Common use of Rights and Remedies Upon the Clause in Contracts

Rights and Remedies Upon the. Occurrence of an Event of Default. Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is cured or waived to the written satisfaction of the Lender, the Lender may exercise any or all of the following rights and remedies with respect to outstanding Loans: (a) by notice to the Borrower, (i) declare that the Lender will no longer consider Borrowing Requests and (ii) declare the entire unpaid principal amount of all Notes, or any of them, all interest accrued and unpaid thereon, and all other Obligations under this Agreement to be forthwith due and payable whereupon such Note or Notes, as the case may be, all such accrued interest, all such Obligations (including, but not limited to and all Contingent Payments to the extent funds are available therefor in accordance with Section 2.6) shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; (b) terminate the existing Servicing Agreement and enter into a new servicing agreement with a replacement servicer to service and collect all Loan Collateral, with such replacement servicer acting in its own name, but on behalf of the Borrower or the Lender and taking direction solely and exclusively from the Lender; (c) direct the Servicer then in place to take all steps necessary to collect or otherwise liquidate the Loan Collateral in accordance with such procedures and for such sale prices as the Lender shall specify and apply all Asset Pool Proceeds resulting therefrom in accordance with Section 2.8, provided that each Asset Pool shall be deemed to have an Asset Pool Shortfall Amount in an amount equal to the unpaid principal balance of, and all accrued interest on, the related Loan therefor; and (d) exercise and enforce any and all rights and remedies available to the Lender under any Loan Document (or otherwise by law or agreement), including, without limitation, against any or all Loan Collateral securing payment of outstanding Loans; provided, however that (i) no Servicing Fee shall be payable with respect to any Asset Pool Proceeds received as a result of any actions specified above if the Lender effects collection thereof without the assistance of the Servicer and (ii) no Asset Pool Proceeds shall be paid to the Borrower pursuant to Section 2.8(h), (i) or (k) with respect to any Asset Pool until all outstanding Loans, together with all interest thereon, shall have been paid in full, whereupon all remaining Asset Pool Proceeds for each Asset Pool shall be distributed in accordance with Section 2.8. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 8.1(e), the entire unpaid principal amount of all Notes, all interest accrued and unpaid thereon, and all other Obligations under this Agreement (including, but not limited to, Contingent Payments) shall be immediately due and payable without presentment, demand, protest or notice of any kind.

Rights and Remedies Upon the. Occurrence occurrence of (i) an Event of DefaultDefault pursuant to Section 10.7 all Obligations shall be immediately due and payable and this Agreement and the obligation of Lender to make Advances shall be deemed terminated; and, (ii) any of the other Events of Default and at any time thereafter (such default not having previously been cured), at the option of Lender all Obligations shall be immediately due and payable and Lender shall have the right to terminate this Agreement and to terminate the obligation of Lender to make Advances. Upon the occurrence of an any Event of Default or at any time thereafter until such Event of Default is cured or waived Default, Lender shall have the right to the written satisfaction of the Lender, the Lender may exercise any or and all of the following other rights and remedies with respect to outstanding Loans: (a) by notice to provided for herein, under the Borrower, (i) declare that the Lender will no longer consider Borrowing Requests Uniform Commercial Code Law of Property Acts and (ii) declare the entire unpaid principal amount of all Notes, or any of them, all interest accrued German Civil Code and unpaid thereon, and all other Obligations under this Agreement to be forthwith due and payable whereupon such Note or Notes, as the case may be, all such accrued interest, all such Obligations (including, but not limited to and all Contingent Payments to the extent funds are available therefor in accordance with Section 