, prior to any sale or sales thereof to be made pursuant to any provision herein contained, or the decree, judgment or order of any court of competent jurisdiction; or, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, hereby expressly waives all benefit and does advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. (c) Any sale, whether under any power of sale hereby makegiven or by virtue of judicial proceedings, constitute shall operate to divest all Borrower's right, title, interest, claim and appoint demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. (d) Borrower appoints Lender, and any officer, employee or agent of the Lender, with full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the Lender's possession, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: Collateral; to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's security interest therein to effect the intent of this Agreement Note, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Secured Obligations are outstanding. (e) All of Lender's rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

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. (b) The To the extent permitted by applicable law, any sale upon the occurrence of an Event of Default, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all Borrower’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. (c) Borrower authorizes the Lender and does hereby make, constitute and appoint the Lenderappoints each Secured Party, and any officer, employee or agent of the Lendersuch Secured Party, with full power of substitution, as Borrower's ’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Required Note Holders’ election, in its own name or in the name of the Borrower, during upon the continuance occurence of an Event of Default, (i) to receive, collect and endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the LenderSecured Parties’ possession, (ii) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsBorrower, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; (iii) to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; (iv) to demand, collect, issue receipt for, compromise, settle and xxxxxx, xxx for and recover monies due in respect of the Pledged Assets: Collateral; (v) to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to Secured Parties; (vi) to receive and open all mail addressed to the LenderBorrower and to notify postal authorities to change the address for the delivery of mail to the Borrower to that of a Secured Party designated by the Required Note Holders; and, (vii) to file any claims or take any action or institute any proceedings which the Secured Parties may deem necessary or desirable for the collection of any of the Collateral of the Borrower or otherwise to enforce the rights of the Secured Parties with respect to any of the Collateral; and (viii) generally, to do, at the Lender's Secured Parties’ option and at Borrower's ’s expense, at any time, or from time to time, all acts and things and to execute any instrument which the Lender Secured Parties deems necessary or advisable to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's Secured Parties’ security interest therein to effect the intent of this Agreement Agreement, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Obligations are outstanding. (d) All of Secured Parties’ rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

