Common use of Rights and Remedies Upon Default Clause in Contracts

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent may enter any premises of any one or more of the Dealers, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer shall cease disposition of and shall assemble the Collateral and make it available to Agent, at Dealers’ expense, at a convenient place or places designated by Agent. Agent may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent to a person who is liable to Agent under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent for any deficiency resulting from Agent's disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and has no right to require Agent to enforce, any repurchase agreement. If a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's rights and remedies shall be cumulative. At Agent's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent to collect such amounts directly from Vendors and, upon request of Agent, shall instruct Vendors to pay Agent directly. Each Dealer irrevocably waives any requirement that Agent retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Agent’s election to extend or not make a Loan to a Dealer is solely at Agent’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent CDF may terminate any obligations it or has any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent CDF may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each CDF request, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ Dealer’s expense, at a convenient place or places designated by AgentCDF. Agent CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ Dealer’s expense, pending sale or other disposition. Each Dealer agrees that the sale sell of inventory Inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent CDF for any deficiency resulting from Agent's disposition of any CollateralCDF’s disposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and property is given if given to Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CDF may perform the same in any form or manner Agent CDF in its discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CDF’s rights and remedies shall be cumulative. At Agent's CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent CDF to collect such amounts directly from Vendors and, upon request of AgentCDF, shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentCDF’s election to extend or not make a Loan extend credit to a Dealer is solely at Agent’s CDF discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence and during the continuance of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CPC shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and as well as all the rights and remedies set forth in this Agreement. Agent CPC may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations Indebtedness immediately due and payable without notice or demand. Each Dealer waives Resellers waive notice of intent to accelerate, and of acceleration of any ObligationsIndebtedness. Agent CPC may enter any premises of any one or more of the Dealerseither Reseller, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer CPC requests, Resellers shall cease disposition of and shall assemble the Collateral and make it available to AgentCPC, at DealersResellers’ expense, at a convenient place or places designated by AgentCPC. Agent CPC may take possession of the Collateral or any part thereof on any one or more of Dealereither Reseller’s premises and cause it to remain there at DealersResellers’ expense, and store said Collateral upon either Reseller’s premises pending sale or other disposition. Each Dealer agrees Upon the voluntary surrender of the Collateral to CPC or upon foreclosure of the Collateral by CPC, Resellers agree that the sale of inventory Inventory by Agent CPC to a person Person who is liable to Agent CPC under an agreement to repurchase inventory (a guaranty, endorsement, repurchase agreement or the like “Repurchase Agreement”) shall not be deemed to be a transfer subject to UCC §9-618 618(a) or any similar provision of any other applicable law, and each Dealer waives Resellers waive any provision of such laws to that effect. Each Dealer agrees Resellers agree that the repurchase of inventory Inventory by a Vendor pursuant to a repurchase agreement with Agent Repurchase Agreement shall be deemed a commercially reasonable method of disposition. Dealers Resellers shall be jointly and severally liable to Agent CPC for any deficiency resulting from Agent's disposition of any CollateralCPC’s disposition, including without limitation a repurchase by a VendorVendor pursuant to a Repurchase Agreement, regardless of any subsequent disposition thereof. No Dealer is Resellers are not a beneficiary of, and has have no right to require Agent CPC to enforce, any repurchase agreementRepurchase Agreement. If Any notice of a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith disposition shall be additional Obligations deemed reasonably and shall be immediately due and payable without notice together with interest payable on demand properly given if sent to Reseller Agent at the Default Rateleast 10 days before such disposition. All of Agent's CPC’s rights and remedies shall be cumulative. At Agent's CPC’s request, or without request in the event of an Automatic Default, each Dealer Resellers shall pay all Vendor Credits to Agent CPC as soon as the same are received for application to the ObligationsIndebtedness. Each Dealer authorizes Agent Resellers authorize CPC to collect such amounts Vendor Credits directly from Vendors and, upon request of AgentCPC, shall instruct Vendors to pay Agent CPC directly. Each Dealer Resellers irrevocably waives waive any requirement that Agent CPC retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereofjudgment. AgentCPC’s election to extend or not make a Loan extend credit to a Dealer either Reseller is solely at AgentCPC’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent may enter any premises of any one or more of the Dealers, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer shall cease disposition of and shall assemble the Collateral and make it available to Agent, at Dealers’ expense, at a convenient place or places designated by Agent. Agent may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent to a person who is liable to Agent under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent for any deficiency resulting from Agent's ’s disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and has no right to require Agent to enforce, any repurchase agreement. If a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's ’s rights and remedies shall be cumulative. At Agent's ’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent to collect such amounts directly from Vendors and, upon request of Agent, shall instruct Vendors to pay Agent directly. Each Dealer irrevocably waives any requirement that Agent retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Agent’s election to extend or not make a Loan to a Dealer is solely at Agent’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence Whenever any Event of a DefaultDefault occurs, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent -------------------------------- Mortgagee may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent may enter any premises of take any one or more of the Dealersfollowing remedial steps concurrently or successively in addition to any other remedies under the Loan Documents, with at law or without process of law, without forcein equity, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer shall cease disposition of and shall assemble the Collateral and make it available to Agent, at Dealers’ expense, at a convenient place or places designated extent permitted by Agent. Agent may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent to a person who is liable to Agent under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent for any deficiency resulting from Agent's disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and has no right to require Agent to enforce, any repurchase agreement. If a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith shall be additional 6.2.1 The Secured Obligations and shall be immediately due and payable payable, without presentment of any kind, demand, notice of dishonor, protest, notice of default, notice of intention to accelerate maturity, notice of acceleration of maturity or other notice of any kind, all of which Mortgagor hereby waives. 6.2.2 Mortgagee may enter and take possession of the Real Property without terminating this Mortgage, and complete construction of the Improvements (or any part thereof) and perform the obligations of Mortgagor under the Loan Documents. 6.2.3 To the extent permitted by law and in accordance with all applicable law, Mortgagee may exercise its power of sale. 6.2.4 Mortgagee may foreclose this Mortgage or accept delivery of a deed in lieu of foreclosure. In any foreclosure or sale, Mortgagee shall be under no obligation either to marshal any assets of the Mortgagor or to marshal any portions of the Property. 6.2.5 Mortgagee may xxx Mortgagor directly to collect any monies then due and may take any action at law or equity (including bringing an action for a mandatory injunction, restraining order or specific performance) to enforce performance of Mortgagor's Obligations. 