Common use of Default by the Seller Clause in Contracts

Default by the Seller. (a) Any of the following acts, omissions and/or events, shall be and are hereby defined as events of default by the Seller, in addition to any further events defined elsewhere as events of default by the Seller: (1) breach by the Seller of its agreements with any Obligor for a Commercial Receivable; (2) breach by the Seller of any obligation, covenant, representation or warranty of the Seller in any Seller Agreement (including this Agreement) or obligations with respect to substitution or payment of Damages with respect to Rejected Receivables and/or the Seller's obligation to make payments under Section 16; or (3) the insolvency or business failure of the Seller or Seller's Servicer or the Seller's assignment for the preference of certain creditors of the Commercial Receivables or placing the same in the custody of any court or the filing by or against the Seller or the Seller's Servicer of a petition for bankruptcy protection. (b) Upon the occurrence of an event of default, and at any time thereafter, ACC may elect, the Seller hereby expressly waiving notice, demand and presentment, to foreclose on the security interest granted by the Seller in Section 3 to secure amounts due and owing from the Seller; provided, however, that it is specifically agreed in all events, that upon such foreclosure, ACC must first proceed against the Reserve Account balance, and exhaust such, prior to any further action in regard to any other claims, including but not limited to claims for Damages, it may have against the Seller and, provided further, that nothing in this Section 11(b) shall be construed as granting ACC general recourse against the Seller for (0i) amounts not collected on a Commercial Receivable purchased by ACC which is not a Rejected Receivable or (ii) amounts in excess of Damages with respect to a Rejected Receivable. (c) In the event of default and action by ACC pursuant to Section 11(b), ACC shall have the right to retain the balance of the Net Purchase Price held in the Reserve Account and to set off against amounts then held in the Reserve Account any and all Damages and further set off against any funds received by ACC, ACC Servicer or the Seller Servicer on behalf of the Seller. ACC shall have and may exercise any and all rights provided by the Uniform Commercial Code of the State of Texas and/or the State of Seller, to the maximum extent provided by said Code. ACC shall be entitled to avail itself of at such rights and remedies as may now or hereafter exist at law or in equity for the enforcement of the covenants herein and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided by the Uniform Commercial Code of Texas and/or State of Seller or by any other law of the State of the Seller, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. (d) ACC may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default. (e) The security interest herein granted shall not be affected by nor affect any other security taken for the indebtedness hereby secured, or any part thereof; and any extensions may be made of ACC's rights and this security interest and any releases may be executed or herein conveyed without affecting the priority of this security interest or the validity thereof with reference to any third person, and the holder of said rights shall not be limited by any election of remedies if he chooses to foreclose this security interest by suit. (f) Any requirement of reasonable notice to the Seller of the time and place of any sale of the collateral, or any other intended disposition thereof to be made, shall be met if such notice is mailed, postage prepaid, to the Seller at the last known business address of the Seller, as required by law. (g) The Seller hereby expressly acknowledges that, except with respect to a breach of a representation and warranty with respect to a purchased Commercial Receivable which causes such purchased Commercial Receivable to be a Rejected Receivable, the Seller's breach of any of the other covenants, obligations, representations or warranties contained in any Seller Agreement or any Contract would cause irreparable injury and damage to ACC in a manner that could not be adequately compensated by monetary damages alone. The parties specifically agree that the breach or threatened breach by the Seller of any Seller Agreement or any Contract could cause ACC to suffer irreparable injury if injunctive relief is not granted and, therefore, ACC shall have the right, at its election and in addition to any and all other remedies available to it, upon any such breach or threatened breach, to seek immediate injunctive relief from a court of competent jurisdiction, requesting such orders and restraining the Seller from all actions which such court deems necessary to adequately protect ACC from further damage or injury. In any instance of a breach or threatened breach for which injunctive relief is deemed necessary by ACC, the Seller hereby waives demand or notice of default and waives the requirements, if any, for posting bond in connection with the granting of injunctive relief. Notwithstanding the foregoing, the remedy of ACC with respect to breach of a representation and warranty by the Seller contained in Section 8 which results in a purchased Commercial Receivable becoming a Rejected Receivable shall be limited to the right to the immediate receipt of the Damages with respect thereto and action, including equitable action and injunctive relief determined necessary by ACC to secure and obtain payment of such Damages.

