Common use of Further Remedies Clause in Contracts

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following: (i) enter upon any premises on which Inventory may be located and, without resistance or interference by the Borrower, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ii) require the Borrower to and the Borrower shall, without charge to the Lender, assemble the Inventory and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iii) at the expense of the Borrower, cause any of the Inventory to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iv) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipment, for the purpose of completing any work in process and preparing any Inventory for disposition and disposing thereof, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (v) exercise any and all of its rights under any and all of the Security Documents; (vi) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; and (vii) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following:: 78369 63 (i) notify, or request both of the Borrowers to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables to make payment to the Lender or any agent or designee of the Lender, at such address as may be specified by the Lender, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments either Borrower, such Borrower shall hold all such payments it receives in trust for the Lender, without commingling the same with other funds or property of, or held by, such Borrower and shall deliver the same to the Lender or any such agent or designee immediately upon receipt by such Borrower in the identical form received, together with any necessary endorsements; (ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables for amounts and on terms which the Lender considers advisable and in all such cases only the net amounts received by the Lender in payment of such amounts, after deductions of costs and attorneys' fees, shall constitute Collateral, and the Borrowers shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise; (iii) enter upon any premises on which Inventory Collateral may be located and, without resistance or interference by the BorrowerBorrowers, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ii) require the Borrower to and the Borrower shall, without charge to the Lender, assemble the Inventory and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iii) at the expense of the Borrower, cause any of the Inventory to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower Borrowers on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iv) require the Borrowers to and the Borrowers shall, without charge to the Lender, assemble the Collateral and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (v) at the expense of the Borrowers, cause any of the Collateral to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrowers on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (vi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's Borrowers' premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipmentEquipment, for the purpose of (A) completing any work in process and process, preparing any Inventory Collateral for disposition and disposing thereof, and (B) collecting any Receivable, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower Borrowers under all licenses and franchise agreements shall inure to the 78369 64 Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (vvii) exercise any and all of its rights hereunder and under any and all of the Security Documents; (viviii) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; (ix) establish or cause to be established one or more Lockboxes or other arrangement for the deposit of proceeds of Receivables, and, in such case, the Borrowers shall cause to be forwarded to the Lender at the Lender's Office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such Lockboxes, together with collection reports in form and substance satisfactory to the Lender; and (viix) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees Borrowers agree that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Borrower Borrowers of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following: (i) notify, or request the Borrowers to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables to make payment to the Lender or any agent or designee of the Lender, at such address as may be specified by the Lender, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments to a Borrower, such Borrower shall hold all such payments it receives in trust for the Lender, without commingling the same with other funds or property of, or held by, such Borrower and shall deliver the same to the Lender or any such agent or designee immediately upon receipt by such Borrower in the identical form received, together with any necessary endorsements; (ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables for amounts and on terms which the Lender considers advisable and in all such cases only the net amounts received by the Lender in payment of such amounts, after deductions of costs and attorneys' fees, shall constitute Collateral, and no Borrower shall have any further right to make any such settlements or adjustments or to accept any returns of merchandise; (iii) enter upon any premises on which Inventory or Equipment may be located and, without resistance or interference by the any Borrower, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ii) require the Borrower to and the Borrower shall, without charge to the Lender, assemble the Inventory and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iii) at the expense of the Borrower, cause any of the Inventory to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iv) require the Borrowers to and the Borrowers shall, without charge to the Lender, assemble the Inventory and Equipment and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may reasonably designate; (v) at the expense of the Borrowers, cause any of the Inventory and Equipment to be placed in one or more public or field warehouses, and