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, CIT may, at its option, 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 CIT 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) or CIT, 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 CIT; (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 CIT's sole option and discretion, and 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 Companies; (d) foreclose 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. 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 (or any of them) or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, 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 CIT shall deem appropriate. The Companies agree, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies or elsewhere and to make available to CIT the premises and facilities of the Companies for the purpose of 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 CIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies shall remain liable to CIT for any deficiencies, and CIT 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 CIT 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, CIT may, at its option, 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 CIT 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) or CIT, 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 CIT; (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 CIT's sole option and discretion, and 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 Companies; (d) foreclose 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. 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 (or any of them) or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT 48 <PAGE> 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 CIT shall deem appropriate. The Companies agree, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies or elsewhere and to make available to CIT the premises and facilities of the Companies for the purpose of 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 CIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies shall remain liable to CIT for any deficiencies, and CIT 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 CIT 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, CIT may, at its option, 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 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 (or any of them) Company or CIT, 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) Company or CIT; (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 CIT's sole option and discretion, and 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 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. 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 (or any of them) Company or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, 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 CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of CIT, to assemble the Inventory and EquipmentInventory, and to make it available to CIT at premises of the Companies Company or elsewhere and to make available to CIT the premises and facilities of the Companies Company for the purpose of 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 CIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies Company shall remain liable to CIT for any deficiencies, and 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 CIT 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, CIT 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 CIT 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 CITthe 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 CITthe 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 CITthe Agent's sole option and discretion, and CIT 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 CITthe 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. CIT 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 CITthe Agent, on behalf of the Lenders, or in the name of such other party as CIT 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 CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such salesale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT 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 CIT the Agent shall deem appropriate. The Companies agree, at the request of CITthe Agent, to assemble the Inventory and Equipment, and to make it available to CIT the Agent at premises of the Companies or elsewhere and to make available to CIT the Agent the premises and facilities of the Companies for the purpose of CITthe 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 CITthe Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT the Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 10.4 hereof, and the Companies shall remain liable to CIT the Agent and the Lenders for any deficiencies, and CIT 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 CIT 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, subject to the Intercreditor Agreement, CIT may, at its option, 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 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 (or any of them) Company or CIT, 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) Company or CIT; (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 CIT's ’s sole option and discretion, and 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 CIT's ’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. 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 (or any of them) Company or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If Upon the occurrence and during the continuance of an Event of Default and, subject to the Intercreditor Agreement, if any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, 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 CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies Company or elsewhere and to make available to CIT the premises and facilities of the Companies Company for the purpose of CIT's ’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 CIT's ’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies Company shall remain liable to CIT for any deficiencies, and 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 CIT 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, CIT 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 AccountsAccounts (other than Accounts that constitute Excluded Collateral), and CIT the Agent may use, at the Companies' each Company's expense, such of the Companies' Company's personnel, supplies or space at any such Company's place places of business or otherwise, as may be necessary to properly administer and control the Accounts (other than Accounts that constitute Excluded Collateral) or