2.6) shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; (b) terminate the existing Servicing Agreement and enter into a new servicing agreement with a replacement servicer to service and collect all Loan Collateral, with such replacement servicer acting in its own name, but on behalf of the Borrower or the Lender and taking direction solely and exclusively from the Lender; (c) direct the Servicer then in place to take all steps necessary to collect or otherwise liquidate the Loan Collateral in accordance with such procedures and for such sale prices as the Lender shall specify and apply all Asset Pool Proceeds resulting therefrom in accordance with Section 2.8, provided that each Asset Pool shall be deemed to have an Asset Pool Shortfall Amount in an amount equal to the unpaid principal balance of, and all accrued interest on, the related Loan therefor; and (d) exercise and enforce any and all rights and remedies available to the Lender under any Loan Document (or otherwise by at law or agreement)equity generally, including, without limitation, against the right to foreclose the security interests granted herein and to realize upon any Collateral by any available judicial procedure and/or to take possession of and sell any or all Loan of the Collateral securing payment with or without judicial process. Lender may enter any of outstanding Loans; providedany Borrower’s premises or other premises without legal process and without incurring liability to such Borrower therefor, however and Lender may thereupon, or at any time thereafter, in its discretion without notice or demand, take the Collateral and remove the same to such place as Lender may deem advisable and Lender may require Borrowers to make the Collateral available to Lender at a convenient place. With or without having the Collateral at the time or place of sale, Lender may sell the Collateral, or any part thereof, at public or private sale, at any time or place, in one or more sales, at such price or prices, and upon such terms, either for cash, credit or future delivery, as Lender may elect. Except as to that part of the Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give Borrowers reasonable notification of such sale or sales, it being agreed that in all events written notice mailed to Borrowers at least five (i5) no Servicing Fee days prior to such sale or sales is reasonable notification. At any public sale Lender may bid for and become the purchaser, and Lender, any Lender or any other purchaser at any such sale thereafter shall hold the Collateral sold absolutely free from any claim or right of whatsoever kind, including any equity of redemption and such right and equity are hereby expressly waived and released by each Borrower. In connection with the exercise of the foregoing remedies, Lender is granted permission to use all of each Borrower’s (a) trademarks, trade styles, trade names, patents, patent applications, licenses, franchises and other proprietary rights which are used in connection with Inventory for the purpose of disposing of such Inventory and (b) Equipment for the purpose of completing the manufacture of unfinished goods. The proceeds realized from the sale of any Collateral shall be payable with respect applied as follows: first, to any Asset Pool Proceeds received as a result of any actions specified above if the reasonable costs, expenses and attorneys’ fees and expenses incurred by Lender effects for collection thereof without the assistance and for acquisition, completion, protection, removal, storage, sale and delivery of the Servicer Collateral; second, to interest due upon any of the Obligations and (ii) no Asset Pool Proceeds shall be paid any fees payable under this Agreement; and, third, to the principal of the Obligations. If any deficiency shall arise, each Borrower pursuant shall remain liable to Section 2.8(h), (i) or (k) with respect to any Asset Pool until all outstanding Loans, together with all interest thereon, shall have been paid in full, whereupon all remaining Asset Pool Proceeds for each Asset Pool shall be distributed in accordance with Section 2.8. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 8.1(e), the entire unpaid principal amount of all Notes, all interest accrued and unpaid thereon, and all other Obligations under this Agreement (including, but not limited to, Contingent Payments) shall be immediately due and payable without presentment, demand, protest or notice of any kindLender therefor.