6.2.6 For any security in which no interest arises under real estate law, Mortgagee may exercise its rights as a secured party under Article 9. Mortgagor agrees that a commercially reasonable manner of disposition of the Property subject to security interests under Article 9 shall include, without limitation and at the option of Mortgagee, the sale of the Property in whole or in part, concurrently with the foreclosure sale of the Property in accordance with the provisions of this Mortgage. 6.2.7 Mortgagee may terminate its obligation to disburse loan proceeds. 6.2.8 Mortgagee may, and is hereby authorized by Mortgagor, at any time or from time to time, to the fullest extent permitted by law, without advance notice to Mortgagor (any such notice being expressly waived by Mortgagor) to set-off and apply any and all sums held by Mortgagee, any indebtedness of Mortgagee to Mortgagor, any and all claims by Mortgagor against Mortgagee, against any obligations of Mortgagor hereunder, and against claims by Mortgagee against Mortgagor, whether or not such obligations or claims of Mortgagor are matured and whether or not Mortgagee has exercised any other remedies hereunder. 6.2.9 In any action or proceeding to foreclose this Mortgage, or upon actual or threatened waste to any part of the Property, Mortgagee may apply, without notice together with interest payable to Mortgagor, for the appointment of a receiver ("Receiver") of the business conducted by Mortgagor on demand the Real Property. Unless prohibited by law, such appointment may be made either before or after sale, without notice, without regard to the solvency or insolvency of Mortgagor at the Default Rate. All time of Agent's rights and remedies shall be cumulative. At Agent's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent as soon as the same are received application for application to the Obligations. Each Dealer authorizes Agent to collect such amounts directly from Vendors and, upon request of Agent, shall instruct Vendors to pay Agent directly. Each Dealer irrevocably waives any requirement that Agent retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Agent’s election to extend or not make a Loan to a Dealer is solely at Agent’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, Receiver and without regard to the then value of the Property, and Mortgagee may be appointed as Receiver. The Receiver shall have the power to collect the rents, issues and profits of the business conducted by Mortgagor on the Real Property during the pendency of the foreclosure and, in case of a sale and deficiency during the full statutory period of redemption, whether Agent there be redemption or not, as well as during any future times, if any, when Mortgagor, except for the intervention of such Receiver, would be entitled to collect such rents, issues and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the business conducted by Mortgagor on the Real Property during the whole of said proceeding. All sums of money received by the Receiver from such rents and income, after deducting therefrom the reasonable charges and expenses paid or incurred in connection with the collection and disbursement thereof, shall be applied to the payment of the Secured Obligations or applied to remedy any default hereunder as Mortgagee may direct. Mortgagor, if requested to do so, will consent to the appointment of any such Receiver as aforesaid. 6.2.10 Mortgagee may obtain control over and collect all accounts, contract rights, instruments, documents, or chattel paper of Mortgagor now owned or existing or hereafter arising or acquired (the "Receivables") and apply the proceeds of the collections to satisfaction of the Secured Obligations unless prohibited by law. Mortgagor appoints Mortgagee or its designee as attorney for Mortgagor with powers [i] to receive, to indorse, to sign and/or to deliver, in Mortgagor's name or Mortgagee's name, any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, and to waive demand, presentment, notice of dishonor, protest, and any other notice with respect to any such instrument; [ii] to sign Mortgagor's name on any invoice or xxxx of lading relating to any Receivable, drafts against account debtors, assignments and verifications of Receivables, and notices to account debtors; [iii] to send verifications of Receivables to any account debtor; and [iv] to do all other acts and things necessary to carry out this Mortgage. Mortgagee shall not be liable for any omissions, commis-sions, errors of judgment, or mistakes in fact or law made in the exercise of any such powers. At Mortgagee's option, Mortgagor shall [i] provide Mortgagee a full accounting of all amounts received on account of Receivables with such frequency and in such form as Mortgagee may require, either with or without applying all collections on Receivables in payment of Mortgagor's Obligations secured hereby or [ii] deliver to Mortgagee on the day of receipt all such collections in the form received and duly indorsed by Mortgagor. At Mortgagee's request, Mortgagor shall institute any action or enter into any settlement determined by Mortgagee to be necessary to obtain recovery or redress from any account debtor in default of Receivables. Mortgagee may give notice of its security interest in the Receivables to any or all account debtors with instructions to make all payments on Receivables directly to Mortgagee, thereby terminating Mortgagor's authority to collect Receivables. After terminating Mortgagor's authority to enforce or collect Receivables, Mortgagee shall have the right to take possession of any or all Receivables and records thereof and is hereby authorized to do so, and only Mortgagee shall have the right to collect and enforce the Receivables. Prior to the occurrence of an Event of Default, at Mortgagor's cost and expense, but on behalf of Mortgagee and for Mortgagee's account, Mortgagor shall collect or otherwise enforce all amounts unpaid on Receivables and hold all such collections in trust for Mortgagee, but Mortgagor may commingle such collections with Mortgagor's own funds, until Mortgagor's authority to do so has accelerated been terminated, which may be done only after an Event of Default. Notwithstanding any Obligationsother provision hereof, Agent Mortgagee does not assume any of Mortgagor's obligations under any Receivable, and Mortgagee shall not be responsible in any way for the performance of any of the terms and conditions thereof by Mortgagor. 6.2.11 Mortgagee may take any other action which Mortgagee is entitled to take under any law, equity, or the Loan Documents 6.2.12 Mortgagee may, at its option, but without noticeany obligation so to do, apply and without waiving or releasing Mortgagor from any of the Default Rate.agreements and covenants in the Loan Documents, pay any sum or perform any act or take such action as Mortgagee may deem necessary or desirable in order to protect the lien of this Mortgage, the Property or otherwise in the sole discretion of Mortgagee. Mortgagor hereby grants to Mortgagee, and agrees that Mortgagee shall have, after the occurrence of one or more Events of Default, the absolute and immediate right to enter in and upon the Real Property or any part thereof to such extent and as often as Mortgagee, in its sole discretion, deems necessary or desirable for such purpose. Mortgagee may pay and expend such sums of money as it may, in its sole discretion, deem necessary for the purposes stated herein. Mortgagor hereby agrees to pay to Mortgagee, on demand, all such sums so paid or expended by Mortgagee, together with interest thereon from the date of each such payment or expenditure at the default rate specified in the Note. 6.3

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), . Lender shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent Lender may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent Lender may enter any premises of any one or more of the Dealers, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests Lender requests, each Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentLender, at Dealers’ ' expense, at a convenient place or places designated by AgentLender. Agent Lender may take possession of the Collateral or any part thereof on any one or more of Dealer’s Dealers' premises and cause it to remain there at Dealers’ ' expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent Lender to a person who is liable to Agent Lender under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent Lender shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent Lender for any deficiency resulting from AgentLender's disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and nor has no any right to require Agent Lender to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to a Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent Lender may perform the same in any form or manner Agent Lender in its discretion deems necessary or desirable, and all monies paid by Agent Lender in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of AgentLender's rights and remedies shall be cumulative. At AgentLender's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent Lender as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent Lender to collect such amounts directly from Vendors and, upon request