Common use of Remedies with Respect to Collateral Clause in Contracts

Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after the occurrence of If an Event of DefaultDefault shall occur and be continuing, Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Agent maySecured Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Lender without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Borrower or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at its optionany office of Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, and for cash or on credit or on future delivery without assumption of any credit risk. Lender shall have the Agent shallright upon any such public sale or sales, upon the request of the Required Lendersand, to the extent permitted by applicable law: (a) remove from , at any private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right of equity is hereby waived or released. Borrower further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at Borrower's premises where same may be located or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and all books and records, computers, electronic media and software programs associated with expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and or in any receptacles or cabinets containing same, way relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts Collateral or the handling rights of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the AccountsLender hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release payment in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sellSecured Obligations, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretionin such order as Lender may elect, and only after such application and after the Agent, on behalf payment by Lender of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral other amount required by any available judicial procedure, or take possession provision of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf Section 9-504(1)(c) of the LendersUCC, need Lender account for the surplus, if any, to the Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands it may acquire against Lender arising out of the exercise by Lender of any rights hereunder. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended a proposed sale or other disposition of any Collateral is shall be required by law, it is agreed that ten (10) days such notice shall constitute be deemed reasonable notification and full compliance with the lawproper if given at least five days before such sale or other disposition. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Agent Secured Obligations and the Lenders for any deficiencies, reasonable fees and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise expenses of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeattorneys employed by Lender to collect such deficiency.

Remedies with Respect to Collateral. Immediately after upon the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The During the existence of an Event of Default, the Agent shall also have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the rightright (during the existence of an Event of Default), at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the AgentAgent made while an Event of Default exists, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after the occurrence of an If any Event of DefaultDefault shall have occurred and be continuing, the Agent mayin addition to and not in limitation of any other rights or remedies available to Lender at law or in equity, at its option, and the Agent shall, upon the request Lender may exercise in respect of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suitCollateral, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have addition to all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and may also: (a) require the Loan Parties to, and each Loan Party hereby agrees that it will, at its expense and upon request of Lender forthwith, assemble all or part of the Collateral as directed by L▇▇▇▇▇ and make it available to Lender at a place to be designated by Lender which is reasonably convenient to both parties; (b) withdraw all cash in law, the deposit accounts maintained by the Loan Parties and apply such monies in equity, by contract or otherwise. The Agent shall have payment of the right, Obligations; and (c) without notice or advertisementdemand or legal process, enter upon any premises of any Loan Party and take possession of the Collateral. The Loan Parties agree that, to sellthe extent notice of sale of the Collateral or any part thereof shall be required by law, at least ten (10) days’ notice to Borrower of the time and place of any public disposition or the time after which any private disposition (which notice shall include any other information required by law) is to be made shall constitute reasonable notification. At any disposition of the Collateral (whether public or private), if permitted by law, Lender may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase, lease, or otherwise dispose of all or any part licensing of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any portion thereof for the account of them) or the Agent, on behalf Lender. Lender shall not be obligated to make any disposition of the Lenders, or in the name Collateral regardless of such other party as the Agent notice of disposition having been given. The Loan Parties shall remain liable for any deficiency. Lender may designate, either at adjourn any public or private sale or disposition from time to time by announcement at any broker’s boardthe time and place fixed therefor, in lots or in bulk, for cash or for credit, with or without warranties or representations (includingand such disposition may, without limitationfurther notice, be made at the time and place to which it was so adjourned. Lender is not obligated to make any representations or warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at connection with any such sale on behalf disposition of the LendersCollateral. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, To the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required extent permitted by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any each of the foregoing Loan Parties hereby specifically waives all rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereofredemption, and the Companies shall remain liable to the Agent and the Lenders for stay or appraisal, which it has or may have under any deficiencieslaw now existing or hereafter, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefromenacted. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right Lender shall not preclude the exercise of be required to proceed against any other right of the Agent or the Lenders under applicable law or the other Collateral but may proceed against any Loan Documents, all of which shall be cumulativeParty directly.

Remedies with Respect to Collateral. Immediately after (a) Without limiting the occurrence of an foregoing, if any Event of DefaultDefault shall occur and be continuing, Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement, any other Loan Document or by law, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Agent may, at its optionwithout demand of performance or other demand, advertisement, legal process or notice of any kind (except as may be required by law or provided herein) to or upon Borrower or any other Person (all and the Agent shalleach of which demands, upon the request of the Required Lenders, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate at any time or extend times enter Borrower's premises and take physical possession of the time of paymentCollateral and maintain such possession on Borrower's premises, without any obligation to pay rent or other compensation to Borrower, (ii) settleremove the Collateral or any part thereof, compromiseto such other places as Agent may desire, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in forthwith collect, receive, appropriate and realize upon the name of the Companies (Collateral, or any of thempart thereof, and/or (iv) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of all and deliver said Collateral (or contract to do so), or any part of the Collateral whether in its then condition or after further preparation or processingthereof, in the name of the Companies (one or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either more parcels at public or private sale or sales, at any exchange or broker’s board, in lots 's board or in bulkat any of Agent's offices or elsewhere at such prices and on such terms as Agent may deem commercially reasonable (irrespective of the impact of any such sales on the market price of the Collateral), for cash or on credit or for credit, with or without warranties or representations future delivery. Any such purchaser (including, without limitation, warranties Agent and any other Lender) of titleCollateral sold pursuant to this Section 8.3 shall purchase the same absolutely free from any claim or right on ----------- the part of Borrower and Borrower does hereby waive (to the maximum extent permitted by the UCC and other applicable law) all rights of redemption, possession, quiet enjoyment and the like)stay, and upon such other terms and conditions as the Agent in its sole discretion appraisal which Borrower now has or may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf time in the future have under any rule of the Lenderslaw or statute now existing or hereafter enacted. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the rightBorrower further agrees, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the Agent's request of the Agent, to assemble the Inventory Collateral and Equipment, and to make it available to the Agent at places which Agent shall reasonably select, whether at Borrower's premises or elsewhere. To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Agent arising out of the Companies repossession, retention or elsewhere sale of the Collateral except such as may arise out of the gross negligence or willful misconduct of Agent or the failure of Agent to exercise reasonable care in the custody and to make available preservation of Collateral in its possession or under its control as provided in Section 4.3. Borrower ----------- agrees that, to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If extent notice of intended disposition of any Collateral is sale shall be required by law, it is agreed that Agent need not give more than ten (10) days days' notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice shall constitute reasonable notification and full compliance with within the meaning of Section 9504(3) of the UCC. (c) Borrower hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law. The net cash proceeds resulting from the Agent’s exercise ) of any kind in connection with this Agreement or any Collateral. (d) The proceeds of any disposition of any Collateral obtained pursuant to this Section 8.3 and\or the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) other Loan Documents shall be applied as ----------- follows: (i) first, to the payment of any and all expenses and fees (including reasonable attorney's fees) incurred by Agent in foreclosing on and disposing of the Agent Collateral; (ii) next, any surplus then remaining to the payment of the Obligations (whether matured or unmatured) in the such order set forth as Agent may determine in Section 10.4 hereofits sole discretion; and (iii) thereafter, and the Companies if no other Obligations are outstanding, any surplus then remaining shall be paid to Borrower or to such other Person legally entitled to same; it being understood that Borrower will remain liable to the Agent and the Lenders for to the extent of any deficiencies, deficiency between the amount of the Obligations and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration aggregate of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeamount realized from Collateral.