the handling of collections and realizations thereon; (b) bring suit, in the name of such Company, the Companies (Lenders or any the Agent on behalf of them) or CITthe Lenders, and generally shall have all other rights respecting the AccountsAccounts (other than Accounts that constitute Excluded Collateral), 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 such Company or the Companies (or any of them) or CITAgent; (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 CITthe Agent's sole option and discretion, and CIT 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 Company; (d) foreclose CITthe 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. CIT 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 (applicable Company or any the Agent, on behalf of them) or CITthe Lenders, or in the name of such other party as CIT 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 CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such salesale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT 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 CIT the Agent shall deem appropriate. The Companies agreeEach Company agrees, at the request of CITthe Agent, to assemble the Inventory and Equipment, and to make it available to CIT the Agent at premises of the Companies such Company or elsewhere and to make available to CIT the Agent the premises and facilities of the Companies such Company for the purpose of CITthe 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 CITthe Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT the Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 10.4 hereof, and the Companies shall remain jointly and severally liable to CIT the Agent and the Lenders for any deficiencies, and CIT the Agent in turn agrees to remit to the Companies applicable 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 CIT 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 and during the continuance of an Event of Default, CIT Agent may, at its option, and Agent shall, upon the request of 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 CIT Agent may use, at the CompaniesBorrowers' expense, such of the CompaniesBorrowers' 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 Credit Parties (or any of them) ), Lenders or CITAgent on behalf of 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 Credit Parties (or any of them) or CITAgent; (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 CITAgent's sole option and discretion, and CIT Agent, on behalf of Lenders, may bid or become a purchaser at any such salesale (to the extent permitted by applicable Laws), free from any right of redemption, which right is hereby expressly waived by the CompaniesCredit Parties; (d) foreclose CITAgent'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. CIT Agent shall have the right, without notice or advertisementadvertisement but subject to applicable Law, 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 Credit Parties (or any of them) or CITAgent, on behalf of Lenders, or in the name of such other party as CIT 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 CIT Agent in its sole discretion may deem advisable, and CIT Agent shall have the right to purchase at any such salesale on behalf of Lenders (to the extent permitted by applicable Laws). If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT Agent shall have the right, at its optionoption and subject to applicable Law, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT Agent shall deem appropriate. The Companies Credit Parties agree, at the request of CITAgent and subject to applicable Law, to assemble the Inventory and Equipment, and to make it available to CIT Agent at premises of the Companies Credit Parties or elsewhere and to make available to CIT Agent the premises and facilities of the Companies Credit Parties for the purpose of CITAgent'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 lawLaw, it is agreed that ten (10) days days' notice shall constitute reasonable notification and full compliance with the lawnotification. The net cash proceeds resulting from CITAgent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 11.4 hereof, and the Companies Credit Parties shall remain liable to CIT Agent and Lenders for any deficiencies, and CIT Agent, in turn turn, agrees to remit to the Companies Credit Parties or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of CIT Agent or Lenders under applicable law 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, CIT 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 CIT the Agent may use, at the Companies' Borrowers’ expense, such of the Companies' Borrowers’ personnel, supplies or space at any Company's the Borrowers’ 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 (Borrowers, the Lenders or any the Agent on behalf of them) or CITthe 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 (Borrowers or any of them) or CITthe 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 CIT's the Agent’s sole option and discretion, and CIT 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 CompaniesBorrowers; (d) foreclose CIT's 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. CIT 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 (Borrowers or any the Agent, on behalf of them) or CITthe Lenders, or in the name of such other party as CIT the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such salesale on behalf of the Lenders. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT 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 CIT the Agent shall deem appropriate. The Companies Borrowers agree, at the request of CITthe Agent, to assemble the Inventory and EquipmentInventory, and to make it available to CIT the Agent at premises of the Companies Borrowers or elsewhere and to make available to CIT the Agent the premises and facilities of the Companies Borrowers for the purpose of CIT's 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 CIT's the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT the Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 10.4 hereof, and the Companies Borrowers shall remain liable to CIT the Agent and the Lenders for any deficiencies, and CIT the Agent in turn agrees to remit to the Companies Borrowers 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 CIT 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 and during the continuance of an Event of Default, CIT Agent may, at its option, and 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 CIT Agent may use, at the Companies' Borrower’s expense, such of the Companies' Borrower’s personnel, supplies or space at any Company's Borrower’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 