Default by the Seller. (a) Any of the following acts, omissions and/or events, shall be and are hereby defined as events of default by the Seller, in addition to any further events defined elsewhere as events of default by the Seller: (1) breach by If the Seller fails to perform any of its agreements with any Obligor for a Commercial Receivable; (2) breach by obligations under this Agreement and if the Seller Purchaser is not in default of any obligationits obligations hereunder, covenant, representation or warranty of the Purchaser shall notify the Seller in any Seller Agreement (including this Agreement) or obligations with respect to substitution or payment of Damages with respect to Rejected Receivables and/or the Seller's obligation to make payments under Section 16; or (3) the insolvency or business failure writing of the Seller or Seller's Servicer or the Seller's assignment for the preference nature of certain creditors and occurrence of the Commercial Receivables or placing the same in the custody event of any court or the filing by or against default and the Seller or the Seller's Servicer of a petition for bankruptcy protection. shall have five (b5) Upon the occurrence of an business days to cure such event of default, and at any time thereafter, ACC may elect, the Seller hereby expressly waiving notice, demand and presentment, to foreclose on the security interest granted by the Seller in Section 3 to secure amounts due and owing from the Seller; provided, however, that it if the default is specifically agreed in a failure to close on the Closing Date, then no cure rights shall exist and this Agreement shall terminate. If the Seller fails or refuses to cure such event of default, the Purchaser, at the Purchaser’s sole option, may either: (a) terminate this Agreement by delivering written notice to the Seller (and receive reimbursement of all eventsof its reasonable pursuit costs), that upon such foreclosure(b) seek the remedy of specific performance, ACC must first or (c) waive said default and proceed against to Closing without reduction or abatement of the Reserve Account balance, Purchase Price and exhaust such, prior accept the Property subject to any further action such waived default. Notwithstanding the foregoing, if specific performance is not available and such event of default is due to fraud, willful misconduct or bad faith of the Seller, the Purchaser shall be entitled to all rights and remedies available at law or in regard to any other claimsequity, including but not limited without limitation, the right to claims recover all damages which the Purchaser may suffer as a result of such breach (including, without limitation, reimbursement for DamagesPurchaser’s actual out-of-pocket costs and expenses incurred in connection with the transaction contemplated by this Agreement). Except as set forth in Section 5(D) hereof, it may have nothing contained in this Agreement shall limit or otherwise affect any of the Purchaser’s rights or remedies against the Seller and, provided further, that nothing arising under any express indemnification of the Purchaser by the Seller set forth in this Section 11(b) shall be construed as granting ACC general recourse against Agreement or arising from any breach or default by the Seller for after the Closing of any obligations in this Agreement which are expressly provided to survive the Closing. B. Default by the Purchaser. If Purchaser defaults in its obligation to close the transaction contemplated by this Agreement (0i) amounts not collected on a Commercial Receivable purchased by ACC which is not a Rejected Receivable all conditions benefitting Purchaser having been satisfied or (ii) amounts waived in excess writing), then the Seller shall notify the Purchaser in writing of Damages with respect to a Rejected Receivable. (c) In the occurrence Page 21 of the event of default and action by ACC pursuant the Purchaser shall have five (5) days to Section 11(b)cure such event of default. If the Purchaser fails or refuses to timely cure such event of default, ACC the Seller shall have the right to retain terminate this Agreement, which shall be the balance of Seller’s sole and exclusive remedy and the Net Purchase Price held parties shall have no further rights or obligations under this Agreement. If the Closing occurs, nothing contained in the Reserve Account and to set off against amounts then held in the Reserve Account this Agreement shall limit or otherwise affect any and all Damages and further set off against any funds received by ACC, ACC Servicer or the Seller Servicer on behalf of the Seller. ACC shall have and may exercise ’s rights or remedies against the Purchaser arising under any and all rights provided express indemnification of the Seller by the Uniform Commercial Code of the State of Texas and/or the State of Seller, to the maximum extent provided by said Code. ACC shall be entitled to avail itself of at such rights and remedies as may now Purchaser set forth in this Agreement or hereafter exist at law arising from any breach or in equity for the enforcement of the covenants herein and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided default by the Uniform Commercial Code of Texas and/or State of Seller or by any other law of Purchaser after the State of the Seller, shall not prevent the concurrent or subsequent employment Closing of any other appropriate remedy or remediesobligations in this Agreement which are expressly provided to survive Closing. (d) ACC may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default. (e) The security interest herein granted shall not be affected by nor affect any other security taken for the indebtedness hereby secured, or any part thereof; and any extensions may be made of ACC's rights and this security interest and any releases may be executed or herein conveyed without affecting the priority of this security interest or the validity thereof with reference to any third person, and the holder of said rights shall not be limited by any election of remedies if he chooses to foreclose this security interest by suit. (f) Any requirement of reasonable notice to the Seller of the time and place of any sale of the collateral, or any other intended disposition thereof to be made, shall be met if such notice is mailed, postage prepaid, to the Seller at the last known business address of the Seller, as required by law. (g) The Seller hereby expressly acknowledges that, except with respect to a breach of a representation and warranty with respect to a purchased Commercial Receivable which causes such purchased Commercial Receivable to be a Rejected Receivable, the Seller's breach of any of the other covenants, obligations, representations or warranties contained in any Seller Agreement or any Contract would cause irreparable injury and damage to ACC in a manner that could not be adequately compensated by monetary damages alone. The parties specifically agree that the breach or threatened breach by the Seller of any Seller Agreement or any Contract could cause ACC to suffer irreparable injury if injunctive relief is not granted and, therefore, ACC shall have the right, at its election and in addition to any and all other remedies available to it, upon any such breach or threatened breach, to seek immediate injunctive relief from a court of competent jurisdiction, requesting such orders and restraining the Seller from all actions which such court deems necessary to adequately protect ACC from further damage or injury. In any instance of a breach or threatened breach for which injunctive relief is deemed necessary by ACC, the Seller hereby waives demand or notice of default and waives the requirements, if any, for posting bond in connection with the granting of injunctive relief. Notwithstanding the foregoing, the remedy of ACC with respect to breach of a representation and warranty by the Seller contained in Section 8 which results in a purchased Commercial Receivable becoming a Rejected Receivable shall be limited to the right to the immediate receipt of the Damages with respect thereto and action, including equitable action and injunctive relief determined necessary by ACC to secure and obtain payment of such Damages.

Default by the Seller. (a) Any of the following acts, omissions and/or events, shall be and are hereby defined as events of default by the Seller, in addition to any further events defined elsewhere as events of default by the Seller: (1) breach by If the Seller fails to perform any of its agreements with any Obligor for a Commercial Receivable; (2) breach by obligations under this Agreement and if the Seller Purchaser is not in default of any obligationits obligations hereunder, covenant, representation or warranty of the Purchaser shall notify the Seller in any Seller Agreement (including this Agreement) or obligations with respect to substitution or payment of Damages with respect to Rejected Receivables and/or the Seller's obligation to make payments under Section 16; or (3) the insolvency or business failure writing of the Seller or Seller's Servicer or the Seller's assignment for the preference nature of certain creditors and occurrence of the Commercial Receivables or placing the same in the custody event of any court or the filing by or against default and the Seller or the Seller's Servicer of a petition for bankruptcy protection. shall have five (b5) Upon the occurrence of an business days to cure such event of default, and at any time thereafter, ACC may elect, the Seller hereby expressly waiving notice, demand and presentment, to foreclose on the security interest granted by the Seller in Section 3 to secure amounts due and owing from the Seller; provided, however, that it if the default is specifically agreed in all eventsa failure to close on the Closing Date, that upon such foreclosure, ACC must first proceed against the Reserve Account balance, then no cure rights shall exist and exhaust such, prior to any further action in regard to any other claims, including but not limited to claims for Damages, it may have against this Agreement shall terminate. If the Seller and, provided further, that nothing in this Section 11(b) shall be construed as granting ACC general recourse against the Seller for (0i) amounts not collected on a