Remedies with Respect to Collateral. Immediately after (a) Upon the occurrence and during the continuance of an Event of Default, Lender or any representative of Lender shall have the Agent may, at its option, rights and remedies of a secured party under the Agent shall, upon UCC in effect on the request date thereof (regardless of whether the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, has been enacted in the name of jurisdiction where the Companies (rights or any of themremedies are asserted), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to require Purchaser to assemble the Collateral, at Purchaser' expense, and make it available to Lender at a place designated by Lender which is reasonably convenient to both parties, and, subject to the rights of third parties, peaceably to enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (i) accelerate and if said premises be the property of any Purchaser, such Purchaser agrees not to charge Lender for storage thereof), to take possession of any of the Collateral or extend the proceeds thereof, to sell or otherwise dispose of the same, and Lender shall have the right to conduct such sales on the premises of Purchaser, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. Lender may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Purchased Receivables and their Related Rights and Goods or any part thereof, and the right to apply the proceeds therefrom as set forth in Section 6.02(b), below. Lender shall give Purchaser written notice of the time and place of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name public sale of the Companies Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Purchaser at least ten days before such disposition. Expenses of retaking, verifying, restoring, holding, insuring, collecting, preserving, liquidating, protecting, preparing for sale or selling, or otherwise disposing of or the like with respect to the Collateral shall include, in any event, reasonable attorneys' fees and other legally recoverable collection expenses, all of which shall constitute a part of the Obligations. (b) Proceeds of any of the Collateral and payments by Purchaser during the existence of an Event of Default received by Lender or any Lender shall be applied by Lender in accordance with the provisions of them) or Section 2.08(e). In the Agent; event that the proceeds of the Collateral are not sufficient to pay the Obligations in full, Purchaser shall remain liable for any deficiency. (c) sellTo the extent permitted therein, assign Purchaser hereby waives all rights which Purchaser has or may have under and deliver the by virtue of any applicable law relating to Purchaser's right to redeem any Collateral and or Purchaser's right to require notice or a judicial hearing before seizure of any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived Collateral by the Companies; Lender. (d) foreclose Unless and except to the Agent’s security interests extent expressly provided for to the contrary herein, the rights of Lender specified herein shall be in addition to, and not in limitation of, Lender's rights under the UCC, or any other statute or rule of law or equity, or under any other provision of any of the Program Documents, or under the provisions of any other document, instrument or other writing executed by Purchaser or any third party in favor of Lender, all of which may be exercised successively or concurrently. (e) Pursuant to the Receivables Purchase Agreement, Seller, among other things, granted Purchaser a limited license (which Purchaser may not exploit in its own right, but rather may only assign such license to certain third parties) to use any of Seller's tradenames, trademarks, or service marks for the limited purposes of billing, collecting, settling, compromising, or otherwise disposing of any Purchased Receivable purchased by Purchaser from Seller and its Related Rights and Property. Pursuant to the terms of the Receivables Purchase Agreement, Purchaser hereby assigns such limited license to Lender, to be used by Lender only during the existence of an Event of Default, for purposes of billing, collecting, settling, compromising, or otherwise disposing of any Purchased Receivables and its Related Rights and Property. (f) Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto, except for reasonable care in the custody thereof while any Collateral by any available judicial procedureis in Lender's actual possession, or take possession for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at Purchaser's sole risk. (g) Lender shall not be under any obligation to marshal any assets in favor of Purchaser or any other Person or against or in payment of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeObligations.

Remedies with Respect to Collateral. Immediately after (a) Upon the occurrence of an Event of Default, Lender or any representative of Lender shall have the Agent may, at its option, rights and remedies of a secured party under the Agent shall, upon UCC in effect on the request date thereof (regardless of whether the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, has been enacted in the name of jurisdiction where the Companies (rights or any of themremedies are asserted), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to require Purchaser to assemble the Collateral, at Purchaser' expense, and make it available to Lender at a place designated by Lender which is reasonably convenient to both parties, and enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (i) accelerate and if said premises be the property of any Purchaser, such Purchaser agrees not to charge Lender for storage thereof), to take possession of any of the Collateral or extend the proceeds thereof, to sell or otherwise dispose of the same, and Lender shall have the right to conduct such sales on the premises of Purchaser, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. Lender may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Purchased Receivables and their Related Rights and Goods or any part thereof, and the right to apply the proceeds therefrom as set forth in Section 6.02(b), below. Lender shall give Purchaser written notice of the time and place of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name public sale of the Companies Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Purchaser at least ten days before such disposition. Expenses of retaking, verifying, restoring, holding, insuring, collecting, preserving, liquidating, protecting, preparing for sale or selling, or otherwise disposing of or the like with respect to the Collateral shall include, in any event, reasonable attorneys' fees and other legally recoverable collection expenses, all of which shall constitute a part of the Obligations. (b) Proceeds of any of the Collateral and payments by Purchaser during the existence of an Event of Default received by Lender or any Lender shall be applied by Lender in accordance with the provisions of them) or Section 2.08(e). In the Agent; event that the proceeds of the Collateral are not sufficient to pay the Obligations in full, Purchaser shall remain liable for any deficiency. (c) sellPurchaser hereby waive all rights which Purchaser have or may have under and by virtue of O.C.G.A. CH. 44-14, assign and deliver including, without limitation, the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived Purchaser to notice and to a judicial hearing prior to seizure of any Collateral by the Companies; Lender. (d) foreclose Unless and except to the Agent’s security interests extent expressly provided for to the contrary herein, the rights of Lender specified herein shall be in addition to, and not in limitation of, Lender's or Lender's rights under the UCC, or any other statute or rule of law or equity, or under any other provision of any of the Program Documents, or under the provisions of any other document, instrument or other writing executed by Purchaser or any third party in favor of Lender, all of which may be exercised successively or concurrently. (e) To the extent permissible or consented to under the Fleet Agreement and the documents related thereto, Lender is hereby granted a license or other right to use, without charge, Purchaser's labels, patents, copyrights, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Purchaser' rights under all licenses and all franchise agreements shall inure to Lender's benefit. (f) Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto, except for reasonable care in the custody thereof while any Collateral by any available judicial procedureis in Lender's actual possession, or take possession for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at Purchaser' sole risk. (g) Lender shall not be under any obligation to marshal any assets in favor of Purchaser or any other Person or against or in payment of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeObligations.

Remedies with Respect to Collateral. Immediately (a) If an Event of Default shall occur and be continuing, the Lender may exercise, in addition to all other rights and remedies granted in this Agreement, at law or in equity, and in any other instrument or agreement securing, evidencing or relating to the Loan, all rights and remedies of a secured creditor under the Code, and, subject to any restrictions set forth below, may foreclose or otherwise realize upon the Collateral in such portions or in full as the Lender sees fit in its sole discretion. If an Event of Default shall occur and be continuing, without limiting the generality of the foregoing, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Person (which demands, presentments, protests, advertisements and notices, or other defenses, are hereby waived by the Borrower), may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. To the extent permitted by Applicable Law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights and remedies hereunder. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least [**] days before such sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Lender to collect such deficiency. Any proceeds of any sale or other disposition of the Collateral that remain after the full and final payment of all the Secured Obligations shall be returned to the Borrower. (b) The Lender shall have such rights and remedies as are set forth in this Agreement, all the rights, powers and privileges of a secured party under the Code as in effect in the applicable jurisdictions, and all other rights and remedies available to the Lender, at law or in equity. Upon the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required LendersLender shall have, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitationunder Applicable Law, the right to (i) accelerate or extend the time appointment of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts a receiver for the properties and (iii) issue credits in the name assets of the Companies (or Borrower, and the Borrower hereby consents to such rights and such appointment and hereby waives any of them) objection the Borrower may have thereto or the Agent; right to have a bond or other security posted by the Lender in connection therewith. (c) sellUpon the occurrence and during the continuance of an Event of Default, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the AgentLender may, on behalf of the LendersBorrower, may bid modify, terminate, waive or become a purchaser at release, enforce and ▇▇▇ on the Purchase Agreement and, without releasing the Borrower from its obligations under the Purchase Agreement, perform any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or and all obligations of the Collateral without judicial process, Borrower under the Purchase Agreement and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any and all other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have of the right, without notice or advertisementBorrower therein contained as fully as the Borrower itself could, to sellthe extent such actions are necessary or appropriate in order to accomplish or further effect the purposes of this Agreement. Notwithstanding the foregoing, lease, or otherwise dispose of all or the Lender shall not be obligated to perform any part obligation of the Collateral whether in its then condition or after further preparation or processing, in Borrower under the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativePurchase Agreement.