of AgentLender, shall instruct Vendors to pay Agent Lender directly. Each Dealer irrevocably waives any requirement that Agent Lender retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Agent’s Lender's election to extend or not make a Loan extend credit to a Dealer is solely at Agent’s Lender's discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent Lender has accelerated any Obligations, Agent Lender may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent Upon the occurrence of a Default, CDF may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent Upon the occurrence of a Default, CDF may exercise control over any Deposit Accounts (as defined in Article 9 of the Illinois Uniform Commercial Code) included in the Collateral and apply any balances on deposit therein to the Obligations in such order and amount as CDF may elect. Upon the occurrence of a Default, CDF may enter any premises of any one or more of the Dealers, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests Upon the occurrence of a Default, if CDF requests, each Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ expense, at a convenient place or places designated by AgentCDF. Agent Upon the occurrence of a Default, CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s Dealers’ premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent CDF for any deficiency resulting from Agent's CDF’s disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and nor has no any right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to a Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CDF may perform the same in any form or manner Agent CDF in its reasonable discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CDF’s rights and remedies shall be cumulative. At Agent's CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent CDF to collect such amounts directly from Vendors and, upon request of AgentCDF, shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentDuring the Inventory Financing Agreement continuation of a Default, CDF’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCDF’s discretion and does not depend on the absence or existence of a Defaultdiscretion. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent CDF may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent CDF may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each CDF requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ Dealer's expense, at a convenient place or places designated by AgentCDF. Agent CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s 's premises and cause it to remain there at Dealers’ Dealer's expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent CDF for any deficiency resulting from AgentCDF's disposition of any Collateraldisposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CDF may perform the same in any form or manner Agent CDF in its discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of AgentCDF's rights and remedies shall be cumulative. At AgentCDF's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent CDF to collect such amounts directly from Vendors and, upon request of AgentCDF, shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentCDF’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCDF’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CPC shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and as well as all the rights and remedies set forth in this Agreement. Agent CPC may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations Indebtedness immediately due and payable without notice or demand. Each Dealer Reseller waives notice of intent to accelerate, and of acceleration of any ObligationsIndebtedness. Agent CPC may enter any premises of any one or more of the Dealersa Reseller, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer CPC requests, a Reseller shall cease disposition of and shall assemble the Collateral and make it available to AgentCPC, at Dealers’ such Reseller’s expense, at a convenient place or places designated by AgentCPC. Agent CPC may take possession of the Collateral or any part thereof on any one or more of DealerReseller’s premises and cause it to remain there at Dealers’ Reseller’s expense, and store said Collateral upon Reseller’s premises pending sale or other disposition. Each Dealer Upon the voluntary surrender of the Collateral to CPC or upon foreclosure of the Collateral by CPC, Reseller agrees that the sale of inventory Inventory by Agent CPC to a person who is liable to Agent CPC under an agreement to repurchase inventory (a guaranty, endorsement, repurchase agreement or the like “Repurchase Agreement”) shall not be deemed to be a transfer subject to UCC §9-618 618(a) or any similar provision of any other applicable law, and each Dealer Reseller waives any provision of such laws to that effect. Each Dealer agrees Resellers agree that the repurchase of inventory Inventory by a Vendor pursuant to a repurchase agreement with Agent Repurchase Agreement shall be deemed a commercially reasonable method of disposition. Dealers Each Reseller shall be jointly and severally liable to Agent CPC for any deficiency resulting from Agent's disposition of any CollateralCPC’s disposition, including without limitation a repurchase by a VendorVendor pursuant to a Repurchase Agreement, regardless of any subsequent disposition thereof. No Dealer is a beneficiary Resellers are not beneficiaries of, and has have no right to require Agent CPC to enforce, any repurchase agreementRepurchase Agreement. If Any notice of a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith disposition shall be additional Obligations deemed reasonably and shall be immediately due and payable without notice together with interest payable on demand properly given if sent to a Reseller at the Default Rateleast 10 days before such disposition. All of Agent's CPC’s rights and remedies shall be cumulative. At Agent's CPC’s request, or without request in the event of an Automatic Default, each Dealer Resellers shall pay all Vendor Credits to Agent CPC as soon as the same are received for application to the ObligationsIndebtedness. Each Dealer authorizes Agent Resellers authorize CPC to collect such amounts Vendor Credits directly from Vendors and, upon request of AgentCPC, shall instruct Vendors to pay Agent CPC directly. Each Dealer Additionally, in the event of an Automatic Default, the obligations of CPC, if any, shall automatically terminate, all Indebtedness shall automatically become immediately due and payable and Resellers shall automatically be obligated to repay all of such Indebtedness in full, without presentment, demand, protect or notice or other requirements of any kind, all of which are expressly waived by Resellers. Resellers irrevocably waives waive any requirement that Agent CPC retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereofjudgment. AgentCPC’s election to extend or not make a Loan extend credit to a Dealer Reseller is solely at AgentCPC’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent Upon the occurrence of a Default, CDF may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent Upon the occurrence of a Default, CDF may exercise control over any Deposit Accounts (as defined in Article 9 of the Illinois Uniform Commercial Code) included in the Collateral and apply any balances on deposit therein to the Obligations in such order and amount as CDF may elect. Upon the occurrence of a Default, CDF may enter any premises of any one or more of the Dealers, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests Upon the occurrence of a Default, if CDF requests, each Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ expense, at a convenient place or places designated by AgentCDF. Agent Upon the occurrence of a Default, CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s Dealers’ premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent CDF for any deficiency resulting from Agent's CDF’s disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and nor has no any right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to a Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CDF may perform the same in any form or manner Agent CDF in its reasonable discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CDF’s rights and remedies shall be cumulative. At Agent's CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent CDF to collect such amounts directly from Vendors and, upon request of AgentCDF, shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentDuring the continuation of a Default, CDF’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCDF’s discretion and does not depend on the absence or existence of a Defaultdiscretion. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), the Company shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent The Company may terminate any obligations it or has any Lender has under this Agreement and any outstanding credit funding approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer Product Handler waives notice of intent to accelerate, and of acceleration of any Obligations. Agent The Company may enter any premises of any one or more of the DealersProduct Handler, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer At the Company’s request, Product Handler shall cease disposition of and shall assemble the Collateral and make it available to Agentthe Company, at Dealers’ Product Handler’s expense, at a convenient place or places designated by Agentthe Company. Agent The Company may take possession of the Collateral or any part thereof on any one or more of DealerProduct Handler’s premises and cause it to remain there at Dealers’ Product Handler’s expense, pending sale or other disposition. Each Dealer Product Xxxxxxx agrees that the sale of inventory Inventory by Agent the Company to a person who is liable to Agent the Company under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer Product Handler waives any provision of such laws to that effect. Each Dealer Product Handler agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent the Company shall be a commercially reasonable method of disposition. Dealers Product Handler shall be jointly and severally liable to Agent the Company for any deficiency resulting from Agent's disposition of any Collateralthe Company’s disposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer Product Handler is not a beneficiary of, and has no right to require Agent the Company to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Product Handler at least ten (10) days before such disposition. If a Dealer Product Handler fails to perform any of its obligations under this Agreement, Agent the Company may perform the same in any form or manner Agent the Company in its discretion deems necessary or desirable, and all monies paid by Agent the Company in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's the Company’s rights and remedies shall be cumulative. At Agent's the Company’s request, or without request in the event of an Automatic Default, each Dealer Product Handler shall pay all Vendor Credits to Agent the Company as soon as the same are received for application to the Obligations. Each Dealer Product Handler authorizes Agent the Company to collect such amounts directly from Vendors and, upon request of Agentthe Company, shall instruct Vendors to pay Agent the Company directly. Each Dealer Product Handler irrevocably waives any requirement that Agent the Company retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentThe Company’s election to extend or not make a Loan extend credit to a Dealer Product Handler is solely at Agentthe Company’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent the Company has accelerated any Obligations, Agent the Company may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CPC shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and as well as all the rights and remedies set forth in this Agreement. Agent CPC may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations Indebtedness immediately due and payable without notice or demand. Each Dealer Reseller waives notice of intent to accelerate, and of acceleration of any ObligationsIndebtedness. Agent CPC may enter any premises of any one or more of the DealersReseller, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer CPC requests, Reseller shall cease disposition of and shall assemble the Collateral and make it available to AgentCPC, at Dealers’ Reseller's expense, at a convenient place or places designated by AgentCPC. Agent CPC may take possession of the Collateral or any part thereof on any one or more of DealerReseller's premises at Reseller's expense, and store said Collateral upon Reseller’s premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer Reseller agrees that the sale of inventory Inventory by Agent CPC to a person who is liable to Agent CPC under an agreement to repurchase inventory (a guaranty, endorsement, repurchase agreement or the like “Repurchase Agreement”) shall not be deemed to be a transfer subject to UCC §9-618 618(a) or any similar provision of any other applicable law, and each Dealer Reseller waives any provision of such laws to that effect. Each Dealer Reseller agrees that the repurchase of inventory Inventory by a Vendor pursuant to a repurchase agreement with Agent Repurchase Agreement shall be deemed a commercially reasonable method of disposition. Dealers Reseller shall be jointly and severally liable to Agent CPC for any deficiency resulting from AgentCPC's disposition of any Collateraldisposition, including without limitation a repurchase by a VendorVendor pursuant to a Repurchase Agreement, regardless of any subsequent disposition thereof. No Dealer Reseller is not a beneficiary of, and has no right to require Agent CPC to enforce, any repurchase agreementRepurchase Agreement. Any notice of a disposition shall be deemed reasonably and properly given if sent to Reseller at least 10 days before such disposition. If a Dealer Reseller fails to perform any of its obligations under this Agreement, Agent CPC may perform the same in any form or manner Agent CPC, in its discretion discretion, deems necessary or desirable, and all monies paid by Agent CPC in connection therewith shall be additional Obligations Indebtedness and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of AgentCPC's rights and remedies shall be cumulative. At AgentCPC's request, or without request in the event of an Automatic Default, each Dealer Reseller shall pay all Vendor Credits to Agent CPC as soon as the same are received for application to the ObligationsIndebtedness. Each Dealer Reseller authorizes Agent CPC to collect such amounts Vendor Credits directly from Vendors and, upon request of AgentCPC, shall instruct Vendors to pay Agent CPC directly. Each Dealer Reseller irrevocably waives any requirement that Agent CPC retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereofjudgment. Agent’s CPC's election to extend or not make a Loan extend credit to a Dealer Reseller is solely at Agent’s CPC's discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CPC shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and as well as all the rights and remedies set forth in this Agreement. Agent CPC may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations Indebtedness immediately due and payable without notice or demand. Each Dealer Reseller waives notice of intent to accelerate, and of acceleration of any ObligationsIndebtedness. Agent CPC may enter any premises of any one or more of the DealersReseller, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer CPC requests, Reseller shall cease disposition of and shall assemble the Collateral and make it available to AgentCPC, at Dealers’ Reseller’s expense, at a convenient place or places designated by AgentCPC. Agent CPC may take possession of the Collateral or any part thereof on any one or more of DealerReseller’s premises and cause it to remain there at Dealers’ Reseller’s expense, and store said Collateral upon Reseller’s premises pending sale or other disposition. Each Dealer Upon the voluntary surrender of the Collateral to CPC or upon foreclosure of the Collateral by CPC, Reseller agrees that the sale of inventory Inventory by Agent CPC to a person who is liable to Agent CPC under an agreement to repurchase inventory (a guaranty, endorsement, repurchase agreement or the like “Repurchase Agreement”) shall not be deemed to be a transfer subject to UCC §9-618 618(a) or any similar provision of any other applicable law, and each Dealer Reseller waives any provision of such laws to that effect. Each Dealer Reseller agrees that the repurchase of inventory Inventory by a Vendor pursuant to a repurchase agreement with Agent Repurchase Agreement shall be deemed a commercially reasonable method of disposition. Dealers Reseller shall be jointly and severally liable to Agent CPC for any deficiency resulting from Agent's disposition of any CollateralCPC’s disposition, including without limitation a repurchase by a VendorVendor pursuant to a Repurchase Agreement, regardless of any subsequent disposition thereof. No Dealer Reseller is not a beneficiary of, and has no right to require Agent CPC to enforce, any repurchase agreementRepurchase Agreement. If Any notice of a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith disposition shall be additional Obligations deemed reasonably and shall be immediately due and payable without notice together with interest payable on demand properly given if sent to Reseller at the Default Rateleast 10 days before such disposition. All of Agent's CPC’s rights and remedies shall be cumulative. At Agent's CPC’s request, or without request in the event of an Automatic Default, each Dealer Reseller shall pay all Vendor Credits to Agent CPC as soon as the same are received for application to the ObligationsIndebtedness. Each Dealer Reseller authorizes Agent CPC to collect such amounts Vendor Credits directly from Vendors and, upon request of AgentCPC, shall instruct Vendors to pay Agent CPC directly. Each Dealer Additionally, in the event of an Automatic Default, the obligations of CPC, if any, shall automatically terminate, all Indebtedness shall automatically become immediately due and payable and Reseller shall automatically be obligated to repay all of such Indebtedness in full, without presentment, demand, protect or notice or other requirements of any kind, all of which are expressly waived by Reseller. Reseller irrevocably waives any requirement that Agent CPC retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereofjudgment. AgentCPC’s election to extend or not make a Loan extend credit to a Dealer Reseller