Commercial Receivable purchased by ACC which is not a Rejected Receivable fails or (ii) amounts in excess of Damages with respect refuses to a Rejected Receivable. (c) In the cure such event of default and action by ACC pursuant to Section 11(b), ACC shall have the right to retain the balance of the Net Purchase Price held in the Reserve Account and to set off against amounts then held in the Reserve Account any and all Damages and further set off against any funds received by ACC, ACC Servicer or the Seller Servicer on behalf of the Seller. ACC shall have and may exercise any and all rights provided by the Uniform Commercial Code of the State of Texas and/or the State of Seller, to the maximum extent provided by said Code. ACC shall be entitled to avail itself of at such rights and remedies as may now or hereafter exist at law or in equity for the enforcement of the covenants herein and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided by the Uniform Commercial Code of Texas and/or State of Seller or by any other law of the State of the Seller, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. (d) ACC may remedy any default, without waiving samethe Purchaser, or at the Purchaser’s sole option, may waive any default without waiving any prior or subsequent default. either: (ea) The security interest herein granted shall not be affected terminate this Agreement by nor affect any other security taken for the indebtedness hereby secured, or any part thereof; and any extensions may be made of ACC's rights and this security interest and any releases may be executed or herein conveyed without affecting the priority of this security interest or the validity thereof with reference to any third person, and the holder of said rights shall not be limited by any election of remedies if he chooses to foreclose this security interest by suit. (f) Any requirement of reasonable delivering written notice to the Seller (and receive reimbursement of all of its reasonable pursuit costs), (b) seek the remedy of specific performance, or (c) waive said default and proceed to Closing without reduction or abatement of the time Purchase Price and place of any sale of accept the collateral, or any other intended disposition thereof to be made, shall be met if such notice is mailed, postage prepaid, to the Seller at the last known business address of the Seller, as required by law. (g) The Seller hereby expressly acknowledges that, except with respect to a breach of a representation and warranty with respect to a purchased Commercial Receivable which causes such purchased Commercial Receivable to be a Rejected Receivable, the Seller's breach of any of the other covenants, obligations, representations or warranties contained in any Seller Agreement or any Contract would cause irreparable injury and damage to ACC in a manner that could not be adequately compensated by monetary damages alone. The parties specifically agree that the breach or threatened breach by the Seller of any Seller Agreement or any Contract could cause ACC to suffer irreparable injury if injunctive relief is not granted and, therefore, ACC shall have the right, at its election and in addition Property subject to any and all other remedies available to it, upon any such breach or threatened breach, to seek immediate injunctive relief from a court of competent jurisdiction, requesting such orders and restraining the Seller from all actions which such court deems necessary to adequately protect ACC from further damage or injury. In any instance of a breach or threatened breach for which injunctive relief is deemed necessary by ACC, the Seller hereby waives demand or notice of default and waives the requirements, if any, for posting bond in connection with the granting of injunctive reliefwaived default. Notwithstanding the foregoing, if specific performance is not available and such event of default is due to fraud, willful misconduct or bad faith of the remedy Seller, the Purchaser shall be entitled to all rights and remedies available at law or in equity, including without limitation, the right to recover all damages which the Purchaser may suffer as a result of ACC such breach (including, without limitation, reimbursement for Purchaser’s actual out-of-pocket costs and expenses incurred in connection with respect to breach the transaction contemplated by this Agreement). Except as set forth in Section 5(D) hereof, nothing contained in this Agreement shall limit or otherwise affect any of a representation and warranty the Purchaser’s rights or remedies against the Seller arising under any express indemnification of the Purchaser by the Seller contained set forth in Section 8 this Agreement or arising from any breach or default by the Seller after the Closing of any obligations in this Agreement which results in a purchased Commercial Receivable becoming a Rejected Receivable shall be limited are expressly provided to survive the right to the immediate receipt of the Damages with respect thereto and action, including equitable action and injunctive relief determined necessary by ACC to secure and obtain payment of such DamagesClosing.