Remedies with Respect to Collateral. Immediately after (a) Upon the occurrence of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, as to any Collateral other than Real Property Collateral (to the extent permitted that the rights and remedies of Collateral Agent under which are governed by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of themMortgages), the Lenders Collateral Agent or the Agent on behalf any representative of the Lenders, and generally Collateral Agent shall have all other the rights respecting and remedies of a secured party under the AccountsUCC in effect on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwiserequire each Obligor to assemble such Collateral, at the Agent’s sole option and discretionBorrower's expense, and make it available to the Agent, on behalf of the Lenders, may bid or become Collateral Agent at a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived place designated by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial processAgent which is reasonably convenient to both parties, and to enter any premises where any of such Collateral may shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of the Borrower or any of the Subsidiaries, the Borrower agrees not to charge the Collateral Agent for the purpose of taking storage thereof), to take possession of any of such Collateral or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisementproceeds thereof, to sell, lease, sell or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisablesame, and the Collateral Agent shall have the right to purchase at conduct such sales on the premises of Obligors, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent may sell, lease or dispose of Collateral for cash, credit, or any such sale on behalf of the Lenders. If any Inventory combination thereof, and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, right to do such appoint a receiver of the aforesaid as is necessary, for the purpose of putting Accounts Receivable Collateral and the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and EquipmentCollateral or any part thereof, and the right to make it available to apply the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order therefrom as set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.SECTION 6.03

Remedies with Respect to Collateral. Immediately after Upon the occurrence of an any Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, in addition to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting and remedies, have all the Accounts, including, without limitation, rights and remedies of a secured party under the right Uniform Commercial Code. The Agent may require the Borrower to (i) accelerate or extend take any steps necessary to make the Collateral available to the Agent at a place designated by the Agent which is reasonably convenient. Any requirement of the Code for reasonable notice to the Borrower shall be met if such notice is given to the Borrower at least ten days before the time of paymentthe sale, (ii) settle, compromise, release in whole disposition or in part any amounts owing on any Accounts and (iii) issue credits in other event or thing giving rise to the name of the Companies (or any of them) or the Agent; (c) required notice. The Agent may sell, assign and deliver the whole or, from time to time, any part of the Collateral and or any returnedinterest therein or any part thereof, reclaimed at any private sale or repossessed merchandiseat a public auction, with or without advertisementdemand, at public advertisement or private notice of the time and place or sale or adjournment thereof or otherwise, except that, consistent with the preceding sentence, a notice of any such sale shall be given to the Borrower ten days before such sale, which may be for cash, on credit or otherwisefor other property, at the Agent’s sole option and discretionfor immediate or future delivery, and for such price or prices and on such terms as the Agent, on behalf Agent its sole discretion may determine. The Borrower waives and releases any and all right or equity of redemption either before or after any such sale except for his right to redeem such Collateral upon payment of the Lenders, may bid or become a purchaser at Secured Obligations. At any such sale, free from any right of redemptionthe Agent may bid and purchase for its own account, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all whole or any part of the Collateral whether in its then condition so sold free from any such right or after further preparation or processing, in the name equity of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at redemption. The proceeds from any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to satisfy the payment of the Secured Obligations in the such order set forth in Section 10.4 hereofas it may deem appropriate. The Borrower agrees to pay all costs and expenses including court costs and reasonable attorneys' fees, and the Companies shall remain liable to incurred by the Agent and Morgan in enforcing any of the Lenders terms hereof or in retaking, holding, ▇▇▇▇aring for sale, selling, protecting, collecting or otherwise realizing upon any deficiencies, and of the Agent in turn agrees to remit to the Companies or their successors or assigns, Collateral (including any surplus resulting therefrom. The enumeration such of the foregoing rights is not intended to be exhaustive and actions taken or done in any proceeding for relief of debtors under the exercise of any right shall not preclude the exercise of any other right Bankruptcy Code of the Agent or United States); and all such costs and expenses shall constitute additional indebtedness under the Lenders under applicable law or Credit Agreement payable on demand together with interest thereon at the other Loan Documentsdefault rate specified in Section 2.04 of the Credit Agreement, all and shall also constitute part of which shall be cumulativethe Secured Obligations secured by the security interest created by the Credit Agreement.

Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, subject to the Agent Intercreditor Agreement, CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent CIT may use, at the Companies’ Company’s expense, such of the Companies’ Company’s personnel, supplies or space at any the Company’s place places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (Company or any of them), the Lenders or the Agent on behalf of the LendersCIT, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (Company or any of them) or the AgentCIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the AgentCIT’s sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the CompaniesCompany; (d) foreclose the AgentCIT’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent Upon the occurrence and during the continuance of an Event of Default and, subject to the Intercreditor Agreement, CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (Company or any of them) or the Agent, on behalf of the LendersCIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale on behalf sale. Upon the occurrence and during the continuance of an Event of Default and, subject to the Lenders. If Intercreditor Agreement, if any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of the AgentCIT, to assemble the Inventory and Equipment, and to make it available to the Agent CIT at premises of the Companies Company or elsewhere and to make available to the Agent CIT the premises and facilities of the Companies Company for the purpose of the AgentCIT’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the AgentCIT’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies Company shall remain liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to the Companies Company or their its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after Without limitation to any other right or remedy Lender may have under this Agreement, applicable law, or otherwise, upon the occurrence and during the continuance of an any Event of Default, (a) The Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the Agent may, rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of California at its optionsuch time (the "Uniform Commercial Code") (whether or not the Uniform Commercial Code applies to the affected Collateral) and also may (i) require the Borrower to, and the Agent shall, Borrower hereby agrees that it will at its expense and upon the request of the Required LendersLender forthwith, assemble all or part of the Collateral as directed by the Lender and make it available to the extent permitted Lender at a place to be designated by applicable law: (a) remove from any premises where same may be located any the Lender that is reasonably convenient to both parties and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settlewithout notice except as specified below, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in sell the name of the Companies (Collateral or any of them) part thereof in one or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, more parcels at public or private sale, at any of the Lender's offices or elsewhere, for cash, on credit or otherwisefor future delivery, 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 ten days' notice to the Agent’s sole option and discretion, and the Agent, on behalf Borrower of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived the (b) All cash proceeds received by the Companies; (d) foreclose the Agent’s security interests Lender in the Collateral by respect of any available judicial proceduresale of, collection from, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of realization upon all or any part of the Collateral whether in its then condition or after further preparation or processingmay, in the name discretion of the Companies (or any of them) or Lender, be held by the AgentLender as collateral for, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale and/or then or at any broker’s board, time thereafter applied in lots whole or in bulk, for part by the Lender against all or any part of the Secured Obligations in such order as the Lender shall elect. Any surplus of such cash or for creditcash proceeds held by the Lender and remaining after payment in full of all the Secured Obligations shall be paid over to the Borrower or to whomsoever may be lawfully entitled to receive such surplus. (c) The Lender may exercise any and all rights and remedies of the Borrower under or in connection with the Assigned Agreements or otherwise in respect of the Collateral, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment any and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf all rights of the Lenders. If Borrower to demand or otherwise require payment of any Inventory and Equipment shall require rebuildingamount under, repairingor performance of any provision of, maintenance any Assigned Agreement. (d) All payments received by the Borrower under or preparation, the Agent shall have the right, at its option, to do such in connection with any Assigned Agreement or otherwise in respect of the aforesaid as is necessary, Collateral shall be received in trust for the purpose benefit of putting the Inventory Lender, shall be segregated from other funds of the Borrower and Equipment shall be forthwith paid over to the Lender in such saleable the same form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of so received (with any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativenecessary endorsement).