is solely at AgentCPC’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. Whenever any Event of Default occurs, -------------------------------- Beneficiary may at Beneficiary's option, and by or through Trustee (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(iiwhere appropriate), shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent may terminate any obligations it by Beneficiary itself or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerateotherwise, and of acceleration of any Obligations. Agent may enter any premises of take any one or more of the Dealersfollowing remedial steps concurrently or successively in addition to any other remedies under the Loan Documents, with at law or without process of law, without forcein equity, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer shall cease disposition of and shall assemble the Collateral and make it available to Agent, at Dealers’ expense, at a convenient place or places designated extent permitted by Agent. Agent may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent to a person who is liable to Agent under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent for any deficiency resulting from Agent's disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and has no right to require Agent to enforce, any repurchase agreement. If a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith shall be additional 6.2.1 The Secured Obligations and shall be immediately due and payable payable, without presentment of any kind, demand, notice of dishonor, protest, notice of default, notice of intention to accelerate maturity, notice of acceleration of maturity or other notice of any kind, all of which Trustor hereby waives. 6.2.2 Beneficiary may enter and take possession of the Real Property without terminating this Deed of Trust, and complete construction of the Improvements (or any part thereof) and perform the obligations of Trustor under the Loan Documents. 6.2.3 To the extent permitted by law and in accordance with all applicable law, Beneficiary may exercise its power of sale. 6.2.4 Beneficiary (or Trustee where appropriate) may foreclose this Deed of Trust or accept delivery of a deed in lieu of foreclosure. In any foreclosure or sale, Beneficiary shall be under no obligation either to marshal any assets of the Trustor or to marshal any portions of the Property. 6.2.5 Beneficiary may sue Trustor directly to collect any monies then due and may take any action at law or equity (including bringing an action for a mandatory injunction, restraining order or specific performance) to enforce performance of Trustor's Obligations. 6.2.6 For any security in which no interest arises under real estate law, Beneficiary may exercise its rights as a secured party under Article 9. Trustor agrees that a commercially reasonable manner of disposition of the Property subject to security interests under Article 9 shall include, without limitation and at the option of Beneficiary, the sale of the Property in whole or in part, concurrently with the foreclosure sale of the Property in accordance with the provisions of this Deed of Trust. 6.2.7 Beneficiary may terminate its obligation to disburse loan proceeds. 6.2.8 Beneficiary may, and is hereby authorized by Trustor, at any time or from time to time, to the fullest extent permitted by law, without advance notice to Trustor (any such notice being expressly waived by Trustor) to set-off and apply any and all sums held by Beneficiary, any indebtedness of Beneficiary to Trustor, any and all claims by Trustor against Beneficiary, against any obligations of Trustor hereunder, and against claims by Beneficiary against Trustor, whether or not such obligations or claims of Trustor are matured and whether or not Beneficiary has exercised any other remedies hereunder. 6.2.9 In any action or proceeding to foreclose this Deed of Trust, or upon actual or threatened waste to any part of the Property, Beneficiary may apply, without notice together with interest payable to Trustor, for the appointment of a receiver ("Receiver") of the business conducted by Trustor on demand the Real Property. Unless prohibited by law, such appointment may be made either before or after sale, without notice, without regard to the solvency or insolvency of Trustor at the Default Rate. All time of Agent's rights and remedies shall be cumulative. At Agent's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent as soon as the same are received application for application to the Obligations. Each Dealer authorizes Agent to collect such amounts directly from Vendors and, upon request of Agent, shall instruct Vendors to pay Agent directly. Each Dealer irrevocably waives any requirement that Agent retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Agent’s election to extend or not make a Loan to a Dealer is solely at Agent’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, Receiver and without regard to the then value of the Property, and Beneficiary may be appointed as Receiver. The Receiver shall have the power to collect the rents, issues and profits of the business conducted by Trustor on the Real Property during the pendency of the foreclosure and, in case of a sale and deficiency during the full statutory period of redemption, whether Agent there be redemption or not, as well as during any future times, if any, when Trustor, except for the intervention of such Receiver, would be entitled to collect such rents, issues and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the business conducted by Trustor on the Real Property during the whole of said proceeding. All sums of money received by the Receiver from such rents and income, after deducting therefrom the reasonable charges and expenses paid or incurred in connection with the collection and disbursement thereof, shall be applied to the payment of the Secured Obligations or applied to remedy any default hereunder as Beneficiary may direct. Trustor, if requested to do so, will consent to the appointment of any such Receiver as aforesaid. 6.2.10 Beneficiary may obtain control over and collect all accounts, contract rights, instruments, documents, or chattel paper of Trustor now owned or existing or hereafter arising or acquired (the "Receivables") and apply the proceeds of the collections to satisfaction of the Secured Obligations unless prohibited by law. Trustor appoints Beneficiary or its designee as attorney for Trustor with powers [i] to receive, to indorse, to sign and/or to deliver, in Trustor's name or Beneficiary's name, any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, and to waive demand, presentment, notice of dishonor, protest, and any other notice with respect to any such instrument; [ii] to sign Trustor's name on any invoice or bill of lading relating to any Receivable, drafts against account debtors, assignments and verifications of Receivables, and notices to account debtors; [iii] to send verifications of Receivables to any account debtor; and [iv] to do all other acts and things necessary to carry out this Deed of Trust. Beneficiary shall not be liable for any omissions, commis-sions, errors of judgment, or mistakes in fact or law made in the exercise of any such powers. At Beneficiary's option, Trustor shall [i] provide Beneficiary a full accounting of all amounts received on account of Receivables with such frequency and in such form as Beneficiary may require, either with or without applying all collections on Receivables in payment of Trustor's Obligations secured hereby or [ii] deliver to Beneficiary on the day of receipt all such collections in the form received and duly indorsed by Trustor. At Beneficiary's request, Trustor shall institute any action or enter into any settlement determined by Beneficiary to be necessary to obtain recovery or redress from any account debtor in default of Receivables. Beneficiary may give notice of its security interest in the Receivables to any or all account debtors with instructions to make all payments on Receivables directly to Beneficiary, thereby terminating Trustor's authority to collect Receivables. After terminating Trustor's authority to enforce or collect Receivables, Beneficiary shall have the right to take possession of any or all Receivables and records thereof and is hereby authorized to do so, and only Beneficiary shall have the right to collect and enforce the Receivables. Prior to the occurrence of an Event of Default, at Trustor's cost and expense, but on behalf of Beneficiary and for Beneficiary's account, Trustor shall collect or otherwise enforce all amounts unpaid on Receivables and hold all such collections in trust for Beneficiary, but Trustor may commingle such collections with Trustor's own funds, until Trustor's authority to do so has accelerated been terminated, which may be done only after an Event of Default. Notwithstanding any Obligationsother provision hereof, Agent Beneficiary does not assume any of Trustor's obligations under any Receivable, and Beneficiary shall not be responsible in any way for the performance of any of the terms and conditions thereof by Trustor. 6.2.11 Beneficiary may take any other action which Beneficiary is entitled to take under any law, equity, or the Loan Documents. 