the Lender shall not be liable to any Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (vi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipment, for the purpose of completing any work in process and preparing any Inventory for disposition and disposing thereof, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby);premises (vvii) exercise any and all of its rights under any and all of the Security Documents; (viviii) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; (ix) establish or cause to be established one or more Lockboxes or other arrangement for the deposit of proceeds of Receivables, and, in such case, each Borrower shall cause to be forwarded to the Lender at the Lender's Office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such Lockboxes, together with collection reports in form and substance satisfactory to the Lender; and (viix) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to repossess the Collateral and to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees Borrowers agree that, to the extent notice of sale shall be required by law, at least 10 daysDAYS' notice NOTICE to the Borrower Borrowers of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Further Remedies. If Without limiting the rights, powers and privileges of the Sellers under Article II or Section 7.02 or in any other Transaction Document, if any Event of Default shall have occurred and be continuing: (a) The Sellers in their discretion may require any Grantor to, and such Grantor shall, assemble the LenderCollateral owned by it at such place or places reasonably convenient to both the Sellers and such Grantor. (b) The Sellers in their discretion may make any reasonable compromise or settlement it deems desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, all or any part of the Collateral. (c) The Sellers in their discretion may, in its sole and absolute discretion, may do any of name or in the following: (i) enter upon any premises on which Inventory may be located and, without resistance or interference by the Borrower, take physical possession name of any Grantor or otherwise, demand, ▇▇▇ for, collect or receive any money or property at any time payable or receivable on account of or in exchange for all thereof and maintain such possession on such premises or move the same or any part thereof of the Collateral, but shall be under no obligation to such other place or places as do so. (d) Until the Lender shall chooseDischarge Date, without being liable to the Borrower on account of any lossmaximum extent permitted by applicable Governmental Rules, damage or depreciation that may occur as a result thereofthe Sellers in their discretion may, so long as the Lender shall act reasonably and in good faith; upon thirty (ii30) require the Borrower days’ prior written notice to Holdings and the Borrower shallBuyers of the time and place, without charge with respect to all or any part of the Lender, assemble the Inventory and maintain Collateral which shall then be or deliver it shall thereafter come into the possession possession, custody or control of the Lender Sellers or any agent of its agents, sell, lease or representative otherwise dispose of the Lender all or any part of such Collateral, at such place or places as the Lender may designate; Sellers deems best, for cash, for credit or for future delivery (iiiwithout thereby assuming any credit risk) and at the expense of the Borrower, cause any of the Inventory to be placed in a public or field warehouseprivate sale, without demand of performance or notice of intention to effect any such disposition or of time or place of any such sale (except such notice as is required above or by Governmental Rule and cannot be waived), and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iv) without notice, demand or other process, and without payment of any rent Sellers or any other charge, enter any of the Borrower's premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipment, for the purpose of completing any work in process and preparing any Inventory for disposition and disposing thereof, and the Lender is hereby granted a license or sublicense and all other rights as Person may be necessarythe purchaser, appropriate lessee or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use recipient of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (v) exercise any and all of its rights under any and or all of the Security Documents;Collateral so disposed of at any public sale (or, to the extent permitted by applicable Governmental Rules, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of any Grantor, any such demand, notice and right or equity being hereby expressly waived and released. The Sellers may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. (vie) apply any cash Collateral to the payment of the Secured Obligations The Sellers shall have, and in any order in which the Lender their discretion may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; and (vii) exercise exercise, all of the rights rights, remedies, powers and remedies privileges with respect to the Collateral of a secured party under the UCC (whether or not the UCC is applicablein effect in the jurisdiction where such rights, remedies, powers and privileges are asserted) and such additional rights, remedies, powers and privileges to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, remedies, powers and privileges in respect of this Agreement or the Collateral may be asserted, including the right, to the maximum extent permitted by Governmental Rule, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral (including the Security Collateral) as if the Sellers were the sole and absolute owner of the Collateral (and each Grantor agrees to take all such action as may be appropriate to give effect to such right). (f) The Sellers in their discretion may, to the full extent provided by law, have a court having jurisdiction appoint a receiver, which receiver shall take charge and possession of and protect, preserve, replace and repair the Collateral or