Remedies with Respect to Collateral. Immediately after Upon the occurrence and during the continuance of an Event of Default, the Agent Lender may, at its optionwithout notice or demand, do any or all of the following: (i) verify the amount of, demand payment of and performance under, and collect any accounts and general intangibles, settle or adjust disputes and claims directly with account debtors for amounts on terms and in any order that ▇▇▇▇▇▇ considers advisable, and notify any Person owing a Credit Party money of ▇▇▇▇▇▇’s security interest in such funds. Upon instruction from ▇▇▇▇▇▇, Borrower shall collect all payments in trust for ▇▇▇▇▇▇ and, if requested by ▇▇▇▇▇▇, immediately deliver the Agent shallpayments to Lender in the form received from the account debtor, with proper endorsements for deposit; (ii) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. Borrower shall assemble the Collateral if Lender requests and make it available as Lender designates. Bank may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Bank a license to enter and occupy any of its premises, without charge by ▇▇▇▇▇▇▇▇, to exercise any of Bank’s rights or remedies; (iii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. For use solely upon the request occurrence and during the continuation of an Event of Default and the Required Lendersexercise of its remedies, Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, any Credit Party’s labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with ▇▇▇▇▇▇’s exercise of its rights under this Section 8.2, any Credit Party’s rights under all licenses and all franchise agreements inure to Lender’s benefit to the extent permitted by applicable law: ; (aiv) remove from give notice of sole control or any premises where same may be located other instruction under any and all books and records, computers, electronic media and software programs associated Deposit Account Control Agreement or any other control agreement with any bank or securities intermediary and take any action therein with respect to such Collateral; (v) enter the premises of any Credit Party where any Collateral is located (including electronic recordsthrough self-help and without judicial process) to collect, contracts and signatures pertaining thereto)receive, documentsassemble, instruments and filesprocess, and any receptacles appropriate, sell, lease, assign, grant an option or cabinets containing sameoptions to purchase or otherwise dispose of, relating to deliver, or realize upon, the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (Collateral or any of them), the Lenders part thereof in one or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Credit Party’s premises or elsewhere), for cash, on credit or otherwise, at the Agent’s sole option and discretionfor future delivery without assumption of any credit risk, and the Agent, on behalf of the Lenders, upon such other terms as Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; deem commercially reasonable; (dvi) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take demand and receive possession of any or all of the Collateral without judicial process, Credit Party’s books and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; records; (vii) transfer and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether register in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of its nominee the whole or any part of Collateral comprised of instruments, securities and other investment property of the Credit Parties, exchange certificates or instruments representing or evidencing such Collateral for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to such Collateral as though Lender was the outright owner thereof; and (viii) exercise those rights and remedies available to a secured party as under the Agent may designate, either at public UCC (whether or private sale not the UCC applies to the affected Collateral) or at under any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations other applicable law (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and law governing the exercise of any right shall not preclude the exercise of any other a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement (including disposal of Collateral pursuant to the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeterms thereof).

Remedies with Respect to Collateral. Immediately Without limiting the generality of Section 7.02: (a) If an Event of Default shall occur and be continuing, the Collateral Agent may exercise, in addition to all other rights and remedies granted in this Agreement, at law or in equity, and in any other instrument or agreement securing, evidencing or relating to the Loan, all rights and remedies of a secured creditor under the Code, and, subject to any restrictions set forth below, may foreclose or otherwise realize upon the Collateral in such portions or in full as the Collateral Agent sees fit in its sole discretion. If an Event of Default shall occur and be continuing, without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Person (which demands, presentments, protests, advertisements and notices, or other defenses, are hereby waived by the Borrower), may collect, receive, appropriate and realize upon the Collateral, or any part thereof, or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Collateral Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. To the extent permitted by Applicable Law, the Borrower waives all claims, damages and demands it may acquire against the Collateral Agent or any Lender arising out of the exercise by the Collateral Agent of any of its rights and remedies hereunder. If any notice of a proposed sale or other disposition of the Collateral shall be required by Applicable Law, such notice shall be deemed reasonable and proper if given at least ten (10) Business Days before such sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such deficiency. Any proceeds of any sale or other disposition of the Collateral that remain after the full and final payment of all the Secured Obligations shall be returned to the Borrower. (b) The Collateral Agent shall have such rights and remedies as are set forth in this Agreement, all the rights, powers and privileges of a secured party under the Code as in effect in the applicable jurisdictions, and all other rights and remedies available to the Collateral Agent, at law or in equity. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, at its option, and the Agent shall, upon the request of the Required Lendersshall have, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitationunder Applicable Law, the right to (i) accelerate or extend the time appointment of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts a receiver for the properties and (iii) issue credits in the name assets of the Companies (or Borrower, and the Borrower hereby consents to such rights and such appointment and hereby waives any of them) objection the Borrower may have thereto or the Agent; right to have a bond or other security posted by the Collateral Agent in connection therewith. (c) sellUpon the occurrence and during the continuance of an Event of Default, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the AgentAgent may, on behalf of the LendersBorrower, may bid modify, terminate, waive or become a purchaser at release, enforce and ▇▇▇ on the Purchase Agreement and, without releasing the Borrower from its obligations under the Purchase Agreement, perform any and all obligations of the Borrower under the Purchase Agreement and exercise any and all other rights of the Borrower therein contained as fully as the Borrower itself could, to the extent such saleactions are necessary or appropriate in order to accomplish or further effect the purposes of this Agreement. Notwithstanding the foregoing, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by Agent shall not be obligated to perform any available judicial procedure, or take possession of any or all obligation of the Collateral without judicial process, and to enter any premises where any Collateral may be located for Borrower under the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativePurchase Agreement.

Remedies with Respect to Collateral. Immediately after Upon the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ Company’s expense, such of the Companies’ any Credit Party’s personnel, supplies or space at any Companysuch Credit Party’s place places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them)Credit Party, the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) Credit Party or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companieseach Credit Party; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Upon the occurrence and during the continuance of an Event of Default, the Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) Credit Party or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If Upon the occurrence and during the continuance of an Event of Default, if any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agreeUpon the occurrence and during the continuance of an Event of Default, each Credit Party agrees, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies such Credit Party or elsewhere and to make available to the Agent the premises and facilities of the Companies such Credit Party for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies Credit Parties shall remain jointly and severally liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies Company or their its successors or assigns, on behalf of the applicable Credit Parties, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after (a) In addition to the occurrence of an foregoing, if any Event of DefaultDefault shall occur and be continuing, Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement or by law, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Agent may, without demand of performance or other demand, advertisement, legal process or notice of any kind (except as may be required by law or provided herein) to or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), (i) at its optionany time or times enter Borrower's premises and take physical possession of the Collateral and maintain such possession on Borrower's premises, without any obligation to pay rent or other compensation to Borrower, (ii) remove the Collateral or any part thereof, to such other places as Agent may desire, (iii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or (iv) forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Agent's offices or elsewhere at such prices and on such terms as Agent may deem commercially reasonable (irrespective of the impact of any such sales on the market price of the Collateral), for cash or on credit or for future delivery. Any such purchaser (including, without limitation, Agent and any other Lender) of Collateral sold pursuant to this Section 8.3 shall purchase the ----------- same absolutely free from any claim or right on the part of Borrower and Borrower does hereby waive (to the maximum extent permitted by the UCC and other applicable law) all rights of redemption, stay, and appraisal which Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Borrower further agrees, at Agent's request to assemble the Collateral and make it available to Agent shallat places which Agent shall reasonably select, upon whether at Borrower's premises or elsewhere. To the request of the Required Lenders, to the maximum extent permitted by applicable law: (a) remove from any premises where same may be located any and , Borrower waives all books and recordsclaims, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and filesdamages, and any receptacles demands against Agent arising out of the repossession, retention or cabinets containing samesale of the Collateral except such as may arise out of the gross negligence or willful misconduct of Agent or the failure of Agent to exercise reasonable care in the custody and preservation of Collateral in its possession or under its control as provided in Section 4.3. Borrower agrees that, relating to the Accountsextent notice of sale ----------- shall be required by law, and the Agent may use, at the Companies’ expense, such need not give more than ten (10) days' notice of the Companies’ personnel, supplies or space at any Company’s time and place of business any public sale or otherwise, as of the time after which a private sale may be necessary to properly administer take place and control that such notice shall constitute reasonable notification within the Accounts or meaning of Section 9504(3) of the handling of collections and realizations thereon; UCC. (b) bring suit, in the name Borrower also agrees to pay all reasonable costs of the Companies (or any of them), the Lenders or the Agent on behalf of the and Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, reasonable attorneys' fees, incurred in connection with the right to (i) accelerate or extend the time enforcement of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other its rights and remedies provided in lawhereunder, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties reasonable fees for attorneys employed by Agent or any Lenders to collect any deficiency existing after the application of titleproceeds from any sale of Collateral pursuant to this Section 8.3. ----------- (c) Borrower hereby waives presentment, possessiondemand, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at protest or any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available notice (to the Agent at premises maximum extent permitted by applicable law) of the Companies any kind in connection with this Agreement or elsewhere and to make available to the Agent the premises and facilities any Collateral. (d) The proceeds of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended any disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent obtained pursuant to the payment of the Obligations in the order set forth in this Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulative.-------