Borrower, the Companies (Lenders or any Agent on behalf of them) or CITthe 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 CITAgent; (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 CIT's Agent’s sole option and discretion, and CIT 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 CIT's 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. CIT 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 Borrower or Agent, on behalf of the Companies (or any of them) or CITLenders, or in the name of such other party as CIT Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, including warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT Agent in its sole discretion may deem advisable, and CIT Agent shall have the right to purchase at any such salesale 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, CIT 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 CIT Agent shall deem appropriate. The Companies agreeBorrower agrees, at the request of CITAgent while an Event of Default exists, to assemble the Inventory and Equipment, and to make it available to CIT Agent at premises of the Companies Borrower or elsewhere and to make available to CIT Agent the premises and facilities of the Companies Borrower for the purpose of CIT's 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 CIT's Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 12.4 hereof, and the Companies Borrower shall remain liable to CIT Agent and the Lenders for any deficienciesdeficiencies to the extent permitted by applicable law, and CIT 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 CIT 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 after the occurrence of an Event of Default, CIT 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 CIT the Agent 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, the Lenders or any the Agent on behalf of them) or CITthe 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 (Company or any of them) or CITthe 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 CITthe Agent's sole option and discretion, and CIT 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 CompaniesCompany; (d) foreclose CITthe 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. CIT 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 processingCollateral, in the name of the Companies (Company or any the Agent, on behalf of them) or CITthe Lenders, or in the name of such other party as CIT 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)representations, and upon such other terms and conditions as CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT shall have the right, at its option, to do such sale on behalf of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT shall deem appropriate. The Companies agree, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies or elsewhere and to make available to CIT the premises and facilities of the Companies for the purpose of CIT's taking possession of, removing or putting the Inventory and Equipment in saleable formLenders. 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 Proceeds resulting from CITthe Agent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT the Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 8.4 hereof, and the Companies Company shall remain liable to CIT the Agent and the Lenders for any deficiencies, and CIT the Agent 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 CIT 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, CIT 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 files containing same, relating to the Accounts, and CIT or the Agent may use, at the Companies' Borrowers’ expense, such of the Companies' Credit Parties’ personnel, supplies or space at any Company's place the Borrowers’ 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 any Credit Party or the Companies (or any Agent, on behalf of them) or CITthe Lenders, and generally shall have all other rights respecting the said 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 Credit Parties’ or the Companies (or any Agent, on behalf of them) or CITthe Lenders; (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 CIT's the Agent’s sole option and discretion, and CIT the Agent may bid or become a purchaser at any such sale, free from any right of redemption, which right is hereby expressly waived by the CompaniesBorrowers; (d) foreclose CIT's its security interests in the Collateral by any available judicial procedure, or take possession of any or all of the Inventory and/or Other Collateral without judicial process, and to enter any premises where any Inventory and/or Other Collateral may be located for the purpose of taking possession of or removing the same; , and (e) exercise any other rights and remedies provided in law, in equity, by contract or otherwise. CIT 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 any Credit Party or the Companies (or any Agent, on behalf of them) or CITthe Lenders, or in the name of such other party as CIT the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like)representations, and upon such other terms and conditions as CIT the Agent in its sole discretion may deem advisable, and CIT the Agent, on behalf of the Lenders, shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT 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 CIT the Agent shall deem appropriate. The Companies Borrowers agree, at the request of CITthe Agent, to assemble the Inventory and Equipment, and to make it available to CIT the Agent at premises of the Companies Revolving/LC Borrower or elsewhere and to make available to CIT the Agent at the premises and facilities of the Companies Credit Parties for the purpose of CIT's the Agent’s taking possession of, removing or putting the Inventory and Equipment in saleable form. If However, 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 CIT's the Agent’s exercise of any of the foregoing rights rights, (after deducting all Out-of-Pocket Expenses relating theretocharges, costs and expenses, including reasonable attorneys’ fees) shall be applied by CIT the Agent to the payment of the Obligations, whether due or to become due, in such order as CIT the Agent and the Lenders may elect, and the Companies Borrowers shall remain liable to CIT the Agent and the Lenders for any deficiencies, and CIT the Agent, on behalf of the Lenders, in turn agrees to remit to the Companies Borrowers 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 CIT under applicable law or the other Loan Documentsrights, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after Upon the occurrence and during the continuance of an Event of Default, CIT the Lender may, at its option, 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 