Common use of RIGHTS AND REMEDIES ON EVENT OF DEFAULT Clause in Contracts

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) During the continuance of an Event of Default, Secured Party shall have the right, itself or through any of its agents, with or without notice to Borrower (as provided below), as to any or all of the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to exercise any and all rights afforded to a secured party under the UCC or other applicable law. Without limiting the generality of the foregoing, Secured Party shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, with or without warranties or representations, and upon such terms and conditions, all as the Secured Party may deem advisable, and the Secured Party shall have the right to purchase at any such sale to the extent permitted by applicable law. Borrower agrees that a notice sent during the continuance of an Event of Default and at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale, or other Collateral disposition shall be applied, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to Secured Party's reasonable attorneys' fees and legal expenses in connection therewith, and then to the Obligations and to the payment of any other amounts required by applicable law, after which Secured Party shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral made in compliance with the requirements of the UCC and other applicable law, the proceeds thereof are insufficient to pay all amounts to which Secured Party is legally entitled, Borrower shall be liable for the deficiency. (b) Borrower appoints Secured Party, and any officer, employee or agent of Secured Party, with full power of substitution, as Borrower's true and lawful attorney- in-fact, effective as of the date hereof, with power in its own name or in the name of Borrower, during the continuance of an Event of Default, (i) to endorse any notes, checks, drafts, money orders, or other instruments of payment in respect of the Collateral that may come into Secured Party's possession; (ii) to sign and endorse any drafts against Borrower, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (iii) to pay or discharge taxes or Liens at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect and issue receipt for, monies due in respect of the Collateral; (v) to notify persons and entities obligated with respect to the Collateral to make payments directly to Secured Party; and (vi) generally, to do, at Secured Party's option and at Borrower's expense, at any time, or from time to time, all acts and things which Secured Party deems necessary to protect, preserve and realize upon the Collateral and Secured Party's security interest therein to effect the intent of this Agreement, all as fully and effectually as Borrower might or could do. This power of attorney shall be irrevocable as long as any of the Obligations are outstanding. (c) All of Secured Party's rights and remedies with respect to the Collateral, whether established hereby or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

RIGHTS AND REMEDIES ON EVENT OF DEFAULT. (a) During A. Upon the continuance occurrence and during the continuation of an Event of Default, the Secured Party shall have the right, itself or through any of its agents, with or without notice right to Borrower (as provided below), as declare all Secured Obligations to any or all of be immediately due and payable and the Collateral, by any available judicial procedure, or without judicial process (provided, however, that it is in compliance with the UCC), to Secured Party may exercise any and all rights afforded to and remedies hereunder or under applicable law (including the UCC); provided, however, if any Event of Default occurs as a secured party under consequence of the UCC commencement of a bankruptcy or other applicable lawinsolvency proceeding by or against Debtor, all of the Secured Obligations shall be automatically and immediately due and payable without further action or demand. Without limiting the generality of the foregoing, the Secured Party shall have the right to sell or otherwise dispose of all or any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as the Secured Party Party, in its sole discretion, may deem advisable, and the Secured Party shall have the right to purchase at any such sale to the extent permitted by applicable lawsale. Borrower ▇▇▇▇▇▇ agrees that a notice sent during the continuance of an Event of Default and at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition. The proceeds of any such sale, or other Collateral disposition shall be applied: first, first to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the Secured Party's ’s reasonable attorneys' ’ fees and legal expenses in connection therewithexpenses; second, and then to the Obligations Secured Party in satisfaction of the then unpaid Secured Obligations; and third, to the payment of any other amounts Debtor or as otherwise required by applicable law, after which Secured Party shall account to Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral made in compliance with the requirements of the UCC and other applicable lawCollateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is are legally entitled, Borrower Debtor shall be liable for the deficiency. (b) Borrower appoints Secured Party, together with interest thereon at the rates set forth in the Loan Agreement, and the reasonable fees of any officerattorneys the Secured Party employs to collect such deficiency; provided, employee however, that the foregoing shall not be deemed to require the Secured Party to resort to or agent initiate proceedings against the Collateral prior to the collection of any such deficiency from Debtor. To the extent permitted by applicable law, Debtor waives all claims, damages and demands against the Secured Party, with full power of substitution, as Borrower's true and lawful attorney- in-fact, effective as Party arising out of the date hereof, with power in its own name retention or in the name of Borrower, during the continuance of an Event of Default, (i) to endorse any notes, checks, drafts, money orders, sale or other instruments of payment in respect lease of the Collateral that may come into or other exercise of the Secured Party's possession; (ii) to sign ’s rights and endorse any drafts against Borrower, assignments, verifications and notices in connection with accounts, and other documents relating to Collateral; (iii) to pay or discharge taxes or Liens at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect and issue receipt for, monies due in respect of the Collateral; (v) to notify persons and entities obligated remedies with respect to thereto. “UCC” means the Collateral to make payments directly to Secured Party; and (vi) generallyUniform Commercial Code, to doas the same may, at Secured Party's option and at Borrower's expense, at any time, or from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the “UCC” is used to define any term herein and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all acts and things which Secured Party deems necessary to protectof the attachment, preserve and realize upon perfection, or priority of, or remedies with respect to, the Collateral and Secured Party's security interest therein ’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes on the provisions thereof relating to effect the intent such attachment, perfection, priority, or remedies and for purposes of this Agreement, all as fully and effectually as Borrower might or could dodefinitions relating to such provisions. This power of attorney shall be irrevocable as long as any of the Obligations are outstanding. (c) All of Secured Party's The rights and remedies with respect to Debtor and the Collateral, whether established hereby or by any other agreements, instruments or documents or by law law, shall be cumulative and may be exercised singly or concurrently, and are not exclusive of any other rights or remedies provided under any other agreement, instrument or document to which Debtor is a party or by which it or any of the Collateral is bound or by law or equity.