Default by the Seller. (a) Any of the following acts, omissions and/or events, shall be and are hereby defined as events of default by the Seller, in addition to any further events defined elsewhere as events of default by the Seller: (1) breach by If the Seller of its agreements with or MI shall have made any Obligor for a Commercial Receivable; (2) breach by the Seller of any obligation, covenant, representation or warranty herein which shall be untrue in any material respect when made or updated as herein provided, or if the Seller or MI shall fail to perform any of the Seller in any Seller material covenants and agreements contained herein and such condition or failure continues for a period of ten (10) days (or such additional period as may be reasonably required to effectuate a cure of the same) after notice thereof from the Purchaser or Tenant, either the Purchaser or the Tenant may terminate this Agreement (including this Agreement) or obligations with respect to substitution the affected Property and each of Purchaser and Tenant may respectively elect that either Seller shall reimburse to Purchaser or payment Tenant, as the case may be, the Purchaser's or the Tenant's respective direct, out of Damages with pocket expenses incurred in respect of such affected Property (and an allocable share of expenses attributable generally to Rejected Receivables the transactions contemplated by this Agreement and not attributable specifically to any Property), not to exceed $30,000 per Property per party, or the Purchaser and/or Tenant may instead elect to pursue any and all remedies available to them at law or in equity, including, but not limited to, a suit for specific performance or other equitable relief, provided, however, that, (x) in no event shall the SellerSeller or MI be liable for (and Purchaser and Tenant hereby agree that they will not commence or prosecute any action for) consequential or punitive or exemplary damages (other than Tenant's, Crestline's, Purchaser's obligation or Guarantor's reasonable attorneys' fees and expenses pursuant to make payments under Section 16; or 11.11 hereof or for any matter indemnified pursuant to Section 11.1 hereof) and (3y) in no event shall the insolvency or business failure aggregate liability of the Seller or Seller's Servicer MI under this Agreement exceed an amount equal to five percent (5%) (provided, Tenant and Crestline together shall be limited to, and shall not recover in excess of, one percent (1%) of such Allocable Purchase Price from Seller or the Seller's assignment for the preference of certain creditors MI) of the Commercial Receivables or placing aggregate of the same in Allocable Purchase Prices for all of the custody of any court or the filing by or against the Seller or the Seller's Servicer of a petition for bankruptcy protection. (b) Upon the occurrence of an event of default, and at any time thereafter, ACC may elect, the Seller hereby expressly waiving notice, demand and presentment, to foreclose on the security interest granted Properties affected by the Seller in Section 3 default plus any amounts necessary to secure amounts due be paid to indemnify and owing from the Seller; providedhold harmless Tenant, howeverCrestline, that it is specifically agreed in all events, that upon such foreclosure, ACC must first proceed against the Reserve Account balance, and exhaust such, prior to any further action in regard to any other claims, including but not limited to claims for Damages, it may have against the Seller and, provided further, that nothing in this Section 11(b) shall be construed as granting ACC general recourse against the Seller for (0i) amounts not collected on a Commercial Receivable purchased by ACC which is not a Rejected Receivable Purchaser or (ii) amounts in excess of Damages with respect to a Rejected Receivable. (c) In the event of default and action by ACC Guarantors pursuant to Section 11(b)11.1 and the reasonable attorneys' fees and expenses incurred by Purchaser and Tenant in enforcing the Agreement against Seller and/or MI in respect of Seller's or MI's default. It is understood and agreed that for purposes of this Section 10.1, ACC if a default results from a false representation or warranty, such default shall have be deemed cured if the right events, conditions, acts or omissions giving rise to retain the balance falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the Net Purchase Price held in the Reserve Account and to set off against amounts then held in the Reserve Account any and all Damages and further set off against any funds received by ACC, ACC Servicer or the Seller Servicer on behalf of the Seller. ACC shall have and may exercise any and all rights provided by the Uniform Commercial Code of the State of Texas and/or the State of Seller, to the maximum extent provided by said Code. ACC shall be entitled to avail itself of at such rights and remedies as may now or hereafter exist at law or in equity for the enforcement of the covenants herein and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided by the Uniform Commercial Code of Texas and/or State of Seller