Rights and Remedies Upon the. Occurrence of an Event of Default. Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is cured or waived to the written satisfaction of the Lender, and subject to the provisions of Section 8.3, the Lender may exercise any or all of the following rights and remedies with respect to outstanding Loans: (a) by notice to the Borrower, (i) declare that the Lender will no longer consider Borrowing Requests and (ii) declare the entire unpaid principal amount of all Notes, or any of them, all interest accrued and unpaid thereon, and all other Obligations under this Agreement to be forthwith due and payable whereupon such Note or Notes, as the case may be, all such accrued interest, all such Obligations (including, but not limited to and all Contingent Payments to the extent funds are available therefor in accordance with Section 2.62.8) shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; (b) terminate the existing Servicing Agreement and enter into a new servicing agreement with a replacement servicer to service and collect all Loan Collateral, with such replacement servicer acting in its own name, but on behalf of the Borrower or the Lender and taking direction solely and exclusively from the Lender; (c) direct the Servicer then in place to take all steps necessary to collect or otherwise liquidate the Loan Collateral in accordance with such procedures and for such sale prices as the Lender shall specify and apply all Asset Pool Proceeds resulting therefrom in accordance with Section 2.8, provided that each Asset Pool shall be deemed to have an Asset Pool Shortfall Amount in an amount equal to the unpaid principal balance of, and all accrued interest on, the related Loan therefor; and (d) exercise and enforce any and all rights and remedies available to the Lender under any Loan Document (or otherwise by law or agreement), including, without limitation, against any or all Loan Collateral securing payment of outstanding Loans; provided, however that (i) no Servicing Fee or Underwriting and Marketing Fee shall be payable with respect to any Asset Pool Proceeds received as a result of any actions specified above if the Lender effects collection thereof without the assistance of the Servicer and (ii) no Asset Pool Proceeds shall be paid to the Borrower pursuant to Section 2.8(h2.8 (h), (i) or (k) with respect to any Asset Pool until all outstanding Loans, together with all interest thereon, shall have been paid in full, whereupon all remaining Asset Pool Proceeds for each Asset Pool shall be distributed in accordance with Section 2.8. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 8.1(e), the entire unpaid principal amount of all Notes, all interest accrued and unpaid thereon, and all other Obligations under this Agreement (including, but not limited to, Contingent Payments) shall be immediately due and payable without presentment, demand, protest or notice of any kind.

Rights and Remedies Upon the. Occurrence of an Event of Default. Upon the occurrence of an Event of Default or at any time thereafter until such Event of Default is cured or waived to the written satisfaction of the Lender, the Lender may exercise any or all of the following rights and remedies with respect to outstanding Loans: (a) by notice to the Borrower, (i) declare that the Lender will no longer consider Borrowing Requests and (ii) declare the entire unpaid principal amount of all Notes, or any of them, all interest accrued and unpaid thereonthereon (including Contingent Interest), and all other Obligations amounts payable under this Agreement to be forthwith due and payable whereupon such Note or Notes, as the case may be, all such accrued interest, and all such Obligations (including, but not limited to and all Contingent Payments to the extent funds are available therefor in accordance with Section 2.6) amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower; (b) terminate the existing Servicing Agreement and enter into a new servicing agreement with a replacement servicer to service and collect all Loan Collateral, with such replacement servicer acting in its own name, but on behalf of the Borrower or the Lender and taking direction solely and exclusively from the Lender; (c) direct the Servicer then in place to take all steps necessary to collect or otherwise liquidate the Loan Collateral in accordance with such procedures and for such sale prices as the Lender shall specify and apply all Asset Pool Proceeds resulting therefrom in accordance with Section 2.8, provided that each Asset Pool shall be deemed to have an Asset Pool Shortfall Amount in an amount equal to the unpaid principal balance of, and all accrued interest on, the related Loan therefor; and (d) exercise and enforce any and all rights and remedies available to the Lender under any Loan Document (or otherwise by law or agreement), including, without limitation, ) against any or all Loan Collateral securing payment of outstanding Loans; provided, however however, that (i) no Servicing Fee Cost Reimbursement shall be payable with respect to any Asset Pool Proceeds received as a result of any actions specified above if the Lender effects collection thereof without the assistance of the Servicer and (ii) no Asset Pool Proceeds shall be paid to the Borrower pursuant to Section 2.8(h), Sections 2.8(k) and (i) or (kl) with respect to any Asset Pool until all outstanding Loans, together with all interest thereon, shall have been paid in full, whereupon all remaining Asset Pool Proceeds for each Asset Pool shall be distributed in accordance with Section 2.8. Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 8.1(e)8.1, the entire unpaid principal amount of all Notes, all interest accrued and unpaid thereon, and all other Obligations amounts payable under this Agreement (including, but not limited to, Contingent Payments) shall be immediately due and payable without presentment, demand, protest or notice of any kind.