6.2.12 Beneficiary may, at its option, but without noticeany obligation so to do, and without waiving or releasing Trustor from any of the agreements and covenants in the Loan Documents, pay any sum or perform any act or take such action as Beneficiary may deem necessary or desirable in order to protect the lien of this Deed of Trust, the Property or otherwise in the sole discretion of Beneficiary. Trustor hereby grants to Beneficiary, and agrees that Beneficiary shall have, after the occurrence of one or more Events of Default, the absolute and immediate right to enter in and upon the Real Property or any part thereof to such extent and as often as Beneficiary, in its sole discretion, deems necessary or desirable for such purpose. Beneficiary may pay and expend such sums of money as it may, in its sole discretion, deem necessary for the purposes stated herein. Trustor hereby agrees to pay to Beneficiary, on demand, all such sums so paid or expended by Beneficiary, together with interest thereon from the date of each such payment or expenditure at the default rate specified in the Note. If the Property is located in Illinois, the following provision shall apply: COLLATERAL PROTECTION ACT NOTICE. UNLESS MORTGAGOR PROVIDES MORTGAGEE WITH EVIDENCE OF THE INSURANCE REQUIRED BY THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, MORTGAGEE MAY PURCHASE INSURANCE AT MORTGAGOR'S EXPENSE TO PROTECT MORTGAGEE'S INTEREST IN THE REAL PROPERTY OR ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY. THIS INSURANCE MAY, BUT NEED NOT, PROTECT MXXXXXXXX'S INTERESTS. THE COVERAGE MORTGAGEE PURCHASES MAY NOT PAY ANY CLAIM THAT MXXXXXXXX MAKES OR ANY CLAIM THAT IS MADE AGAINST MORTGAGOR IN CONNECTION WITH THE REAL PROPERTY OR ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY. MXXXXXXXX XXX LATER CANCEL ANY INSURANCE PURCHASED BY MORTGAGEE, BUT ONLY AFTER PROVIDING MORTGAGEE WITH EVIDENCE THAT MXXXXXXXX HAS OBTAINED INSURANCE AS REQUIRED UNDER THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT. IF MORTGAGEE PURCHASES INSURANCE FOR THE REAL PROPERTY OR ANY OTHER COLLATERAL FOR THE INDEBTEDNESS SECURED HEREBY, MORTGAGOR SHALL BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING INTEREST AND ANY OTHER CHARGES THAT MORTGAGEE MAY LAWFULLY IMPOSE IN CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE. THE COSTS OF THE INSURANCE MAY BE ADDED TO THE INDEBTEDNESS SECURED HEREBY. THE COSTS OF THE INSURANCE MAY BE MORE THAN THE COST OF INSURANCE THAT MORTGAGOR MAY BE ABLE TO OBTAIN ON ITS OWN. If the Real Property to be encumbered is located in the State of Texas, the following provision shall be applicable, in lieu of 6.2.3 and 6.3.5: TRUSTEE IS HEREBY AUTHORIZED, UPON THE REQUEST OF BENEFICIARY, TO SELL THE PROPERTY, OR ANY PART THEREOF, AT PUBLIC AUCTION TO THE HIGHEST BIDDER FOR CASH, WITH OR WITHOUT HAVING TAKEN POSSESSION OF SAME. ANY SUCH SALE (INCLUDING NOTICE HEREOF) SHALL COMPLY WITH THE APPLICABLE REQUIREMENTS, AT THE TIME OF THE SALE, OF 51.002 OF THE TEXAS PROPERTY CODE OR, IF AND TO THE EXTENT SUCH STATUTE IS NOT THEN IN FORCE, WITH THE APPLICABLE REQUIREMENTS, AT THE TIME OF THE SALE, OF THE SUCCESSOR STATUTE OR STATUTES, IF ANY, GOVERNING SALES OF TEXAS REAL PROPERTY UNDER POWERS OF SALE CONFERRED BY DEEDS OF TRUST. AT ANY JUDICIAL OR OTHER SALE OF THE PROPERTY, THE PURCHASE PRICE PAID FOR THE PROPERTY BY BENEFICIARY OR ANY OTHER PURCHASER SHALL BE CONCLUSIVE EVIDENCE OF THE FAIR MARKET VALUE OF THE PROPERTY AND BENEFICIARY SHALL HAVE AN ABSOLUTE RIGHT TO OBTAIN A DEFICIENCY JUDGMENT OF ALL AMOUNTS DUE UNDER THE SECURED OBLIGATIONS IN EXCESS OF THE AMOUNT OF SUCH PURCHASE PRICE. TRUSTOR WAIVES THE RIGHT TO CONTEST THE FAIR MARKET VALUE OF THE PROPERTY UNDER ANY APPLICABLE LAW, THROUGH APPRAISALS OR OTHERWISE. If the Real Property to be encumbered is located in the State of Washington, the following provision shall be applicable, in lieu of 6.2.3 and 6.3.5: "If an Event of Default occurs and the Beneficiary so requests, Trustee shall sell the Property in accordance with the Deed of Trust Act of the State of Washington (Chapter 61.24 RCW as existing now or amended hereafter) at public auction to the highest bidder. Any person except Trustee may bid at the Trustee's sale. Trustee shall apply the Default Rateproceeds of the sale as follows: (i) to the expenses of the sale, including Trustee's fees and attorney fees, (ii) to all the indebtedness evidenced by the Note and all other indebtedness secured by this Deed of Trust or any other loan document, (iii) the surplus, if any, shall be distributed in accordance with the Deed of Trust Act. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which Trustor had or had the power to convey at the time of its execution of this Deed of Trust and such as it may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of the law and this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. The power of sale conferred by this Deed of Trust and by the Deed of Trust Act of the State of Washington is not an exclusive remedy, and when not exercised Beneficiary may foreclose this Deed of Trust as a mortgage." 6.3

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent CDF may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent CDF may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each CDF requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ Dealer’s expense, at a convenient place or places designated by AgentCDF. Agent CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ Dealer’s expense, pending sale or other disposition. Each Dealer agrees that the sale safe of inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent CDF for any deficiency resulting from Agent's disposition of any CollateralCDF’s disposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent Agreement CDF may perform the same in any form or manner Agent CDF in its discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CDF’s rights and remedies shall be cumulative. At Agent's CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent CDF to collect such amounts directly from Vendors and, upon request of AgentCDF, shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentCDF’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCDF’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), Lender shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent Lender may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent Lender may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Lender requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentLender, at Dealers’ Dealer’s expense, at a convenient place or places designated by AgentLender. Agent Lender may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ Dealer’s expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent Lender to a person who is liable to Agent Lender under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent Lender shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent Lender for any deficiency resulting from Agent's disposition of any CollateralLender’s disposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent Lender to enforce, any repurchase agreement. If a Dealer fails to perform any of its obligations under this Agreement, Agent Lender may perform the same in any form or manner Agent Lender in its discretion deems necessary or desirable, and all monies paid by Agent Lender in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's Lender’s rights and remedies shall be cumulative. At Agent's Lender’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent Lender as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent Lender to collect such amounts directly from Vendors and, upon request of AgentLender, shall instruct Vendors to pay Agent Lender directly. Each Dealer irrevocably waives any requirement that Agent Lender retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. AgentLender’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentLender’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent Lender has accelerated any Obligations, Agent Lender may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CPC shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and as well as all the rights and remedies set forth in this Agreement. Agent CPC may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations Indebtedness immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any ObligationsIndebtedness. Agent CPC may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each CPC requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCPC, at Dealers’ Dealer’s expense, at a convenient place or places designated by AgentCPC. Agent CPC may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ Dealer’s expense, and store said Collateral upon Dealer’s premises pending sale or other disposition. Each Dealer agrees that the sale of inventory Inventory by Agent CPC to a person who is liable to Agent CPC under an agreement to repurchase inventory (a guaranty, endorsement, repurchase agreement or the like “Repurchase Agreement”) shall not be deemed to be a transfer subject to UCC §9-618 618(a) or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory Inventory by a Vendor pursuant to a repurchase agreement with Agent Repurchase Agreement shall be deemed a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent CPC for any deficiency resulting from Agent's disposition of any CollateralCPC’s disposition, including without limitation a repurchase by a VendorVendor