Common use of Specific Remedies Clause in Contracts

Specific Remedies. Upon the occurrence of any Event of Default: (a) Lender may declare all Obligations to be due and payable immediately, whereupon they immediately become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower. (b) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (c) Lender may enter any premises of Borrower, with or without judicial process, and take possession of the Collateral; provided however, that Lender may only exercise such remedy if it may do so without a breach of the peace. Lender may remove the Collateral and may remove or copy all records pertaining thereto, or Lender may remain on such premises and use the premises for the purpose of collecting, preparing and disposing of the Collateral, without any liability for rent or occupancy charges. Borrower shall, upon request of Lender, assemble the Collateral and any records pertaining thereto and make them available at a place designated by Lender that is reasonably convenient to both parties. (d) Lender may dispose of the Collateral in its then-existing condition or, at its election, may take such measures as it deems necessary or advisable to improve, process, finish, operation, demonstrate and prepare for sale the Collateral, and may store, ship, reclaim, recover, protect, advertise for sale or lease, and insure the Collateral. Lender may use and operate equipment of Borrower in order to process or finish inventory included in the Collateral. If any Collateral consists of documents, Lender may proceed either as to the documents or as to the goods represented thereby. (e) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (f) Lender may (i) endorse Borrower's name on all checks, notes, drafts, money orders or other forms of payment of or security for Accounts or other Collateral; (ii) sign Borrower's name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by Borrower. (g) Lender may sell the Collateral at public or private sale and is not required to repossess Collateral before selling it. Any requirement of reasonable notice of any disposition of the Collateral is satisfied if such notice is sent to Borrower, ten (10) days prior to such disposition by any of the methods provided in Section 11.5 hereof. Borrower will be credited with the net proceeds of such sale only when they are actually received by Lender, and Borrower continues to be liable for any deficiency remaining after the Collateral is sold or collected. (h) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least five (5) days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held. (i) To the maximum extent permitted by applicable law, Lender may be the purchaser of any or all of the Collateral at any public sale and is entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable by Lender at such sale.

Specific Remedies. Upon the occurrence of any Event of Default: (a) Lender may declare all Obligations to be due and payable immediately, whereupon they immediately become due and payable without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived by Borrower. (b) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower then or thereafter held with Lender, including amounts represented by certificates of deposit. (c) Lender may enter any premises of BorrowerBorrower or Guarantor, with or without judicial process, and take possession of the Collateral; provided however, that Lender may only exercise such remedy if it may do so without a breach of the peace. Lender may remove the Collateral and may remove or copy all records pertaining thereto, or Lender may remain on such premises and use the premises for the purpose of collecting, preparing and disposing of the Collateral, without any liability for rent or occupancy charges. Borrower or Guarantor shall, upon request of Lender, assemble the Collateral and any records pertaining thereto and make them available at a place designated by Lender that is reasonably convenient to both parties. (d) Lender may dispose of the Collateral in its then-existing condition or, at its election, may take such measures as it deems necessary or advisable to improve, process, finish, operation, demonstrate and prepare for sale the Collateral, and may store, ship, reclaim, recover, protect, advertise for sale or lease, and insure the Collateral. Lender may use and operate equipment of Borrower in order to process or finish inventory included in the Collateral. If any Collateral consists of documents, Lender may proceed either as to the documents or as to the goods represented thereby. (e) Lender may pay, purchase, contest, or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (f) Lender may (i) endorse Borrower's name on all checks, notes, drafts, money orders or other forms of payment of or security for Accounts or other Collateral; (ii) sign Borrower's name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's name to change the address for delivery of Borrower's mail to an address designated by Lender, receive and open all mail addressed to Borrower, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by Borrower. (g) Lender may sell the Collateral at public or private sale and is not required to repossess Collateral before selling it. Any requirement of reasonable notice of any disposition of the Collateral is satisfied if such notice is sent to BorrowerBorrower or Guarantor, ten (10) days prior to such disposition by any of the methods provided in Section 11.5 hereof. Borrower will be credited with the net proceeds of such sale only when they are actually received by Lender, and Borrower continues to be liable for any deficiency remaining after the Collateral is sold or collected. (hg) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least five (5) days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held. (ih) To the maximum extent permitted by applicable law, Lender may be the purchaser of any or all of the Collateral at any public sale and is entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable by Lender at such sale.