Remedies with Respect to Collateral. Immediately after the occurrence of an Event of Default, the Agent CIT may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent CIT may use, at the Companies’ Company's expense, such of the Companies’ Company's personnel, supplies or space at any the Company’s place 's places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (Company or any of them), the Lenders or the Agent on behalf of the LendersCIT, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (Company or any of them) or the AgentCIT; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s CIT's sole option and discretion, and the Agent, on behalf of the Lenders, CIT may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the CompaniesCompany; (d) foreclose the Agent’s CIT's security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent CIT shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (Company or any of them) or the Agent, on behalf of the LendersCIT, or in the name of such other party as the Agent CIT may designate, either at public or private sale or at any broker’s 's board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent CIT in its sole discretion may deem advisable, and the Agent CIT shall have the right to purchase at any such sale on behalf of the Lenderssale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent CIT shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of the AgentCIT, to assemble the Inventory and Equipment, and to make it available to the Agent CIT at premises of the Companies Company or elsewhere and to make available to the Agent CIT the premises and facilities of the Companies Company for the purpose of the Agent’s CIT's taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s CIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent CIT to the payment of the Obligations Obligations, whether due or to become due, in the such order set forth in Section 10.4 hereofas CIT may elect, and the Companies Company shall remain liable to the Agent and the Lenders CIT for any deficiencies, and the Agent CIT in turn agrees to remit to the Companies Company or their its successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders CIT under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after (a) Without limiting the occurrence of an foregoing, if any Event of DefaultDefault shall occur and be continuing, Agent may exercise, and shall, if directed to do so, by the Required Leaders or the Lenders, as applicable (subject to the terms hereof), in addition to all other rights and remedies granted to it in this Agreement, any other Loan Document or by law, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Agent may, without demand of performance or other demand, advertisement, legal process or notice of any kind (except as may be required by law or provided herein) to or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), (i) at its optionany time or times enter Borrower's premises and take physical possession of the Collateral and maintain such possession on Borrower's premises, without any obligation to pay rent or other compensation to Borrower, (ii) remove the Collateral or any part thereof, to such other places as Agent may desire, (iii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or (iv) forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Agent's offices or elsewhere at such prices and on such terms as Agent may deem commercially reasonable (irrespective of the impact of any such sales on the market price of the Collateral), for cash or on credit or for future delivery. Any such purchaser (including, without limitation, Agent and any other Lender) of Collateral sold pursuant to this Section 8.3 shall purchase the same absolutely free from any claim or right on the part of Borrower and Borrower does hereby waive (to the maximum extent permitted by the UCC and other applicable law) all rights of redemption, stay, and appraisal which Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Borrower further agrees, at Agent's request to assemble the Collateral and make it available to Agent shallat places which Agent shall reasonably select, upon whether at Borrower's premises or elsewhere. To the request of the Required Lenders, to the maximum extent permitted by applicable law: (a) remove from any premises where same may be located any and , Borrower waives all books and recordsclaims, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and filesdamages, and any receptacles demands against Agent arising out of the repossession, retention or cabinets containing samesale of the Collateral except such as may arise out of the gross negligence or willful misconduct of Agent or the failure of Agent to exercise reasonable care in the custody and preservation of Collateral in its possession or under its control as provided in Section 4.3. Borrower agrees that, relating to the Accountsextent notice of sale shall be required by law, and the Agent may use, at the Companies’ expense, such need not give more than ten (10) days' notice of the Companies’ personnel, supplies or space at any Company’s time and place of business any public sale or otherwise, as of the time after which a private sale may be necessary to properly administer take place and control that such notice shall constitute reasonable notification within the Accounts or meaning of Section 9504(3) of the handling of collections and realizations thereon; UCC. (b) bring suit, in the name Borrower also agrees to pay all reasonable costs of the Companies (or any of them), the Lenders or the Agent on behalf of the and Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, reasonable attorneys' fees, incurred in connection with the right to (i) accelerate or extend the time enforcement of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) Agents or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other ' rights and remedies hereunder or as provided in by law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties reasonable fees for attorneys employed by Agent or any Lenders to collect any deficiency existing after the application of titleproceeds from any sale of Collateral pursuant to this Section 8.3. (c) Borrower hereby waives presentment, possessiondemand, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at protest or any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available notice (to the Agent at premises maximum extent permitted by applicable law) of the Companies any kind in connection with this Agreement or elsewhere and to make available to the Agent the premises and facilities any Collateral. (d) The proceeds of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended any disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with obtained pursuant to this Section 8.3 and\or the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) other Loan Documents shall be applied as follows: (i) first, to the payment of any and all expenses and fees (including reasonable attorney's fees) incurred by Agent in foreclosing on and disposing of the Agent Collateral; (ii) next, any surplus then remaining to the payment of the Obligations (whether matured or unmatured) in the such order set forth as Required Lenders may determine in Section 10.4 hereofits sole discretion; and (iii) thereafter, and the Companies if no other Obligations are outstanding, any surplus then remaining shall be paid to Borrower or to such other Person legally entitled to same; it being understood that Borrower will remain liable to the Agent and the Lenders for to the extent of any deficiencies, deficiency between the amount of the Obligations and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration aggregate of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeamount realized from Collateral.