any part thereof, and manage and operate the same, and receive and collect all rents, income, receipts, royalties, revenues, issues and profits therefrom. Each Grantor irrevocably consents and, to the full extent permitted by law, shall be deemed to have hereby irrevocably consented to the appointment thereof, and upon such appointment each Grantor shall promptly deliver possession of any such Collateral then in its possession to the receiver. Each Grantor also irrevocably consents to the entry of an order authorizing such receiver to invest upon interest any funds held or received by the receiver in connection with such receivership. To the full extent permitted by law, the Sellers shall be entitled to such appointment as a matter of right, if it shall so elect, without the giving of notice to any other applicable party and without regard to the adequacy of the security of the Collateral. (g) The Sellers in their discretion may enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Sellers from pursuing any other or further remedy which it may have hereunder or by law, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release any Grantor until the Discharge Date. Each Grantor shall reimburse the Sellers promptly upon demand for the costs and expenses (including reasonable attorneys’ fees, transfer taxes and any other charges) incurred by the Sellers in connection with any sale, disposition, repair, replacement, alteration, addition, improvement or retention of any Collateral hereunder. (h) If, at any time when the Sellers shall determine to exercise their right to sell the whole or any part of the Ownership Collateral hereunder, such Ownership Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Act, then the Sellers may (subject only to applicable Governmental Rules), sell such Ownership Collateral or part thereof by private sale in such manner and under such circumstances as the Sellers may deem necessary or advisable, but subject to the other requirements of this Section 7.03, and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, the Sellers may (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Ownership Collateral or part thereof could be or shall have been filed under said Act, (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is an accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Ownership Collateral or any part thereof. In addition to a private sale as provided above in this Section 7.03, if any of the Ownership Collateral shall not be freely distributable to the public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 7.03, then the Sellers shall not be required to effect such registration or cause the same to be effected but (subject only to applicable Governmental Rules) may require that any sale hereunder (including a sale at auction) be conducted subject to restrictions: (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale; (ii) as to the content of legends to be placed upon any certificates representing the Ownership Collateral sold in such sale, including restrictions on future transfer thereof; (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about the Grantors and such Person’s intentions as to the holding of the Ownership Collateral so sold for investment for its own account and not with a view to the distribution thereof; and (iv) as to such other matters as the Sellers may deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the U.S. Bankruptcy Code and other laws affecting the enforcement of creditors’ right and the Act and all applicable state securities laws. (i) The Sellers in their discretion may generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though the Sellers were the absolute owner thereof for all purposes, and do, at the Sellers’ option and each Grantor’s expense, at any time, or from time to time, all acts and things that the Sellers reasonably deems necessary to protect, preserve or realize upon the Collateral and the Sellers’ Liens thereon and to effect the intent of this Agreement, all as fully and effectively as any Grantor might do. (i) The Sellers in their discretion may and shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property, and (ii) any or all of the Investment Property shall be registered in the name of the Sellers or their nominee, and the Sellers or their nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Sellers of any right, without notice except as specified below privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and other designated agency upon such other terms and conditions as the Lender Sellers may deem commercially reasonable. The Borrower agrees thatdetermine), all without liability except to the extent notice of sale shall be required account for property actually received by law, at least 10 days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable noticeit, but notice given in the Sellers shall have no duty to any other reasonable manner Grantor to exercise any such right, privilege or at any other reasonable time shall also constitute reasonable notification. The Lender option and shall not be obligated responsible for any failure to make do so or delay in so doing. (k) Each Grantor hereby authorizes and instructs each Issuer of any sale Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Sellers in writing that (x) states that an Event of Collateral regardless Default has occurred and is continuing and (y) is otherwise in accordance with the terms of notice of sale having been giventhis Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Sellers. (l) The Sellers may exercise any other remedies available to a secured or unsecured creditor at law or equity or under the UCC. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforproceeds of, and other realization upon, the Collateral by virtue of the exercise of remedies under this Section 7.03 shall be deposited in to a Collateral Account or such sale may, without further notice, be made at other account designated by the time Sellers and place to which it was so adjournedapplied in accordance with Section 7.08.