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. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lenderappoints each Secured Party, and any officer, employee or agent of the Lendersuch Secured Party, with full power of substitution, as Borrower's ’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Majority Note Holders’ election, in its own name or in the name of the Borrower, during the continuance of an Event of Default, (i) to endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the Lender, Secured Parties’ possession; (ii) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsBorrower, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; (iii) to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; (iv) to demand, collect, collect and issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: Collateral; (v) to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to the LenderSecured Parties; and, and (vi) generally, to do, at the Lender's Secured Parties’ option and at Borrower's ’s expense, at any time, or from time to time, all acts and things which the Lender Secured Parties deems necessary to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's Secured Parties’ security interest therein to effect the intent of this Agreement Agreement, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Secured Obligations are outstanding. (c) All of Secured Parties’ rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (ai) If During the continuance of an Event of Default shall have occurred and be continuingDefault, the Lender Collateral Agent (on behalf of the Purchasers), 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 Company (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 Uniform Commercial Code (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, during the Borrower agrees that continuance of an Event of Default, the Lender Collateral Agent 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 conditions in its sole discretion discretion, may deem advisable, and it any of the Purchasers shall have the right to purchase such Pledged Assets at any such sale; and, if . The Company agrees that a notice sent at least ten (10) business 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 selling and the like, and to the Collateral Agent’s or any Purchasers’ reasonable and documented 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 the Purchasers shall account to the Company 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 the Purchasers are legally entitled, such proceeds shall be divided among the Purchasers pro rata based on the principal and accrued interest then outstanding on the Senior Notes, and the Company shall be liable for the deficiency, together with additional interest thereon at the rate of ten percent (10%) per annum, and the reasonable fees of any attorneys the Collateral Agent or the Purchasers employ to collect such deficiency; provided, however, that the foregoing shall not be deemed to require the Collateral Agent to resort to or initiate proceedings against the Collateral prior to the collection of any such deficiency from the Company. To the extent permitted by applicable law, the Borrower Company waives all claims, damages and demands against the Lender Collateral Agent and the Purchasers arising out of the repossession, removal, retention or sale or lease of the Pledged AssetsCollateral or other exercise of the rights and remedies of the Collateral Agent with respect thereto. (bii) Any sale, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all the Company’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against the Company, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through the Company, its successors or assigns. (iii) The Borrower authorizes Company hereby appoints the Lender and does hereby make, constitute and appoint the LenderCollateral Agent, and any officer, employee or agent of the LenderCollateral Agent, with full power of substitution, as Borrower's the Company’s true and lawful attorney-in-fact, effective as of the date hereof, with power, power in its own name or in the name of the BorrowerCompany, during the continuance of an Event of Default, : (A) to endorse any notes, checks, drafts drafts, money orders, orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the Lender, Collateral Agent’s possession; (B) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsthe Company, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets the Collateral; (C) to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; (D) to demand, collect, issue receipt for, compromise, settle and xxx sue for monies due in respect of the Pledged Assets: Collateral; (E) to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to the LenderCollateral Agent; and, and (F) generally, to do, at the Lender's Collateral Agent’s option and at Borrower's the Company’s expense, at any time, or from time to time, all acts and things which the Lender Collateral Agent deems necessary to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's Collateral Agent’s security interest therein to effect the intent of this Agreement Agreement, all as fully and effectually as the Borrower night Company might or could do; and the Borrower Company hereby ratifies all that said attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Obligations are outstanding. (iv) All of the eRoom Parties under Collateral Agent’s rights and remedies with respect to the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) If an After any Event of Default shall have occurred and be while such Event of Default is continuing, the Lender Majority Note Holders, acting on behalf of the Secured Parties, 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 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 Majority Note Holders, acting on behalf of 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 (subject to applicable state and federal securities laws), 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 (as determined by holders of a majority of the outstanding principal amount under the Notes), may deem advisable, and it Secured Parties shall have the right to purchase such Pledged Assets all or any part of the Collateral at any such sale; andprovided that the Majority Note Holders, 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 acting on behalf of the Lender's taking possession ofSecured Parties, removing or putting the Pledged Assets in saleable or disposable formshall give Borrower ten (10) days advance notice of such sale. 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 reasonable attorneys' ’ fees and legal expenses incurred by for one attorney representing Secured Parties, and then to the Lender Obligations and to the payment of any other amounts required by applicable law. To the extent permitted by applicable law, the after which Secured Parties shall account to Borrower waives all claims, damages and demands against the Lender arising out of the repossession, removal, retention or sale or lease of the Pledged Assetsfor any surplus proceeds. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lender, and any officer, employee or agent All of the Lender, with full power of substitution, as Borrower's true Secured Parties’ rights and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts , money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets that may come into possession of the Lender, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets to pay or discharge taxes, Liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Assets; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: to notify Lessees and other persons obligated remedies with respect to the Pledged Assets Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently. (c) If there are insufficient funds to make payments directly pay in full in cash each of the Notes, funds available therefor shall be distributed and paid among the Secured Parties in a manner so that each Secured Party receives his or its Pro Rata Share (as hereinafter defined; provided, however, that the foregoing shall in no way offset the conversion of the Notes in accordance with their terms, which Notes may be converted without regard to conversion of any other Notes) thereof. For purposes hereof, “Pro Rata Share” shall mean, as to any Secured Party, the aggregate unpaid principal amount, plus accrued but unpaid interest, under all Notes held by such Secured Party as compared to the Lender; andaggregate unpaid principal amount, generallyplus accrued but unpaid interest, under all Notes held by the Secured Parties. If any Secured Party receives any payment under or with respect to dosuch Secured Party’s Notes in excess in trust of an amount equal to his or its Pro Rata Share, at the Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets and the Lender's security interest therein to effect the intent of this Agreement all as fully and effectually as the Borrower night or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney such Secured Party shall be irrevocable as long as any deemed to hold such excess for the benefit of the obligations other Secured Parties and shall promptly remit such amount to and among the Secured Parties so as to ensure all Secured Parties receive their full Pro Rata Share of all cash payments, under or with respect to the eRoom Parties under the Operative Documents shall be outstandingNotes.