Remedies with Respect to Collateral. Immediately after Upon the occurrence and during the continuance of an Event of Default, the Agent Lender may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable lawlaw and the Contrarian Intercreditor Agreement: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent Lender may use, at the Companies’ Company’s expense, such of the Companies’ any Credit Party’s personnel, supplies or space at any Companysuch Credit Party’s place places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders Credit Party or the Agent on behalf of the Lenders, Lender and generally shall have all other rights respecting the Accounts, including, without limitation, the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) Credit Party or the AgentLender; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the AgentLender’s sole option and discretion, and the Agent, on behalf of the Lenders, Lender may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the Companieseach Credit Party; (d) foreclose the AgentLender’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent Upon the occurrence and during the continuance of an Event of Default, the Lender shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) Credit Party or the Agent, on behalf of the Lenders, Lender or in the name of such other party as the Agent Lender may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent Lender in its sole discretion may deem advisable, and the Agent Lender shall have the right to purchase at any such sale on behalf sale. Upon the occurrence and during the continuance of the Lenders. If an Event of Default, if any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent Lender shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent Lender shall deem appropriate. The Companies agreeUpon the occurrence and during the continuance of an Event of Default, each Credit Party agrees, at the request of the AgentLender, to assemble the Inventory and Equipment, and to make it available to the Agent Lender at premises of the Companies such Credit Party or elsewhere and to make available to the Agent Lender the premises and facilities of the Companies such Credit Party for the purpose of the AgentLender’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the AgentLender’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent Lender to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies Credit Parties shall remain jointly and severally liable to the Agent and the Lenders Lender for any deficiencies, and the Agent Lender in turn agrees to remit to the Companies Company or their its successors or assigns, on behalf of the applicable Credit Parties, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders Lender under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after  Without limiting any rights or remedies Lender may have pursuant to this Agreement, the other Loan Documents, under applicable law or otherwise, upon the occurrence and during the continuation of an Event of Default:  (a) Lender may take any and all actions and avail itself of any and all rights and remedies available to Lender under this Agreement, any other Loan Document, under law or in equity (including all rights of a secured creditor under the Agent may, at its optionCode), and the Agent shall, upon the request rights and remedies herein and therein provided shall be cumulative and not exclusive of the Required Lenders, to the extent permitted any rights or remedies provided by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business law or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; .  (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally Lender may but shall have all other rights respecting the Accounts, including, without limitation, the right be under no obligation to (i) accelerate notify all appropriate parties that the Collateral, or extend any part thereof, has been assigned to Lender; (ii) demand, ▇▇▇ for, collect and give receipts for and take all necessary or desirable steps to collect any Collateral or Proceeds in its or any Obligor's name, and apply any such collections against the Obligations as Lender may elect; (iii) take control of any Collateral and any cash and non-cash Proceeds of any Collateral; (iv) enforce, compromise, extend, renew, settle or discharge any rights or benefits of each Obligor with respect to or in and to any Collateral, or deal with the Collateral as Lender may deem advisable; and (v) make any compromises, exchanges, substitutions or surrenders of Collateral as Lender deems necessary or proper in its reasonable discretion, including extending the time of payment, permitting payment in installments, or otherwise modifying the terms or rights relating to any of the Collateral, all of which may be effected without notice to, consent of, or any other action of any Obligor and without otherwise discharging or affecting the Obligations, the Collateral or the security interests granted to Lender under this Agreement or any other Loan Document.  (c) Lender may file proofs of loss and claim with respect to any of the Collateral with the appropriate insurer, and may endorse in its own and Borrower's name any checks or drafts constituting Proceeds of insurance. Any Proceeds of insurance received by Lender may be applied by Lender against payment of all or any portion of the Obligations as Lender may elect in its reasonable discretion.  (d) Lender may take possession of the Collateral and, without removal, render Borrower's Equipment unusable. Upon Lender's request, each Obligor shall assemble the Collateral and make it available to Lender at a place or places to be designated by Lender.  (e) Lender may and without any notice to, consent of or any other action by Borrower's (such notice, consent or other action being expressly waived), set-off or apply (i) any and all deposits (general or special, time or demand, provisional or final) at any time held by or for the account of Lender or any Affiliate of Lender, and (ii) settleany Indebtedness at any time owing by Lender or any Affiliate of Lender to or for the credit or the account of Borrower, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in to the name repayment of the Companies Obligations irrespective of whether any demand for payment of the Obligations has been made.  (i) Lender may, without demand, advertising or any notice, all of them) which Borrower hereby waives (except as the same may be required by the Code or other applicable law and is not waivable under the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed Code or repossessed merchandise, with or without advertisementsuch other applicable law), at any time or times in one or more public or private salesales or other dispositions, for cash, on credit or otherwise, at such prices and upon such terms as determined by Lender (provided such price and terms are commercially reasonable within the Agent’s sole option and discretion, and the Agent, on behalf meaning of the LendersCode to the extent such sale or other disposition is subject to the Code requirements that such sale or other disposition must be commercially reasonable), (A) sell, lease, license or otherwise dispose of any and all Collateral, or (B) deliver and grant options to a third party to purchase, lease, license or otherwise dispose of any and all Collateral. Lender may bid sell, lease, license or become a otherwise dispose of any Collateral in its then-present condition or following any preparation or processing deemed necessary by Lender in its reasonable discretion. To the extent permitted by applicable law, Lender may be the purchaser at any such public or private sale or other disposition of Collateral, and in such case Lender may make payment of all or any portion of the purchase price therefor by the application of all or any portion of the Obligations due to Lender to the purchase price payable in connection with such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any public sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale or disposition; provided, however, that Lender shall provide Borrower with written notice of the time and place of such postponed or adjourned sale. Borrower hereby acknowledges and agrees that Lender's compliance with any requirements of applicable law in connection with a sale, free from any right lease, license or other disposition of redemption, which right is hereby expressly waived by Collateral will not be considered to adversely affect the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession commercial reasonableness of any sale, lease, license or other disposition of such Collateral.  (ii) Borrower shall remain liable for all amounts of the Obligations remaining unpaid as a result of any deficiency of the Proceeds of the sale, lease, license or other disposition of Collateral after such Proceeds are applied to the Obligations as provided in this Agreement.  (iii) Lender may sell, lease, license or otherwise dispose of the Collateral without judicial processgiving any warranties and may specifically disclaim any and all warranties, including warranties of title, possession, merchantability and fitness for a particular purpose. Borrower hereby acknowledges and agrees that Lender's disclaimer of any and all warranties in connection with a sale, lease, license or other disposition of Collateral will not be considered to adversely affect the commercial reasonableness of any such disposition of the Collateral. If Lender sells, leases, licenses or otherwise disposes of any of the Collateral on credit, Borrower will be credited only with payments actually made in cash by the recipient of such Collateral and received by Lender and applied to the Obligations. If any Person fails to pay for Collateral acquired pursuant this Section 6.3(f) on credit, Lender may re-offer the Collateral for sale, lease, license or other disposition.  (i) All rights of Borrower to exercise any of the voting and other consensual rights which it would otherwise be entitled to exercise in accordance with the terms hereof with respect to any Investment Property, and to enter receive any premises where dividends, payments, and other distributions which it would otherwise be authorized to receive and retain in accordance with the terms hereof with respect to any Collateral may Investment Property, shall immediately, at the election of Lender (without requiring any notice) cease, and all such rights shall thereupon become vested solely in Lender, and Lender (personally or through an agent) shall thereupon be located for the purpose of taking possession of or removing the same; solely authorized and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the rightempowered, without notice or advertisementnotice, to sell, lease, or otherwise dispose of all or any part of the Collateral whether (a) transfer and register in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lendersname, or in the name of its nominee, the whole or any part of the Investment Property, it being acknowledged by Borrower that any such other party transfer and registration may be effected by Lender through its irrevocable appointment as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the likeattorney-in-fact pursuant to Section 6.3(g)(ii), (b) exchange certificates and/or instruments representing or evidencing Investment Property for certificates and/or instruments of smaller or larger denominations, (c) exercise the voting and upon such all other terms rights as a holder with respect to all or any portion of the Investment Property (including all economic rights, all control rights, authority and conditions as the Agent in its sole discretion may deem advisablepowers, and the Agent shall have the right to purchase at any such sale on behalf all status rights of Borrower as a member or as a shareholder (as applicable) of the Lenders. If issuer of such Investment Property), (d) collect and receive all dividends and other payments and distributions made thereon, (e) notify the parties obligated on any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and Investment Property to make it available payment to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition Lender of any Collateral is required by lawamounts due or to become due thereunder, it is agreed that ten (10f) days notice shall constitute reasonable notification and full compliance with endorse instruments in the law. The net cash proceeds resulting from the Agent’s exercise name of Borrower to allow collection of any Investment Property, (g) enforce collection of any of the foregoing Investment Property by suit or otherwise, and surrender, release, or exchange all or any part thereof, or compromise or renew for any period (whether or not longer than the original period) any liabilities of any nature of any Person with respect thereto, (h) consummate any sales of Investment Property or exercise any other rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order as set forth in Section 10.4 hereof6.3(f), (i) otherwise act with respect to the Investment Property as though Lender were the outright owner thereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the (j) exercise of any right shall not preclude the exercise of any other right of the Agent rights or the Lenders remedies Lender may have under applicable law or the other Loan Documents, all the Code, other applicable law, or otherwise.  (ii) BORROWER HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS LENDER AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH OBLIGOR WITH RESPECT TO ALL OF BORROWER'S INVESTMENT PROPERTY WITH THE RIGHT, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, WITHOUT NOTICE, TO TAKE ANY OF THE FOLLOWING ACTIONS: (A) TRANSFER AND REGISTER IN LENDER'S NAME, OR IN THE NAME OF ITS NOMINEE, THE WHOLE OR ANY PART OF THE INVESTMENT PROPERTY, (B) VOTE THE INVESTMENT PROPERTY, WITH FULL POWER OF SUBSTITUTION TO DO SO, (C) RECEIVE AND COLLECT ANY DIVIDEND OR ANY OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE INVESTMENT PROPERTY OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO BORROWER FOR THE SAME, (D) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES, AND REMEDIES (INCLUDING ALL ECONOMIC RIGHTS, ALL CONTROL RIGHTS, AUTHORITY AND POWERS, AND ALL STATUS RIGHTS OF BORROWER AS A MEMBER OR AS A SHAREHOLDER (AS APPLICABLE) OF THE ISSUER OF SUCH INVESTMENT PROPERTY) TO WHICH A HOLDER OF THE INVESTMENT PROPERTY WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE INVESTMENT PROPERTY, GIVING OR WITHHOLDING WRITTEN CONSENTS OF MEMBERS OR SHAREHOLDERS, CALLING SPECIAL MEETINGS OF MEMBERS OR SHAREHOLDERS, AND VOTING AT SUCH MEETINGS), AND (E) TAKE ANY ACTION AND EXECUTE ANY INSTRUMENT WHICH LENDER MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT.  (iii) In order to further effect the foregoing transfer of which rights in favor of Lender, during the continuance of an Event of Default, Borrower hereby authorizes and instructs each issuer of Investment Property pledged by Borrower to comply with any instruction received by such issuer from Lender without any other or further instruction from Borrower, and Borrower acknowledges and agrees that each such issuer shall be cumulative.fully protected in so complying, and to pay any dividends, distributions, or other payments with respect to any of the Investment Property directly to Lender.  (iv) Upon exercise of the proxy set forth herein, all prior proxies given by Borrower with respect to any Investment Property, as applicable (other than to Lender), are hereby revoked, and no subsequent proxies (other than to Lender) will be given with respect to any Investment Property, unless Lender otherwise subsequently agrees in writing. Lender, as proxy, will be empowered and may exercise the irrevocable proxy to vote the other Investment Property at any and all times during the existence of an Event of Default, including at any meeting of shareholders or members, as the case may be, however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection therewith. To the fullest extent permitted by applicable law, Lender shall have no agency, fiduciary, or other implied duties to Borrower, any issuer of Investment Property, or any other Person when acting in its capacity as such proxy or attorney-in-fact. Borrower hereby waives and releases any claims that it may otherwise have against Lender with respect to any breach, or alleged breach, of any such agency, fiduciary, or other duty.  (v) Any transfer to Lender or its nominee, or registration in the name of Lender or its nominee, of the whole or any part of the Investment Property shall be made solely for purposes of effectuating voting or other consensual rights with respect to the Investment Property in accordance with the terms of this Agreement and is not intended to effectuate any transfer of ownership of any of the Investment Property. Notwithstanding the delivery by Lender of any instruction to any issuer of Investment Property or any exercise by Lender of an irrevocable proxy or otherwise, Lender shall not be deemed the owner of, or assume any obligations or any liabilities whatsoever of the owner or holder of, any Investment Property unless and until Lender expressly accepts such obligations in a duly authorized and executed writing and agrees in writing to become bound by the applicable organizational documents or otherwise becomes the owner thereof under applicable law (including through a sale as described in Section 6.3(f)). The execution and delivery of this Agreement shall not subject Lender to, or transfer or pass to Lender, or in any way affect or modify, the liability of Borrower under the organizational documents of any issuer or any related agreements, documents, or instruments or otherwise. In no event shall the execution and delivery of this Agreement by Lender, or the exercise by Lender of any rights hereunder or assigned hereby, constitute an assumption of any liability or obligation whatsoever of Borrower to, under, or in connection with any of the issuer or any related agreements, documents, or instruments or otherwise.  (h) Lender shall have the right in Lender's sole discretion to determine which rights, security, Liens or remedies Lender may at any time pursue, foreclose upon, relinquish, subordinate, modify or take any other action with respect to, without in any way impairing, modifying or affecting any of Lender's other rights, security, Liens or remedies with respect to such Property, or any of Lender's rights or remedies under this Agreement or any other Loan Document.  (i) Borrower agrees that Lender shall not have any obligation to preserve rights to any Collateral against prior parties or to marshal any Collateral of any kind for the benefit of any other creditor of Borrower or any other Person. Lender shall not be responsible to Borrower or any other Person for loss or damage resulting from Lender's failure to enforce its Liens or collect any Collateral or Proceeds or any monies due or to become due under the Obligations or any other liability or obligation of Borrower to Lender.  (j) Except as otherwise expressly provided for in this Agreement or by non-waivable applicable law, Borrower waives: (a) presentment, demand and protest and notice of presentment, dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper and guaranties at any time held by Lender on which Borrower may in any way be liable, and hereby ratifies and confirms whatever Lender may do in this regard, (b) to the extent permitted by applicable law, all rights to notice and a hearing prior to Lender's taking possession or control of, or to Lender's replevy, attachment or levy upon, the Collateral or any bond or security which might be required by any court prior to allowing Lender to exercise any of its remedies and (c) the benefit of all valuation, appraisal, marshalling and exemption laws. 