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following: (i) i. notify, or request the Borrower to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables or Installment Contracts to make payment to the Lender or any agent or designee of the Lender, at such address as may be specified by the Lender, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments to the Borrower, the Borrower shall hold all such payments it receives in trust for the Lender, without commingling the same with other funds or property of, or held by, the Borrower and shall deliver the same to the Lender or any such agent or designee immediately upon receipt by the Borrower in the identical form received, together with any necessary endorsements; ii. settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables or Installment Contracts for amounts and on terms which the Lender considers advisable and in all such cases only the net amounts received by the Lender in payment of such amounts, after deductions of costs and attorneys’ fees, shall constitute Collateral, and the Borrower shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise; iii. enter upon any premises on which Inventory or Equipment may be located and, without resistance or interference by the Borrower, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ii) iv. require the Borrower to and the Borrower shall, without charge to the Lender, assemble the Inventory and Equipment and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iii) v. at the expense of the Borrower, cause any of the Inventory and Equipment to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iv) vi. without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's ’s premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's ’s equipment, for the purpose of (A) completing any work in process and process, preparing any Inventory for disposition and disposing thereof, and (B) collecting any Installment Contracts or other Receivable, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's ’s benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (v) vii. exercise any and all of its rights under any and all of the Security Documents; (vi) viii. apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; ix. establish or cause to be established one or more lockboxes or other arrangement for the deposit of proceeds of Installment Contracts or Receivables, and, in such case, the Borrower shall cause to be forwarded to the Lender at the Lender’s Office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such lockboxes, together with collection reports in form and substance satisfactory to the Lender; and (vii) x. exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least 10 ten (10) days' ’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Further Remedies. If In the event of any Event of Default shall have occurred and be continuingdefault, the Lender, in its sole and absolute discretion, may do any of the followingLessee agrees that: (i1) enter upon any premises on which Inventory may be located andAll inventory, without resistance or interference by the Borrowerequipment, take physical possession machinery, trade fixtures, contents of registers and other personal property of any kind or all thereof and maintain such possession on such premises nature whatsoever at any time or move from time to time within the same Leased Premises, as well as not within the Leased Premises but serving or any part thereof to such other place or places as the Lender shall choose, without being liable related to the Borrower on account of any lossLeased Premises, damage whether owned by Lessee or depreciation that may occur others (collectively the “Subject Property”) is and shall be throughout the Term as a result thereof, so long as the Lender shall act reasonably and in good faith; (ii) require the Borrower to and the Borrower shall, without charge well thereafter subject to the Lender, assemble the Inventory lien of Lessor and maintain or deliver it into the possession of the Lender or distraint for any agent or representative of the Lender at such place or places as the Lender may designate; (iii) at the expense of the Borrower, cause any of the Inventory to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably all Annual Minimum Rent and in good faith; (iv) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipment, for the purpose of completing any work in process and preparing any Inventory for disposition and disposing thereof, and the Lender is hereby granted a license or sublicense Additional Rent and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (v) exercise any and all of its rights under any and all of the Security Documents; (vi) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; and (vii) exercise all of the rights and remedies of a secured party under the UCC (whether or charges not the UCC is applicable) and under any other applicable law, paid when due including, without limitation, the rightLost Profit Sum, and Lessee hereby grants to Lessor such lien on the Subject Property and the right and remedy of distraint thereof, together with the right and remedy of “Self Help” (hereinafter defined). Such lien of Lessor shall be conclusively presumed to have been perfected and distraint of the Subject Property to have occurred by and on the date of written notice given to Lessee pursuant to this Lease or a written notice given to Lessee of the occurrence of an Event of Default or default (whichever written notice is first given). The term “Self Help” means and shall be any action or other conduct by Lessor, any agent of or anyone else acting for Lessor, by which Lessee is deprived of possession or control over the Subject Property and includes, without notice except as specified below limitation, the changing of locks of the Leased Premises, denying Lessee entry to the Leased Premises, terminating or otherwise ceasing utility services to the Leased Premises (including, without limitation, electricity, gas and/or water), entering the Leased Premises, removing any, some or all of the Subject Property therefrom and/or storing the same, all at Lessee’s sole cost and expense, proceeding with or without taking writ or process, assistance or involvement of constables or other officers and selling at private or other sale, by auction or otherwise, the possession Subject Property. Lessee hereby irrevocably authorizes and empowers Lessor and any agent of and/or anyone else acting for Lessor to exercise the right and remedy of “Self Help”, Lessee agreeing that the exercise thereof is absolutely privileged and shall not constitute a breach or default of this Lease by Lessor or grounds for damages or other relief in favor of Lessee or any other directly or indirectly claiming by, through or under Lessee and Lessee shall defend, protect, indemnify and hold harmless Lessor, all agents of and anyone else acting for Lessor, therefrom. (2) Lessor may Lease said premises or any part, or parts thereof, to sell such person or persons as in Lessor’s sole discretion seem best and the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale Lessee shall be required by law, at least 10 days' notice to liable for any loss of Annual Minimum Rent and Additional Rent and all other charges for the Borrower balance of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedthen current Term.