pursuant to a Repurchase Agreement, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent CPC to enforce, any repurchase agreementRepurchase Agreement. Any notice of a disposition shall be deemed reasonably and properly given if sent to Dealer at least 10 days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CPC may perform the same in any form or manner Agent CPC, in its discretion discretion, deems necessary or desirable, and all monies paid by Agent CPC in connection therewith shall be additional Obligations Indebtedness and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CPC’s rights and remedies shall be cumulative. At Agent's CPC’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CPC as soon as the same are received for application to the ObligationsIndebtedness. Each Dealer authorizes Agent CPC to collect such amounts Vendor Credits directly from Vendors and, upon request of AgentCPC, shall instruct Vendors to pay Agent CPC directly. Each Dealer irrevocably waives any requirement that Agent CPC retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereofjudgment. AgentCPC’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCPC’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent has accelerated any Obligations, Agent may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence Whenever any Event of a DefaultDefault occurs, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent -------------------------------- Mortgagee may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent may enter any premises of take any one or more of the Dealersfollowing remedial steps concurrently or successively in addition to any other remedies under the Loan Documents, with at law or without process of law, without forcein equity, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Dealer shall cease disposition of and shall assemble the Collateral and make it available to Agent, at Dealers’ expense, at a convenient place or places designated extent permitted by Agent. Agent may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent to a person who is liable to Agent under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent shall be a commercially reasonable method of disposition. Dealers shall be jointly and severally liable to Agent for any deficiency resulting from Agent's disposition of any Collateral, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is a beneficiary of, and has no right to require Agent to enforce, any repurchase agreement. If a Dealer fails to perform any of its obligations under this Agreement, Agent may perform the same in any form or manner Agent in its discretion deems necessary or desirable, and all monies paid by Agent in connection therewith shall be additional 6.2.1 The Secured Obligations and shall be immediately due and payable payable, without presentment of any kind, demand, notice of dishonor, protest, notice of default, notice of intention to accelerate maturity, notice of acceleration of maturity or other notice of any kind, all of which Mortgagor hereby waives. 6.2.2 Mortgagee may enter and take possession of the Real Property without terminating this Mortgage, and complete construction of the Improvements (or any part thereof) and perform the obligations of Mortgagor under the Loan Documents. 6.2.3 To the extent permitted by law and in accordance with all applicable law, Mortgagee may exercise its power of sale. 6.2.4 Mortgagee may foreclose this Mortgage or accept delivery of a deed in lieu of foreclosure. In any foreclosure or sale, Mortgagee shall be under no obligation either to marshal any assets of the Mortgagor or to marshal any portions of the Property. 6.2.5 Mortgagee may sxx Mortgagor directly to collect any monies then due and may take any action at law or equity (including bringing an action for a mandatory injunction, restraining order or specific performance) to enforce performance of Mortgagor's Obligations. 6.2.6 For any security in which no interest arises under real estate law, Mortgagee may exercise its rights as a secured party under Article 9. Mortgagor agrees that a commercially reasonable manner of disposition of the Property subject to security interests under Article 9 shall include, without limitation and at the option of Mortgagee, the sale of the Property in whole or in part, concurrently with the foreclosure sale of the Property in accordance with the provisions of this Mortgage. 6.2.7 Mortgagee may terminate its obligation to disburse loan proceeds. 6.2.8 Mortgagee may, and is hereby authorized by Mortgagor, at any time or from time to time, to the fullest extent permitted by law, without advance notice to Mortgagor (any such notice being expressly waived by Mortgagor) to set-off and apply any and all sums held by Mortgagee, any indebtedness of Mortgagee to Mortgagor, any and all claims by Mortgagor against Mortgagee, against any obligations of Mortgagor hereunder, and against claims by Mortgagee against Mortgagor, whether or not such obligations or claims of Mortgagor are matured and whether or not Mortgagee has exercised any other remedies hereunder. 6.2.9 In any action or proceeding to foreclose this Mortgage, or upon actual or threatened waste to any part of the Property, Mortgagee may apply, without notice together with interest payable to Mortgagor, for the appointment of a receiver ("Receiver") of the business conducted by Mortgagor on demand the Real Property. Unless prohibited by law, such appointment may be made either before or after sale, without notice, without regard to the solvency or insolvency of Mortgagor at the Default Rate. All time of Agent's rights and remedies shall be cumulative. At Agent's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent as soon as the same are received application for application to the Obligations. Each Dealer authorizes Agent to collect such amounts directly from Vendors and, upon request of Agent, shall instruct Vendors to pay Agent directly. Each Dealer irrevocably waives any requirement that Agent retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. Agent’s election to extend or not make a Loan to a Dealer is solely at Agent’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, Receiver and without regard to the then value of the Property, and Mortgagee may be appointed as Receiver. The Receiver shall have the power to collect the rents, issues and profits of the business conducted by Mortgagor on the Real Property during the pendency of the foreclosure and, in case of a sale and deficiency during the full statutory period of redemption, whether Agent there be redemption or not, as well as during any future times, if any, when Mortgagor, except for the intervention of such Receiver, would be entitled to collect such rents, issues and profits, and all other powers which may be necessary or are usual in such cases for the protection, possession, control, management and operation of the business conducted by Mortgagor on the Real Property during the whole of said proceeding. All sums of money received by the Receiver from such rents and income, after deducting therefrom the reasonable charges and expenses paid or incurred in connection with the collection and disbursement thereof, shall be applied to the payment of the Secured Obligations or applied to remedy any default hereunder as Mortgagee may direct. Mortgagor, if requested to do so, will consent to the appointment of any such Receiver as aforesaid. 6.2.10 Mortgagee may obtain control over and collect all accounts, contract rights, instruments, documents, or chattel paper of Mortgagor now owned or existing or hereafter arising or acquired (the "Receivables") and apply the proceeds of the collections to satisfaction of the Secured Obligations unless prohibited by law. Mortgagor appoints Mortgagee or its designee as attorney for Mortgagor with powers [i] to receive, to indorse, to sign and/or to deliver, in Mortgagor's name or Mortgagee's name, any and all checks, drafts, and other instruments for the payment of money relating to the Receivables, and to waive demand, presentment, notice of dishonor, protest, and any other notice with respect to any such instrument; [ii] to sign Mortgagor's name on any invoice or bxxx of lading relating to any Receivable, drafts against account debtors, assignments and verifications of Receivables, and notices to account debtors; [iii] to send verifications of Receivables to any account debtor; and [iv] to do all other acts and things necessary to carry out this Mortgage. Mortgagee shall not be liable for any omissions, commis-sions, errors of judgment, or mistakes in fact or law made in the exercise of any such powers. At Mortgagee's option, Mortgagor shall [i] provide Mortgagee a full accounting of all amounts received on account of Receivables with such frequency and in such form as Mortgagee may require, either with or without applying all collections on Receivables in payment of Mortgagor's Obligations secured hereby or [ii] deliver to Mortgagee on the day of receipt all such collections in the form received and duly indorsed by Mortgagor. At Mortgagee's request, Mortgagor shall institute any action or enter into any settlement determined by Mortgagee to be necessary to obtain recovery or redress from any account debtor in default of Receivables. Mortgagee may give notice of its security interest in the Receivables to any or all account debtors with instructions to make all payments on Receivables directly to Mortgagee, thereby terminating Mortgagor's authority to collect Receivables. After terminating Mortgagor's authority to enforce or collect Receivables, Mortgagee shall have the right to take possession of any or all Receivables and records thereof and is hereby authorized to do so, and only Mortgagee shall have the right to collect and enforce the Receivables. Prior to the occurrence of an Event of Default, at Mortgagor's cost and expense, but on behalf of Mortgagee and for Mortgagee's account, Mortgagor shall collect or otherwise enforce all amounts unpaid on Receivables and hold all such collections in trust for Mortgagee, but Mortgagor may commingle such collections with Mortgagor's own funds, until Mortgagor's authority to do so has accelerated been terminated, which may be done only after an Event of Default. Notwithstanding any Obligationsother provision hereof, Agent Mortgagee does not assume any of Mortgagor's obligations under any Receivable, and Mortgagee shall not be responsible in any way for the performance of any of the terms and conditions thereof by Mortgagor. 