Remedies with Respect to Collateral. Immediately after During the occurrence of period an Event of Default, the Agent may, at its optionDefault shall have occurred and be continuing, and the Agent shall, upon the request affirmative vote and direction of the Required Lenders, to Majority Buyers: (A) the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Company shall assemble the Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles at such place or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, places as may be necessary reasonably designated by the Majority Buyers or their representative; (B) the Majority Buyers or their representative may make any reasonable compromise or settlement deemed desirable with respect to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name any of the Companies (Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of them), the Lenders or Collateral; (C) the Agent on behalf of the Lenders, and generally Majority Buyers shall have all other of the rights respecting and remedies with respect to the AccountsCollateral of a secured party under the Uniform Commercial Code (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including, without limitation, the right right, to the maximum extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the holders of the Notes were the sole and absolute owner thereof (iand the Company agrees to take all such action as may be appropriate to give effect to such right); (D) accelerate the Majority Buyers or extend the time of paymenttheir Representative in their discretion may, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (Majority Buyers or any in the name of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit Company or otherwise, demand, sue for, collect or receiv▇ ▇ny money or property at the Agent’s sole option and discretion, and the Agent, any time payable or receivable on behalf account of or in exchange for any of the LendersCollateral, but shall be under no obligation to do so; (E) the Majority Buyers, or their Representative, may bid take immediate possession and occupancy of any premises owned, used or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived leased by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or Company and exercise all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in lawof an assignee which may be available to the Majority Buyers; and (F) the Majority Buyers may, in equityupon ten (10) Business Days prior written notice to the Company of the time and place, by contract with respect to the Collateral or otherwise. The Agent any part thereof which shall have then be or shall thereafter come into the rightpossession, without notice custody or advertisementcontrol of the Majority Buyers or its Representative, to sell, lease, assign or otherwise dispose of all or any part of such Collateral, at such place or places as the Majority Buyers deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Majority Buyers or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral whether in its then condition so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or after further preparation right of whatsoever kind, including any right or processingequity of redemption (statutory or otherwise), in the name of the Companies (Company, any such demand, notice and right or equity being hereby expressly waived and released. The Majority Buyers may, without notice or publication, adjourn any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at 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 broker’s board, in lots time or in bulk, place to which the sale may be so adjourned. Any actions taken by the Majority Buyers pursuant to this Section 10 shall be taken for cash or for credit, with or without warranties or representations (including, without limitation, warranties the benefit of title, possession, quiet enjoyment and all holders of the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisableNotes, and the Agent shall have the right to purchase at any such proceeds of each collection, sale on behalf or other disposition of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) under this Section 10 shall be applied by in the Agent following order: (i) the cost of collection and foreclosure upon the Collateral, (ii) to the payment of all accrued and unpaid interest, (iii) to the Obligations in the order set forth in Section 10.4 hereofpayment of all unpaid principal, and the Companies shall remain liable (iv) to any other amounts owing to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration holders of the foregoing rights is not intended to be exhaustive and Notes under the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Transaction Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after (a) Upon the occurrence and during the continuance of an Event of Default, Lender or any representative of Lender shall have the Agent may, at its option, rights and remedies of a secured party under the Agent shall, upon UCC in effect on the request date thereof (regardless of whether the Required Lenders, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, has been enacted in the name of jurisdiction where the Companies (rights or any of themremedies are asserted), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, the right to require Purchaser to assemble the Collateral, at Purchaser’ expense, and make it available to Lender at a place designated by Lender which is reasonably convenient to both parties, and, subject to the rights of third parties, peaceably to enter any premises where any of the Collateral shall be located and to keep and store the Collateral on said premises until sold (i) accelerate and if said premises be the property of any Purchaser, such Purchaser agrees not to charge Lender for storage thereof), to take possession of any of the Collateral or extend the proceeds thereof, to sell or otherwise dispose of the same, and Lender shall have the right to conduct such sales on the premises of Purchaser, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. Lender may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Purchased Receivables and their Related Rights and Goods or any part thereof, and the right to apply the proceeds therefrom as set forth in Section 6.02(b), below. Lender shall give Purchaser written notice of the time and place of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name public sale of the Companies Collateral or the time after which any other intended disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is given to Purchaser at least ten days before such disposition. Expenses of retaking, verifying, restoring, holding, insuring, collecting, preserving, liquidating, protecting, preparing for sale or selling, or otherwise disposing of or the like with respect to the Collateral shall include, in any event, reasonable attorneys’ fees and other legally recoverable collection expenses, all of which shall constitute a part of the Obligations. (b) Proceeds of any of the Collateral and payments by Purchaser during the existence of an Event of Default received by Lender or any Lender shall be applied by Lender in accordance with the provisions of them) or Section 2.08(e). In the Agent; event that the proceeds of the Collateral are not sufficient to pay the Obligations in full, Purchaser shall remain liable for any deficiency. (c) sellTo the extent permitted therein, assign Purchaser hereby waives all rights which Purchaser has or may have under and deliver the by virtue of any applicable law relating to Purchaser’s right to redeem any Collateral and or Purchaser’s right to require notice or a judicial hearing before seizure of any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived Collateral by the Companies; Lender. (d) foreclose Unless and except to the Agentextent expressly provided for to the contrary herein, the rights of Lender specified herein shall be in addition to, and not in limitation of, Lender’s security interests or Lender’s rights under the UCC, or any other statute or rule of law or equity, or under any other provision of any of the Program Documents, or under the provisions of any other document, instrument or other writing executed by Purchaser or any third party in favor of Lender, all of which may be exercised successively or concurrently. (e) Lender is hereby granted a license or other right to use, without charge, Purchaser’s labels, patents, copyrights, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral, and Purchaser’ rights under all licenses and all franchise agreements shall inure to Lender’s benefit. (f) Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto, except for reasonable care in the custody thereof while any Collateral by any available judicial procedureis in Lender’s actual possession, or take possession for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, or other Person whomsoever, but the same shall be at Purchaser’ sole risk. (g) Lender shall not be under any obligation to marshal any assets in favor of Purchaser or any other Person or against or in payment of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativeObligations.