Further Remedies. If any Event of Default shall have occurred and be continuing, the LenderAgent may, and at the direction of the Required Lenders in its their sole and absolute discretiondiscretion shall, may do any of the following: (i) notify, or request the Borrowers to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables to make payment to the Agent or any agent or designee of the Agent, at such address as may be specified by the Agent, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments to any Borrower, such Borrower shall hold all such payments it receives in trust for the Agent, without commingling the same with other funds or property of, or held by, such Borrower and shall deliver the same to the Agent or any such agent or designee immediately upon receipt by such Borrower in the identical form received, together with any necessary endorsements; (ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables for amounts and on terms which the Agent considers advisable and in all such cases only the net amounts received by the Agent in payment of such amounts, after deductions of costs and attorneys' fees, shall constitute Collateral, and the Borrowers shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise; (iii) enter upon any premises on which Inventory or Equipment may be located and, without resistance or interference by the BorrowerBorrowers, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender Agent shall choose, without being liable to the any Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender Agent shall act reasonably and in good faith; (iiiv) require the Borrower Borrowers to and the Borrower Borrowers shall, without charge to the Agent or any Lender, assemble the Inventory and Equipment and maintain or deliver it into the possession of the Lender Agent or any agent or representative of the Lender Agent at such place or places as the Lender Agent may designate; (iiiv) at the expense of the BorrowerBorrowers, cause any of the Inventory and Equipment to be placed in a public or field warehouse, and neither the Agent nor any Lender shall not be liable to the any Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender Agent shall act reasonably and in good faith; (ivvi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the any Borrower's premises and, without breach of the peace, until the Lender Agent completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the any Borrower's equipment, for the purpose of (A) completing any work in process and process, preparing any Inventory for disposition and disposing thereof, and (B) collecting any Receivable, and the Lender Agent is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the any Borrower under all licenses and franchise agreements shall inure to the LenderAgent's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (vvii) exercise any and all of its rights under any and all of the Security Documents; (viviii) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender Agent may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; (ix) establish or cause to be established one or more Lockboxes or other arrangement for the deposit of proceeds of Receivables, and, in such case, the Borrowers shall cause to be forwarded to the Agent at the Agent's Office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such Lockboxes, together with collection reports in form and substance satisfactory to the Agent; and (viix) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the LenderAgent, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender Agent may deem commercially reasonable. The Borrower agrees Borrowers agree that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Borrower Borrower's Agent of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following: (i) notify, or request Borrower to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the accounts to make payment to the Lender or any agent or designee of the Lender, at such address as may be specified by the Lender, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments to Borrower, Borrower shall hold all such payments it receives in trust for the Lender, without commingling the same with other funds or property of, or held by, Borrower and shall deliver the same to the Lender or any such agent or designee immediately upon receipt by Borrower in the identical form received, together with any necessary endorsements; (ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on accounts for amounts and on terms which the Lender reasonably considers advisable and in all such cases only the net amounts received by the Lender in payment of such amounts, after deductions of costs and attorneys' fees, shall constitute Collateral, and the Borrower shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise; (iii) enter upon any premises on which Inventory any Collateral may be located and, without resistance or interference by the Borrower, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iiiv) require the Borrower to to, and the Borrower shall, without charge to the Lender, assemble the Inventory Collateral and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iiiv) at the expense of the Borrower, cause any of the Inventory inventory and equipment to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ivvi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipment, for the purpose of (A) completing any work in process and preparing any Inventory for disposition and disposing thereof, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (v) exercise any and all of its rights under any and all of the Security Documents; (vi) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; and (vii) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.any

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following: (i) notify, or request both of the Borrowers to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables to make payment to the Lender or any agent or designee of the Lender, at such address as may be specified by the Lender, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments either Borrower, such Borrower shall hold all such payments it receives in trust for the Lender, without commingling the same with other funds or property of, or held by, such Borrower and shall deliver the same to the Lender or any such agent or designee immediately upon receipt by such Borrower in the identical form received, together with any necessary endorsements; (ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables for amounts and on terms which the Lender considers advisable and in all such cases only the net amounts received by the Lender in payment of such amounts, after deductions of costs and attorneys' fees, shall constitute Collateral, and the Borrowers shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise; (iii) enter upon any premises on which Inventory Collateral