Common use of Immediately upon the Clause in Contracts

Immediately upon the. occurrence and during the continuation of any Event of Default, the Agent may, to the extent permitted by law and subject, in the case of the Second-Priority Collateral, to the Intercreditor Agreement: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Loan Parties’ expense, such of the Loan Parties’ personnel, supplies or space at the Loan Parties’ places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Loan Parties or the Agent, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Loan Parties or the Agent; (c) subject to the terms of the Collateral Documents sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Loan Parties; (d) subject to the terms of the Collateral Documents, foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. To the extent permitted by applicable law, and subject to the terms of the Collateral Documents and the Intercreditor Agreement, the Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise Dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Loan Parties or the Agent, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including but not limited to warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. Subject to the terms of the Collateral Documents, if any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by Agent pursuant to this Section 10.3 shall not affect the commercial reasonableness of the sale. The Loan Parties agree, at the request of the Agent, to assemble the Inventory and Equipment and to make it available to the Agent at premises of the Loan Parties or elsewhere and to make available to the Agent the premises and facilities of the Loan Parties for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended Disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all charges, costs and expenses, including reasonable attorneys’ fees), shall be applied by the Agent, subject to the terms of the Intercreditor Agreement, to the payment of the Obligations, whether due or to become due, in such order as the Agent may elect, and the Loan Parties shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Loan Parties or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Loan Parties hereby indemnify the Agent and holds the Agent harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral following the occurrence and during the continuation of an Event of Default, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Loan Parties, the Loan Parties as debtor-in-possession, any secured or unsecured creditors of the Loan Parties, any trustee or receiver in bankruptcy, or otherwise), and the Loan Parties hereby agree to so indemnify and hold the Agent harmless, absent the Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including the

Immediately upon the. occurrence and during the continuation of any Event of Default, the Agent may, to the extent permitted by law and subject, in the case of the Second-Priority Collateral, to the Intercreditor Agreementlaw: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Loan Parties’ Company's expense, such of the Loan Parties’ Company's personnel, supplies or space at the Loan Parties’ Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Loan Parties Company or the Agent, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Loan Parties Company or the Agent; (c) subject to the terms of the Collateral Documents sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s 's sole option and discretion, and the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Loan PartiesCompany; (d) subject to the terms of the Collateral Documents, foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. To the extent permitted by applicable law, and subject to the terms of the Collateral Documents and the Intercreditor Agreement, the The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise Dispose dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Loan Parties Company or the Agent, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s 's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including but not limited to warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. Subject to the terms of the Collateral Documents, if If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by Agent CIT pursuant to this Section 10.3 paragraph shall not affect the effect commercial reasonableness of the sale. The Loan Parties agreeCompany agrees, at the request of the Agent, to assemble the Inventory and Equipment and to make it available to the Agent at premises of the Loan Parties Company or elsewhere and to make available to the Agent the premises and facilities of the Loan Parties Company for the purpose of the Agent’s 's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended Disposition disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s 's exercise of any of the foregoing rights rights, (after deducting all charges, costs and expenses, including reasonable attorneys’ ' fees), ) shall be applied by the Agent, subject to the terms of the Intercreditor Agreement, Agent to the payment of the Obligations, whether due or to become due, in such order as the Agent may elect, and the Loan Parties Company shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Loan Parties Company or their its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Loan Parties Company hereby indemnify indemnifies the Agent and holds the Agent harmless from any and all out-of-pocket costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral following the occurrence and during the continuation of an Event of DefaultCollateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Loan PartiesCompany, the Loan Parties Company as debtor-in-possession, any secured or unsecured creditors of the Loan PartiesCompany, any trustee or receiver in bankruptcy, or otherwise), and the Loan Parties Company hereby agree agrees to so indemnify and hold the Agent harmless, absent the Agent’s 's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including thethe foregoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgment. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to the Agent on the Real Estate shall govern the rights and remedies of the Agent thereto.

Immediately upon the. occurrence and during the continuation of any Event of Default, the Agent may, may and at the direction of the Required Lenders shall to the extent permitted by law and subjectexercise the remedies set forth in this paragraph 3, in the case of the Second-Priority Collateral, including but not limited to the Intercreditor Agreementfollowing: (aA) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Loan Parties’ Company's expense, such of the Loan Parties’ Company's personnel, supplies or space at the Loan Parties’ Company's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (bB) bring suit, in the name of the Loan Parties Company or the AgentAgent in behalf of the Lenders, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Loan Parties Company or the Agent; (cC) subject to the terms of the Collateral Documents sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventorymerchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s 's sole option and discretion, and the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Loan PartiesCompany; (dD) subject to the terms of the Collateral Documents, foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to lawfully and peacefully enter any premises where any Inventory and Inventory, Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; same and (eE) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. To the extent permitted by applicable law, and subject to the terms of the Collateral Documents and the Intercreditor Agreement, the The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise Dispose dispose of all or any part of the Collateral, Collateral whether in its then condition or after further preparation or processing, in the name of the Loan Parties Company or the Agent, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s 's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including but not limited to warranties of title, possession, quiet enjoyment and the like)representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. Subject to the terms of the Collateral Documents, if If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by Agent pursuant to this Section 10.3 shall not affect the commercial reasonableness of the saleappropriate. The Loan Parties agreeCompany agrees, at the request of the Agent, to assemble the Inventory and Equipment and to make it available to the Agent at premises of the Loan Parties Company or elsewhere and to make available to the Agent the premises and facilities of the Loan Parties Company for the purpose of the Agent’s 's taking possession of, removing or putting the Inventory and Equipment in saleable form. If However, if notice of intended Disposition disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s 's exercise of any of the foregoing rights rights, (after deducting all charges, costs and expenses, including reasonable attorneys’ ' fees), ) shall be applied by the Agent, subject to the terms of the Intercreditor Agreement, Agent to the payment of the ObligationsCompany's Obligations , whether due or to become due, in such order as the Agent may elect, and the Loan Parties Company shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Loan Parties Company or their its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Loan Parties hereby indemnify mortgage(s), deed(s) of trust or assignment(s) on the Real Estate shall govern the rights and remedies of the Agent and holds the Agent harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral following the occurrence and during the continuation of an Event of Default, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Loan Parties, the Loan Parties as debtor-in-possession, any secured or unsecured creditors of the Loan Parties, any trustee or receiver in bankruptcy, or otherwise), and the Loan Parties hereby agree to so indemnify and hold the Agent harmless, absent the Agent’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including theLenders thereto.