Remedies with Respect to Collateral. Immediately after the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required Lenders, to the extent permitted by applicable lawLaw: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ Borrower’s expense, such of the Companies’ Borrower’s personnel, supplies or space at any CompanyBorrower’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them)Borrower, the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitation, including the right to (i) accelerate or extend the time of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (Borrower or any of them) or the Agent; (c) sell, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the Agent, on behalf of the Lenders, may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the CompaniesBorrower; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Collateral without judicial process, and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any other rights and remedies provided in at law, in equity, by contract or otherwise. The While an Event of Default exists, Agent shall have the right, without notice or advertisement, to sell, lease, or otherwise dispose of all or any part of the Collateral whether in its then condition or after further preparation or processing, in the name of the Companies (Borrower or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If In exercising its remedies hereunder in accordance with the terms hereof, if any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agreeBorrower agrees, at the request of the AgentAgent while an Event of Default exists, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies Borrower or elsewhere and to make available to the Agent the premises and facilities of the Companies Borrower for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 12.4 hereof, and the Companies Borrower shall remain liable to the Agent and the Lenders for any deficienciesdeficiencies to the extent permitted by applicable law, and the Agent Agent, in turn turn, agrees to remit to the Companies Borrower or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law Law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately (a) If an Event of Default shall occur and be continuing, the Lender may exercise, in addition to all other rights and remedies granted in this Agreement, at law or in equity, and in any other instrument or agreement securing, evidencing or relating to the Loan, all rights and remedies of a secured creditor under the Code, and, subject to any restrictions set forth below, may foreclose or otherwise realize upon the Collateral in such portions or in full as the Lender sees fit in its sole discretion. If an Event of Default shall occur and be continuing, without limiting the generality of the foregoing, the Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Person (which demands, presentments, protests, advertisements and notices, or other defenses, are hereby waived by the Borrower), may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. To the extent permitted by Applicable Law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights and remedies hereunder. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. The Borrower shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Secured Obligations and the reasonable fees and disbursements of any attorneys employed by the Lender to collect such deficiency. Any proceeds of any sale or other disposition of the Collateral that remain after the full and final payment of all the Secured Obligations shall be returned to the Borrower. (b) The Lender shall have such rights and remedies as are set forth in this Agreement, all the rights, powers and privileges of a secured party under the Code as in effect in the applicable jurisdictions, and all other rights and remedies available to the Lender, at law or in equity. Upon the occurrence and during the continuance of an Event of Default, the Agent may, at its option, and the Agent shall, upon the request of the Required LendersLender shall have, to the extent permitted by applicable law: (a) remove from any premises where same may be located any and all books and records, computers, electronic media and software programs associated with any Collateral (including electronic records, contracts and signatures pertaining thereto), documents, instruments and files, and any receptacles or cabinets containing same, relating to the Accounts, and the Agent may use, at the Companies’ expense, such of the Companies’ personnel, supplies or space at any Company’s place of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of the Companies (or any of them), the Lenders or the Agent on behalf of the Lenders, and generally shall have all other rights respecting the Accounts, including, without limitationunder Applicable Law, the right to (i) accelerate or extend the time appointment of payment, (ii) settle, compromise, release in whole or in part any amounts owing on any Accounts a receiver for the properties and (iii) issue credits in the name assets of the Companies (or Borrower, and the Borrower hereby consents to such rights and such appointment and hereby waives any of them) objection the Borrower may have thereto or the Agent; right to have a bond or other security posted by the Lender in connection therewith. (c) sellUpon the occurrence and during the continuance of an Event of Default, assign and deliver the Collateral and any returned, reclaimed or repossessed merchandise, with or without advertisement, at public or private sale, for cash, on credit or otherwise, at the Agent’s sole option and discretion, and the AgentLender may, on behalf of the LendersBorrower, may bid modify, terminate, waive or become a purchaser at release, enforce and ▇▇▇ on the Purchase Agreement and, without releasing the Borrower from its obligations under the Purchase Agreement, perform any such sale, free from any right of redemption, which right is hereby expressly waived by the Companies; (d) foreclose the Agent’s security interests in the Collateral by any available judicial procedure, or take possession of any or and all obligations of the Collateral without judicial process, Borrower under the Purchase Agreement and to enter any premises where any Collateral may be located for the purpose of taking possession of or removing the same; and (e) exercise any and all other rights and remedies provided in law, in equity, by contract or otherwise. The Agent shall have of the right, without notice or advertisementBorrower therein contained as fully as the Borrower itself could, to sellthe extent such actions are necessary or appropriate in order to accomplish or further effect the purposes of this Agreement. Notwithstanding the foregoing, lease, or otherwise dispose of all or the Lender shall not be obligated to perform any part obligation of the Collateral whether in its then condition or after further preparation or processing, in Borrower under the name of the Companies (or any of them) or the Agent, on behalf of the Lenders, or in the name of such other party as the Agent may designate, either at public or private sale or at any broker’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as the Agent in its sole discretion may deem advisable, and the Agent shall have the right to purchase at any such sale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, the Agent shall have the right, at its option, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as the Agent shall deem appropriate. The Companies agree, at the request of the Agent, to assemble the Inventory and Equipment, and to make it available to the Agent at premises of the Companies or elsewhere and to make available to the Agent the premises and facilities of the Companies for the purpose of the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If notice of intended disposition of any Collateral is required by law, it is agreed that ten (10) days notice shall constitute reasonable notification and full compliance with the law. The net cash proceeds resulting from the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by the Agent to the payment of the Obligations in the order set forth in Section 10.4 hereof, and the Companies shall remain liable to the Agent and the Lenders for any deficiencies, and the Agent in turn agrees to remit to the Companies or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of the Agent or the Lenders under applicable law or the other Loan Documents, all of which shall be cumulativePurchase Agreement.