6.2.11 Mortgagee may take any other action which Mortgagee is entitled to take under any law, equity, or the Loan Documents 6.2.12 Mortgagee may, at its option, but without noticeany obligation so to do, apply and without waiving or releasing Mortgagor from any of the Default Rate.agreements and covenants in the Loan Documents, pay any sum or perform any act or take such action as Mortgagee may deem necessary or desirable in order to protect the lien of this Mortgage, the Property or otherwise in the sole discretion of Mortgagee. Mortgagor hereby grants to Mortgagee, and agrees that Mortgagee shall have, after the occurrence of one or more Events of Default, the absolute and immediate right to enter in and upon the Real Property or any part thereof to such extent and as often as Mortgagee, in its sole discretion, deems necessary or desirable for such purpose. Mortgagee may pay and expend such sums of money as it may, in its sole discretion, deem necessary for the purposes stated herein. Mortgagor hereby agrees to pay to Mortgagee, on demand, all such sums so paid or expended by Mortgagee, together with interest thereon from the date of each such payment or expenditure at the default rate specified in the Note. 6.3

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent CDF may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent CDF may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, . take possession of, and remove the Collateral, or any part thereof. If Agent requests each CDF requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ Dealer’s expense, at a convenient place or places designated by AgentCDF. Agent CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ Dealer’s expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each effect Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent CDF for any deficiency resulting from Agent's disposition of any Collateral, CDF’s disposition. including without limitation a repurchase by a Vendor, . regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CDF may perform the same in any form or manner Agent CDF in its discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CDF’s rights and remedies shall be cumulative. At Agent's CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent to CDF lo collect such amounts directly from Vendors and, upon request of Agent, CDF shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing. arbitration award, confirmation, trial or final judgment or appeal thereof. AgentCDF’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCDF’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent CDF may, . without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), CDF shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent CDF may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent CDF may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each CDF requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentCDF, at Dealers’ Dealer’s expense, at a convenient place or places designated by AgentCDF. Agent CDF may take possession of the Collateral or any part thereof on any one or more of Dealer’s premises and cause it to remain there at Dealers’ Dealer’s expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent CDF to a person who is liable to Agent CDF under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent CDF shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent CDF for any deficiency resulting from Agent's disposition of any CollateralCDF’s disposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent CDF to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent CDF may perform the same in any form or manner Agent CDF in its discretion deems necessary or desirable, and all monies paid by Agent CDF in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of Agent's CDF’s rights and remedies shall be cumulative. At Agent's CDF’s request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent CDF as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent CDF to collect such amounts directly from Vendors and, upon request of AgentCDF, shall instruct Vendors to pay Agent CDF directly. Each Dealer irrevocably waives any requirement that Agent CDF retain possession and not dispose of any Collateral until after an arbitration hearing, arbitration award, confirmation, trial or final judgment or appeal thereof. AgentCDF’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentCDF’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent CDF has accelerated any Obligations, Agent Obligations CDF may, without notice, apply the Default Rate.

Rights and Remedies Upon Default. (a) Upon the occurrence of a Default, Agent, acting on behalf of Lenders pursuant to Section 21(a)(ii), Lender shall have all rights and remedies of a secured party under the UCC as in effect in any applicable jurisdiction and other applicable law and all the rights and remedies set forth in this Agreement. Agent Lender may terminate any obligations it or any Lender has under this Agreement and any outstanding credit approvals immediately and/or declare any and all Obligations immediately due and payable without notice or demand. Each Dealer waives notice of intent to accelerate, and of acceleration of any Obligations. Agent Lender may enter any premises of any one or more of the DealersDealer, with or without process of law, without force, to search for, take possession of, and remove the Collateral, or any part thereof. If Agent requests each Lender requests, Dealer shall cease disposition of and shall assemble the Collateral and make it available to AgentLender, at Dealers’ Dealer's expense, at a convenient place or places designated by AgentLender. Agent Lender may take possession of the Collateral or any part thereof on any one or more of Dealer’s 's premises and cause it to remain there at Dealers’ Dealer's expense, pending sale or other disposition. Each Dealer agrees that the sale of inventory by Agent Lender to a person who is liable to Agent Lender under a guaranty, endorsement, repurchase agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each Dealer waives any provision of such laws to that effect. Each Dealer agrees that the repurchase of inventory by a Vendor pursuant to a repurchase agreement with Agent Lender shall be a commercially reasonable method of disposition. Dealers Dealer shall be jointly and severally liable to Agent Lender for any deficiency resulting from AgentLender's disposition of any Collateraldisposition, including without limitation a repurchase by a Vendor, regardless of any subsequent disposition thereof. No Dealer is not a beneficiary of, and has no right to require Agent Lender to enforce, any repurchase agreement. Any notice of a disposition shall be deemed reasonably and properly given if given to Dealer at least ten (10) days before such disposition. If a Dealer fails to perform any of its obligations under this Agreement, Agent Lender may perform the same in any form or manner Agent Lender in its discretion deems necessary or desirable, and all monies paid by Agent Lender in connection therewith shall be additional Obligations and shall be immediately due and payable without notice together with interest payable on demand at the Default Rate. All of AgentLender's rights and remedies shall be cumulative. At AgentLender's request, or without request in the event of an Automatic Default, each Dealer shall pay all Vendor Credits to Agent Lender as soon as the same are received for application to the Obligations. Each Dealer authorizes Agent Lender to collect such amounts directly from Vendors and, upon request of AgentLender, shall instruct Vendors to pay Agent Lender directly. Each Dealer irrevocably waives any requirement that Agent Lender retain possession and not dispose of any Collateral until after trial or final judgment or appeal thereof. AgentLender’s election to extend or not make a Loan extend credit to a Dealer is solely at AgentLender’s discretion and does not depend on the absence or existence of a Default. If a Default is in effect, and without regard to whether Agent Lender has accelerated any Obligations, Agent Lender may, without notice, apply the Default Rate.