or by any other law of the State of the Seller, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remediesdate actually made. (d) ACC may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default. (e) The security interest herein granted shall not be affected by nor affect any other security taken for the indebtedness hereby secured, or any part thereof; and any extensions may be made of ACC's rights and this security interest and any releases may be executed or herein conveyed without affecting the priority of this security interest or the validity thereof with reference to any third person, and the holder of said rights shall not be limited by any election of remedies if he chooses to foreclose this security interest by suit. (f) Any requirement of reasonable notice to the Seller of the time and place of any sale of the collateral, or any other intended disposition thereof to be made, shall be met if such notice is mailed, postage prepaid, to the Seller at the last known business address of the Seller, as required by law. (g) The Seller hereby expressly acknowledges that, except with respect to a breach of a representation and warranty with respect to a purchased Commercial Receivable which causes such purchased Commercial Receivable to be a Rejected Receivable, the Seller's breach of any of the other covenants, obligations, representations or warranties contained in any Seller Agreement or any Contract would cause irreparable injury and damage to ACC in a manner that could not be adequately compensated by monetary damages alone. The parties specifically agree that the breach or threatened breach by the Seller of any Seller Agreement or any Contract could cause ACC to suffer irreparable injury if injunctive relief is not granted and, therefore, ACC shall have the right, at its election and in addition to any and all other remedies available to it, upon any such breach or threatened breach, to seek immediate injunctive relief from a court of competent jurisdiction, requesting such orders and restraining the Seller from all actions which such court deems necessary to adequately protect ACC from further damage or injury. In any instance of a breach or threatened breach for which injunctive relief is deemed necessary by ACC, the Seller hereby waives demand or notice of default and waives the requirements, if any, for posting bond in connection with the granting of injunctive relief. Notwithstanding the foregoing, the remedy of ACC with respect to breach of a representation and warranty by the Seller contained in Section 8 which results in a purchased Commercial Receivable becoming a Rejected Receivable shall be limited to the right to the immediate receipt of the Damages with respect thereto and action, including equitable action and injunctive relief determined necessary by ACC to secure and obtain payment of such Damages.

Default by the Seller. (a) Any In the event that all of the following actsconditions precedent set forth in this Agreement have been satisfied or waived by the Buyer on or prior to the Closing Date, omissions and/or eventsand the Buyer is ready, shall be willing and are hereby defined as events able to proceed with the Closing, but the Seller is unable, unwilling or refuses to consummate the Closing in accordance with the terms and conditions of default this Agreement, or in the event that the Seller is otherwise in breach of this Agreement, then the Buyer may proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any other documents, agreements or instruments from the Seller, or for the injunction against a violation of any of the terms hereof or thereof, or in addition and of the exercise of any power granted hereby or thereby or by law. The Seller recognizes that in such event, any remedy at law may prove to be inadequate relief to the Buyer and therefore the Buyer may obtain any further events defined elsewhere such equitable relief, including, without limitation, temporary and permanent injunctive relief in any such case without the necessity of posting a bond or proving actual damages. No course of dealing and no delay on the part of the Buyer in exercising any right shall operate as events a waiver thereof or otherwise prejudice the Buyer's rights. No right conferred hereby or by any other document, agreement or instrument from the Seller upon the Buyer shall be exclusive of default any other right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the generality of the foregoing, the Buyer shall be entitled to all damages and remedies available to Buyer under all applicable laws as a result of such default, including, without limitation, the return of the deposit together with the interest thereon, together with reasonable attorneys' fees and expenses incurred by the Seller: (1) breach by the Seller of its agreements with any Obligor for a Commercial Receivable; (2) breach by the Seller of any obligation, covenant, representation or warranty of the Seller in any Seller Agreement (including Buyer to enforce this Agreement) or obligations with respect to substitution or payment of Damages with respect to Rejected Receivables and/or the