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. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lender, and any officer, employee Collateral or agent other exercise of the Lender, Secured Parties’ rights and remedies with full power of substitutionrespect thereto. “UCC” means the Uniform Commercial Code, as Borrower's true and lawful attorney-in-factthe same may, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts , money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets that may come into possession of the Lender, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets to pay or discharge taxes, Liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Assets; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: to notify Lessees and other persons obligated with respect to the Pledged Assets to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the “UCC” is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all acts of the attachment, perfection, or priority of, or remedies with respect to, the Secured Parties’ Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and things which in effect in such other jurisdiction solely for purposes on the Lender deems necessary provisions thereof relating to protectsuch attachment, preserve perfection, priority, or remedies and realize upon the Pledged Assets for purposes of definitions relating to such provisions. The rights and remedies with respect to Debtor and the Lender's security interest therein to effect the intent of this Agreement all as fully and effectually as the Borrower night Collateral, whether established hereby or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do by any other agreements, instruments or cause to be done documents or by virtue hereof. This power of attorney law, shall be irrevocable as long as cumulative and may be exercised singly or concurrently, and are not exclusive of any other rights or remedies provided under any other agreement, instrument or document to which Debtor is a party or by which it or any of the obligations of the eRoom Parties under the Operative Documents shall be outstandingCollateral is bound or by law or equity.

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. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lender, and any officer, employee or agent of the Lender, with full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts , money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets that may come into possession of the Lender, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets to pay or discharge taxes, Liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Assets; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: to notify Lessees and other persons obligated with respect to the Pledged Assets to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets and the Lender's security interest therein to effect the intent of this Agreement all as fully and effectually as the Borrower night or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations of the eRoom Parties under the Operative Documents shall be outstanding.

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. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lender, and any officer, employee or agent of the Lender, with full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts , money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets that may come into possession of the Lender, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets to pay or discharge taxes, Liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Assets; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: to notify Lessees and other persons obligated with respect to the Pledged Assets to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets and the Lender's security interest therein to effect the intent of this Agreement all as fully and effectually as the Borrower night or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations of the eRoom Parties under the Operative Documents shall be outstanding.

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. (b) The To the extent permitted by applicable law, any sale upon the occurrence of an Event of Default, whether under any power of sale hereby given or by virtue of judicial proceedings, shall operate to divest all Borrower’s right, title, interest, claim and demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. c) Borrower authorizes the Lender and does hereby make, constitute and appoint the Lenderappoints each Secured Party, and any officer, employee or agent of the Lendersuch Secured Party, with full power of substitution, as Borrower's ’s true and lawful attorney-in-fact, effective as of the date hereof, with power, upon the Required Note Holders’ election, in its own name or in the name of the Borrower, during upon the continuance occurence of an Event of Default: (i) to receive, to collect and endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the LenderSecured Parties’ possession, (ii) to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtorsBorrower, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; (iii) to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; (iv) to demand, collect, issue receipt for, compromise, settle and xxxxxx, xxx for and recover monies due in respect of the Pledged Assets: Collateral; (v) to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to Secured Parties; (vi) to receive and open all mail addressed to Borrower and to notify postal authorities to change the Lenderaddress for the delivery of mail to Borrower to that of a Secured Party designated by the Required Note Holders; and, (vii) to file any claims or take any action or institute any proceedings which Secured Parties may deem necessary or desirable for the collection of any of the Collateral of Borrower or otherwise to enforce the rights of Secured Parties with respect to any of the Collateral; and (viii) generally, to do, at the Lender's Secured Parties’ option and at Borrower's ’s expense, at any time, or from time to time, all acts and things and to execute any instrument which the Lender Secured Parties deems necessary or advisable to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's Secured Parties’ security interest therein to effect the intent of this Agreement Agreement, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Obligations are outstanding. d) All of Secured Parties’ rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