CIT the Lender may use, at the Companies' Company’s expense, such of the Companies' any Credit Party’s personnel, supplies or space at any Company's place such Credit Party’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 any Credit Party or the Companies (or any of them) or CIT, 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 any Credit Party or the Companies (or any of them) or CITLender; (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 CIT's the Lender’s sole option and discretion, and CIT the 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 CIT's the Lender’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. CIT 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 any Credit Party or the Companies (or any of them) or CIT, Lender or in the name of such other party as CIT the Lender 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 CIT the Lender in its sole discretion may deem advisable, and CIT the Lender shall have the right to purchase at any such sale. 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, CIT the 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 CIT the 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 CITthe Lender, to assemble the Inventory and Equipment, and to make it available to CIT the Lender at premises of the Companies such Credit Party or elsewhere and to make available to CIT the Lender the premises and facilities of the Companies such Credit Party for the purpose of CIT's the Lender’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 CIT's the Lender’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT the Lender to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 10.4 hereof, and the Companies Credit Parties shall remain jointly and severally liable to CIT the Lender for any deficiencies, and CIT the 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 CIT the Lender under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after the occurrence and during the continuance of an Event of Default, CIT Agent may, at its option, and Agent shall, upon the request of 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 CIT Agent may use, at the CompaniesBorrowers' expense, such of the CompaniesBorrowers' 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 Credit Parties (or any of them) ), Lenders or CITAgent on behalf of 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 Credit Parties (or any of them) or CITAgent; (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 CITAgent's sole option and discretion, and CIT Agent, on behalf of Lenders, may bid or become a purchaser at any such salesale (to the extent permitted by applicable Laws), free from any right of redemption, which right is hereby expressly waived by the CompaniesCredit Parties; (d) foreclose CITAgent'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. CIT Agent shall have the right, without notice or advertisementadvertisement but subject to applicable Law, 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 Credit Parties (or any of them) or CITAgent, on behalf of Lenders, or in the name of such other party as CIT 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 CIT Agent in its sole discretion may deem advisable, and CIT Agent shall have the right to purchase at any such salesale on behalf of Lenders (to the extent permitted by applicable Laws). If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT Agent shall have the right, at its optionoption and subject to applicable Law, to do such of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT Agent shall deem appropriate. The Companies Credit Parties agree, at the request of CITAgent and subject to applicable Law, to assemble the Inventory and Equipment, and to make it available to CIT Agent at premises of the Companies Credit Parties or elsewhere and to make available to CIT Agent the premises and facilities of the Companies Credit Parties for the purpose of CITAgent'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 lawLaw, it is agreed that ten (10) days days' notice shall constitute reasonable notification and full compliance with the lawnotification. The net cash proceeds resulting from CITAgent's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 11.4 hereof, and the Companies Credit Parties shall remain liable to CIT Agent and Lenders for any deficiencies, and CIT Agent, in turn turn, agrees to remit to the Companies Credit Parties or their successors or assigns, any surplus resulting therefrom. The enumeration of the foregoing rights is not intended to be exhaustive and the exercise of any right shall not preclude the exercise of any other right of CIT Agent or Lenders under applicable law Law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after Upon the occurrence and during the continuance of an Event of Default, CIT 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 CIT the Agent may use, at the Companies' Company’s expense, such of the Companies' any Credit Party’s personnel, supplies or space at any Company's place such Credit Party’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 any Credit Party, the Companies (Lenders or any the Agent on behalf of them) or CITthe 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 any Credit Party or the Companies (or any of them) or CITAgent; (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 CIT's the Agent’s sole option and discretion, and CIT 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 CIT's 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. CIT 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 any Credit Party or the Companies (or any Agent, on behalf of them) or CITthe Lenders, or in the name of such other party as CIT the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such salesale 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, CIT 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 CIT 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 CITthe Agent, to assemble the Inventory and Equipment, and to make it available to CIT the Agent at premises of the Companies such Credit Party or elsewhere and to make available to CIT the Agent the premises and facilities of the Companies such Credit Party for the purpose of CIT's 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 CIT's the Agent’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT the Agent to the payment of the Obligations, whether due or to become due, Obligations in such the order as CIT may electset forth in Section 10.4 hereof, and the Companies Credit Parties shall remain jointly and severally liable to CIT the Agent and the Lenders for any deficiencies, and CIT 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 CIT 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, CIT may, at its option, 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 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 (or any of them) Company or CIT, 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) Company or CIT; (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 CIT's sole option and discretion, and 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 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. 