Seller's obligation to make payments under Section 16; or (3) the insolvency or business failure of the Seller or Seller's Servicer or the Seller's assignment for the preference of certain creditors of the Commercial Receivables or placing the same in the custody of any court or the filing by or against the Seller or the Seller's Servicer of a petition for bankruptcy protection. (b) Upon the occurrence of an event of default, and at any time thereafter, ACC may elect, the Seller hereby expressly waiving notice, demand and presentment, to foreclose on the security interest granted by the Seller in Section 3 to secure amounts due and owing from the Seller; provided, however, that it is specifically agreed in all events, that upon such foreclosure, ACC must first proceed against the Reserve Account balance, and exhaust such, prior to any further action in regard to any other claims, including but not limited to claims for Damages, it may have against the Seller and, provided further, that nothing in this Section 11(b) shall be construed as granting ACC general recourse against the Seller for (0i) amounts not collected on a Commercial Receivable purchased by ACC which is not a Rejected Receivable or (ii) amounts in excess of Damages with respect to a Rejected Receivable. (c) In the event of default and action by ACC pursuant to Section 11(b), ACC shall have the right to retain the balance of the Net Purchase Price held in the Reserve Account and to set off against amounts then held in the Reserve Account any and all Damages and further set off against any funds received by ACC, ACC Servicer or the Seller Servicer on behalf of the Seller. ACC shall have and may exercise any and all rights provided by the Uniform Commercial Code of the State of Texas and/or the State of Seller, to the maximum extent provided by said Code. ACC shall be entitled to avail itself of at such rights and remedies as may now or hereafter exist at law or in equity for the enforcement of the covenants herein and the foreclosure of the security interest created hereby and the resort to any remedy provided hereunder or provided by the Uniform Commercial Code of Texas and/or State of Seller or by any other law of the State of the Seller, shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. (d) ACC may remedy any default, without waiving same, or may waive any default without waiving any prior or subsequent default. (e) The security interest herein granted shall not be affected by nor affect any other security taken for the indebtedness hereby secured, or any part thereof; and any extensions may be made of ACC's rights and this security interest and any releases may be executed or herein conveyed without affecting the priority of this security interest or the validity thereof with reference to any third person, and the holder of said rights shall not be limited by any election of remedies if he chooses to foreclose this security interest by suit. (f) Any requirement of reasonable notice to the Seller of the time and place of any sale of the collateral, or any other intended disposition thereof to be made, shall be met if such notice is mailed, postage prepaid, to the Seller at the last known business address of the Seller, as required by law. (g) The Seller hereby expressly acknowledges that, except with respect to a breach of a representation and warranty with respect to a purchased Commercial Receivable which causes such purchased Commercial Receivable to be a Rejected Receivable, the Seller's breach of any of the other covenants, obligations, representations or warranties contained in any Seller Agreement or any Contract would cause irreparable injury and damage to ACC in a manner that could not be adequately compensated by monetary damages alone. The parties specifically agree that the breach or threatened breach by the Seller of any Seller Agreement or any Contract could cause ACC to suffer irreparable injury if injunctive relief is not granted and, therefore, ACC shall have the right, at its election and in addition to any and all other remedies available to it, upon any such breach or threatened breach, to seek immediate injunctive relief from a court of competent jurisdiction, requesting such orders and restraining the Seller from all actions which such court deems necessary to adequately protect ACC from further damage or injury. In any instance of a breach or threatened breach for which injunctive relief is deemed necessary by ACC, the Seller hereby waives demand or notice of default and waives the requirements, if any, for posting bond in connection with the granting of injunctive relief. Notwithstanding the foregoing, the remedy of ACC with respect to breach of a representation and warranty by the Seller contained in Section 8 which results in a purchased Commercial Receivable becoming a Rejected Receivable shall be limited in the aggregate to the right to the immediate receipt of the Damages with respect thereto and action, including equitable action and injunctive relief determined necessary by ACC to secure and obtain payment of such DamagesPurchase Price as set forth in Section 3.1 hereof.