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. (b) The To the extent permitted by law, Borrower authorizes covenants that it will not at any time insist upon or plead, or in any manner whatever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take or insist upon any benefit or advantage of or from any law now or hereafter in force providing for the Lender valuation or appraisal of the Collateral or any part thereof, prior to any sale or sales thereof to be made pursuant to any provision herein contained, or the decree, judgment or order of any court of competent jurisdiction; or, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, hereby expressly waives all benefit and does advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted. (c) Any sale, whether under any power of sale hereby makegiven or by virtue of judicial proceedings, constitute shall operate to divest all Borrower's right, title, interest, claim and appoint demand whatsoever, either at law or in equity, in and to the Collateral sold, and shall be a perpetual bar, both at law and in equity, against Borrower, its successors and assigns, and against all persons and entities claiming the Collateral sold or any part thereof under, by or through Borrower, its successors or assigns. (d) Borrower appoints Lender, and any officer, employee or agent of the Lender, with full power of substitution, as Borrower's true and lawful attorney-in-fact, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts drafts, money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets Collateral that may come into possession of the Lender's possession, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets Collateral; to pay or discharge taxes, Liens, security interests taxes or other encumbrances Liens at any time levied or placed on or threatened against the Pledged AssetsCollateral; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: Collateral; to notify Lessees persons and other persons entities obligated with respect to the Pledged Assets Collateral to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve and realize upon the Pledged Assets Collateral and the Lender's security interest therein to effect the intent of this Agreement Note, all as fully and effectually as the Borrower night might or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable as long as any of the obligations Secured Obligations are outstanding. (e) All of Lender's rights and remedies with respect to the eRoom Parties under the Operative Documents Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be outstandingcumulative and may be exercised singly or concurrently.

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. (b) The Borrower authorizes the Lender and does hereby make, constitute and appoint the Lender, and any officer, employee Collateral or agent other exercise of the Lender, Secured Party’s rights and remedies with full power of substitutionrespect thereto. “UCC” means the Uniform Commercial Code, as Borrower's true and lawful attorney-in-factthe same may, effective as of the date hereof, with power, in its own name or in the name of the Borrower, during the continuance of an Event of Default, to endorse any notes, checks, drafts , money orders, or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Pledged Assets that may come into possession of the Lender, to sign and endorse any invoice, freight or express xxxx, xxxx of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts, and other documents relating to Pledged Assets to pay or discharge taxes, Liens, security interests or other encumbrances at any time levied or placed on or threatened against the Pledged Assets; to demand, collect, issue receipt for, compromise, settle and xxx for monies due in respect of the Pledged Assets: to notify Lessees and other persons obligated with respect to the Pledged Assets to make payments directly to the Lender; and, generally, to do, at the Lender's option and at Borrower's expense, at any time, or from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the “UCC” is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all acts of the attachment, perfection, or priority of, or remedies with respect to, the Secured Party’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and things which in effect in such other jurisdiction solely for purposes on the Lender deems necessary provisions thereof relating to protectsuch attachment, preserve perfection, priority, or remedies and realize upon for purposes of definitions relating to such provisions. The rights and remedies with respect to the Pledged Assets Debtors and the Lender's security interest therein to effect the intent of this Agreement all as fully and effectually as the Borrower night Collateral, whether established hereby or could do; and the Borrower hereby ratifies all that said attorney shall lawfully do by any other agreements, instruments or cause to be done documents or by virtue hereof. This power of attorney law, shall be irrevocable as long as cumulative and may be exercised singly or concurrently, and are not exclusive of any other rights or remedies provided under any other agreement, instrument or document to which any Debtor is a party or by which it or any of the obligations of the eRoom Parties under the Operative Documents shall be outstandingCollateral is bound or by law or equity.