Immediately upon the. occurrence and during the continuation of any Event of Default, the Agent may, to the extent permitted by law and subject, in the case of the Second-Priority Collateral, to the Intercreditor Agreementlaw: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including any electronic records, contracts and signatures pertaining thereto), documents, instruments, files and records, and any receptacles or cabinets containing same, relating to the Accounts, or the Agent may use, at the Loan Parties’ Companies' expense, such of the Loan Parties’ Companies' personnel, supplies or space at the Loan Parties’ Companies' places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Loan Parties Companies or the Agent, and generally shall have all other rights respecting said Accounts, including without limitation the right to: accelerate or extend the time of payment, settle, compromise, release in whole or in part any amounts owing on any Accounts and issue credits in the name of the Loan Parties Companies or the Agent; (c) subject to the terms of the Collateral Documents sell, assign and deliver the Collateral and any returned, reclaimed or repossessed Inventory, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s 's sole option and discretion, and and, to the extent permitted by applicable law, the Agent may bid or become a purchaser at any such sale, free from 44 48 any right of redemption, which right is hereby expressly waived by the Loan PartiesCompanies; (d) subject to the terms of the Collateral Documents, foreclose the security interests in the Collateral created herein or by the Loan Documents by any available judicial procedure, or to take possession of any or all of the Collateral, including any Inventory, Equipment and/or Other Collateral without judicial process, and to enter any premises where any Inventory and Equipment and/or Other Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. To , to the extent permitted by applicable law, and subject to the terms of the Collateral Documents and the Intercreditor Agreement, the . The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise Dispose dispose of all or any part of the Collateral, whether in its then condition or after further preparation or processing, in the name of the Loan Parties Companies or the Agent, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s 's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including but not limited to warranties of title, possession, quiet enjoyment and the like)representations, and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale. Subject to the terms of the Collateral Documents, if If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate and any such costs shall be deemed an Obligation hereunder. Any action taken by Agent pursuant to this Section 10.3 shall not affect the commercial reasonableness of the sale. The Loan Parties Companies agree, at the request of the Agent, to assemble the Inventory and Equipment and to make it available to the Agent at premises of the Loan Parties Companies or elsewhere such other location reasonably designated by Agent and to make available to the Agent the premises and facilities of the Loan Parties Companies for the purpose of the Agent’s 's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended Disposition disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s 's exercise of any of the foregoing rights rights, (after deducting all charges, costs and expenses, including reasonable attorneys’ ' fees), ) shall be applied by the Agent, subject to the terms of the Intercreditor Agreement, Agent to the payment of the Obligations, whether due or to become due, in such order as the Agent may elect, and the Loan Parties Companies shall remain liable to the Agent for any deficiencies, and the Agent in turn agrees to remit to the Loan Parties Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be cumulative. The Loan Parties Companies hereby indemnify indemnifies the Agent and holds the Agent harmless from any and all costs, expenses, claims, liabilities, Out-of-Pocket Expenses or otherwise, incurred or imposed on the Agent by reason of the exercise of any of its rights, remedies and interests hereunder, including, without limitation, from any sale or transfer of Collateral following the occurrence and during the continuation of an Event of DefaultCollateral, preserving, maintaining or securing the Collateral, defending its interests in Collateral (including pursuant to any claims brought by the Loan PartiesCompanies, the Loan Parties Companies as debtor-in-possession, any secured or unsecured creditors of the Loan PartiesCompanies, any trustee or receiver in bankruptcy, or otherwise), and the Loan Parties Companies hereby agree to so indemnify and hold the Agent harmless, absent the Agent’s 's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The foregoing indemnification shall survive termination of this Financing Agreement until such time as all Obligations (including thethe foregoing) have been finally and indefeasibly paid in full. In furtherance thereof the Agent, may establish such reserves for Obligations hereunder (including any contingent Obligations) as it may deem advisable in its reasonable business judgement. Any applicable mortgage(s), deed(s) of trust or assignment(s) issued to the Agent on the Real Estate shall govern the rights and remedies of the Agent thereto.