may be located and, without resistance or interference by the BorrowerBorrowers, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ii) require the Borrower to and the Borrower shall, without charge to the Lender, assemble the Inventory and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iii) at the expense of the Borrower, cause any of the Inventory to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower Borrowers on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iv) require the Borrowers to and the Borrowers shall, without charge to the Lender, assemble the Collateral and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (v) at the expense of the Borrowers, cause any of the Collateral to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrowers on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (vi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's Borrowers' premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipmentEquipment, for the purpose of (A) completing any work in process and process, preparing any Inventory Collateral for disposition and disposing thereof, and (B) collecting any Receivable, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower Borrowers under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (vvii) exercise any and all of its rights hereunder and under any and all of the Security Documents; (viviii) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; (ix) establish or cause to be established one or more Lockboxes or other arrangement for the deposit of proceeds of Receivables, and, in such case, the Borrowers shall cause to be forwarded to the Lender at the Lender's Office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such Lockboxes, together with collection reports in form and substance satisfactory to the Lender; and (viix) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees Borrowers agree that, to the extent notice of sale shall be required by law, at least 10 days' notice to the Borrower Borrowers of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Further Remedies. If any Event of Default shall have occurred and be continuing, the Lender, in its sole and absolute discretion, may do any of the following: (i) notify, or request the Borrower to notify, in writing or otherwise, any Account Debtor or obligor with respect to any one or more of the Receivables to make payment to the Lender or any agent or designee of the Lender, at such address as may be specified by the Lender, and, if, notwithstanding the giving of any notice, any Account Debtor or other such obligor shall make payments to the Borrower, the Borrower shall hold all such payments it receives in trust for the Lender, without commingling the same with other funds or property of, or held by, the Borrower and shall deliver the same to the Lender or any such agent or designee immediately upon receipt by the Borrower in the identical form received, together with any necessary endorsements; (ii) settle or adjust disputes and claims directly with Account Debtors and other obligors on Receivables for amounts and on terms which the Lender considers advisable and in all such cases only the net amounts received by the Lender in payment of such amounts, after deductions of costs and attorneys' fees, shall constitute Collateral, and the Borrower shall have no further right to make any such settlements or adjustments or to accept any returns of merchandise; (iii) enter upon any premises on which Inventory or Equipment may be located and, without resistance or interference by the Borrower, take physical possession of any or all thereof and maintain such possession on such premises or move the same or any part thereof to such other place or places as the Lender shall choose, without being liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (iiiv) require the Borrower to and the Borrower shall, without charge to the Lender, assemble the Inventory and Equipment and maintain or deliver it into the possession of the Lender or any agent or representative of the Lender at such place or places as the Lender may designate; (iiiv) at the expense of the Borrower, cause any of the Inventory and Equipment to be placed in a public or field warehouse, and the Lender shall not be liable to the Borrower on account of any loss, damage or depreciation that may occur as a result thereof, so long as the Lender shall act reasonably and in good faith; (ivvi) without notice, demand or other process, and without payment of any rent or any other charge, enter any of the Borrower's premises and, without breach of the peace, until the Lender completes the enforcement of its rights in the Collateral, take possession of such premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of the Borrower's equipment, for the purpose of (A) completing any work in process and process, preparing any Inventory for disposition and disposing thereof, and (B) collecting any Receivable, and the Lender is hereby granted a license or sublicense and all other rights as may be necessary, appropriate or desirable to use the Intellectual Property in connection with the foregoing, and the rights of the Borrower under all licenses and franchise agreements shall inure to the Lender's benefit (provided, however, that any use of any federally registered trademarks as to any goods shall be subject to the control as to the quality of such goods of the owner of such trademarks and the goodwill of the business symbolized thereby); (vvii) exercise any and all of its rights under any and all of the Security Documents; (viviii) apply any cash Collateral to the payment of the Secured Obligations in any order in which the Lender may elect or use such cash in connection with the exercise of any of its other rights hereunder or under any of the Security Documents; (ix) establish or cause to be established one or more lockboxes or other arrangement for the deposit of proceeds of Receivables, and, in such case, the Borrower shall cause to be forwarded to the Lender at the Lender's Office, on a daily basis, copies of all checks and other items of payment and deposit slips related thereto deposited in such lockboxes, together with collection reports in form and substance satisfactory to the Lender; and (viix) exercise all of the rights and remedies of a secured party under the UCC (whether or not the UCC is applicable) and under any other applicable law, including, without limitation, the right, without notice except as specified below and with or without taking the possession thereof, to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any location chosen by the Lender, for cash, on credit or for future delivery and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least 10 days' notice (or such longer period as required by law) to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall also constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.