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 (or any of them) Company or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, 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 CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies Company or elsewhere and to make available to CIT the premises and facilities of the Companies Company for the purpose of 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 CIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies Company shall remain liable to CIT for any deficiencies, and 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 CIT under applicable law or the other Loan Documents, all of which shall be cumulative.

Remedies with Respect to Collateral. Immediately after the occurrence and during the continuation of an Event of Default, CIT may, at its option, to the extent permitted by applicable law: applicable (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 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 (or any of them) Company or CIT, 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 pan any amounts owing on any Accounts and (iii) issue credits in the name of the Companies (or any of them) Company or CIT; (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 CIT's ClT’s sole option and discretion, and 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 CIT's ClT’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. To the extent not prohibited by applicable law, 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 (or any of them) Company or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, 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 CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of CIT, to assemble the Inventory and EquipmentInventory, and to make it available to CIT at premises of the Companies Company or elsewhere and to make available to CIT the premises and facilities of the Companies Company for the purpose of CIT'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 CIT's ClT’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies Company shall remain liable to CIT for any deficiencies, and 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 CIT 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 DefaultDefault and so long as such Event of Default is continuing, CIT may, at its option, 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 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 (or any of them) Company or CIT, 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) Company or CIT; (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 CIT's ’s sole option and discretion, and 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 CIT's ’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. CIT shall have the right, without notice or advertisementadvertisement (except as may be required by law), 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) Company or CIT, or in the name of such other party as 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 CIT in its sole discretion may deem advisableare commercially reasonable, and CIT shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, 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 CIT shall deem appropriate. The Companies agreeCompany agrees, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies Company or elsewhere and to make available to CIT the premises and facilities of the Companies Company for the purpose of CIT's ’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 CIT's ’s exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies Company shall remain liable to CIT for any deficiencies, and 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 CIT 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, CIT 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 CIT the Agent may use, at the Companies' ’ expense, such of the Companies' ’ personnel, supplies or space at any Company's place the Companies’ places of business or otherwise, as may be necessary to properly administer and control the Accounts or the handling of collections and realizations thereon; (b) bring suit, in the name of any Company, the Companies (Lenders or any the Agent on behalf of them) or CITthe 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 any Company or the Companies (or any of them) or CITAgent; (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 CIT's the Agent’s sole option and discretion, and CIT 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 Company; (d) foreclose CIT's 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. CIT 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 any Company or the Companies (or any Agent, on behalf of them) or CITthe Lenders, or in the name of such other party as CIT the Agent may designate, either at public or private sale or at any broker's ’s board, in lots or in bulk, for cash or for credit, with or without warranties or representations (including, without limitation, warranties of title, possession, quiet enjoyment and the like), and upon such other terms and conditions as CIT the Agent in its sole discretion may deem advisable, and CIT the Agent shall have the right to purchase at any such sale. If any Inventory and Equipment shall require rebuilding, repairing, maintenance or preparation, CIT shall have the right, at its option, to do such sale on behalf of the aforesaid as is necessary, for the purpose of putting the Inventory and Equipment in such saleable form as CIT shall deem appropriate. The Companies agree, at the request of CIT, to assemble the Inventory and Equipment, and to make it available to CIT at premises of the Companies or elsewhere and to make available to CIT the premises and facilities of the Companies for the purpose of 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 CIT's exercise of any of the foregoing rights (after deducting all Out-of-Pocket Expenses relating thereto) shall be applied by CIT to the payment of the Obligations, whether due or to become due, in such order as CIT may elect, and the Companies shall remain liable to CIT for any deficiencies, and CIT 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 CIT under applicable law or the other Loan Documents, all of which shall be cumulative.the