Specific Remedies. Upon the occurrence of any Event of Default, subject in each case to the terms of the Intercreditor Agreement: (a) Lender may cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under the Other Loan Document, or under any other agreement between Borrower and Lender. (b) Lender may declare all Obligations to be due and payable immediately, whereupon they shall immediately become due and payable without presentment, demand, protest, protest or notice of any kind, all of which are hereby expressly waived by Borrower. (bc) Lender may set off against the Obligations all Collateral, balances, credits, deposits, accounts, or moneys of Borrower or its Affiliates then or thereafter held with Lender, including amounts represented by certificates of deposit. (cd) Lender may enter any premises of BorrowerBorrower or its Affiliates, with or without judicial process, and take possession of the Collateral; provided however, that Lender may only exercise such remedy if it may do so without a breach of the peace. Lender may remove the Collateral and may remove or copy all records pertaining thereto, or Lender may remain on such premises and use the premises for the purpose of collecting, preparing and disposing of the Collateral, without any liability for rent or occupancy charges. Borrower shall, upon request of Lender, assemble the Collateral and any records pertaining thereto and make them available at a place designated by Lender that is reasonably convenient to both parties. (de) Lender may dispose of the Collateral in its then-existing condition or, at its election, may take such measures as it deems necessary or advisable to improve, process, finish, operation, demonstrate and prepare for sale the Collateral, and may store, ship, reclaim, recover, protect, advertise for sale or lease, lease and insure the Collateral. Lender may use and operate equipment of Borrower or its Affiliates in order to process or finish inventory included in the Collateral. If any Collateral consists of documents, Lender may proceed either as to the documents or as to the goods represented thereby. (ef) Lender may pay, purchase, contest, contest or compromise any encumbrance, charge or Lien that, in the opinion of Lender, appears to be prior or superior to its Lien and pay all reasonable expenses incurred in connection therewith. (fg) Lender may (i) notify Account Debtors to make payment on Accounts directly to Lender; (ii) settle, adjust, compromise, extend or renew Accounts, whether before or after legal proceedings to collect such Accounts have commenced; (iii) prepare and file any bankruptcy proofs of claim or similar documents against any Account Debtor; (iv) prepare and file any notice, assignment, satisfaction, or release of Lien, UCC termination statement or any similar document; (v) sell or assign Accounts, individually or in bulk, upon such terms, for such amounts, and at such time or times as Lender deems advisable; (vi) complete the performance required of Borrower or its Affiliates under any contract or agreement to which Borrower or an Affiliate is a party and out of which Accounts arise or may arise. (h) Lender may (i) endorse Borrower's or its Affiliates' name on all checks, notes, drafts, money orders or other forms of payment of or security for Accounts or other Collateral; (ii) sign Borrower's or its Affiliates' name on drafts drawn on Account Debtors or issuers of letters of credit; and (iii) notify the postal authorities in Borrower's or its Affiliates' name to change the address for delivery of Borrower's or its Affiliates' mail to an address designated by Lender, receive and open all mail addressed to BorrowerBorrower or an Affiliate, copy all mail, return all mail relating to Collateral, and hold all other mail available for pickup by BorrowerBorrower or an Affiliate. (gi) Lender may sell the Collateral at public or private sale and is not required to repossess Collateral before selling it. Any requirement of reasonable notice of any disposition of the Collateral is shall be satisfied if such notice is sent to Borrower, ten (10) days prior to such disposition by any of the methods provided in Section 11.5 13.5 hereof. Borrower will shall be credited with the net proceeds of such sale only when they are actually received by Lender, and Borrower continues shall continue to be liable for any deficiency remaining after the Collateral is sold or collected. (hj) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least five (5) days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held. (ik) To the maximum extent permitted by applicable law, Lender may be the purchaser of any or all of the Collateral at any public sale and is shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable by Lender at such sale.