Common use of Additional Rights of Secured Party Clause in Contracts

Additional Rights of Secured Party. The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time (whether or not the UCC applies to the affected Collateral or in the jurisdiction where the rights and remedies are asserted) and the Secured Party also may: (a) exercise any and all rights and remedies of the Purchaser under or in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand or otherwise require payment of any amount under, or performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral, or documents embodying such Collateral, as directed by the Secured Party and make it available to the Secured Party at a place and time to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser or any other Person in respect of such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private sale, at any exchange or broker's board or at the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable law and cannot be waived), and the Secured Party or other Person may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser or any other Person, any such demand, notice, claim, right or equity being hereby expressly waived and released; and, in addition thereto, the Purchaser agrees that (i) in the event that notice is required by applicable law, written notice given by mail to the Purchaser, at the address set forth herein, ten days prior to the date of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient; (ii) in the event of sale or other disposition of any Collateral, the Secured Party may apply the proceeds of any such sale or disposition to the satisfaction of its reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with their taking, retaking, storing, insuring, holding, preparing for sale or other disposition, and selling or otherwise disposing of such Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar property, but in any event the Secured Party may sell at its option at such prices and on such terms as it may choose, without assuming any credit risk and (to the extent permitted by applicable law) without any obligation to advertise; and (iv) the Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Additional Rights of Secured Party. The Upon the occurrence of an Event of Default, Secured Party may exercise in respect of the Collateralmay, in addition to other rights and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time time, in its discretion, and without Borrower's consent, advertisements or notices of any kind (whether or not except for the UCC applies to the affected Collateral or notice specified in the jurisdiction where the rights and remedies are asserted) and the Secured Party also may: (a) exercise any and all rights and remedies of the Purchaser under or Section 8.5 below regarding notice required in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand a public or otherwise require payment of any amount underprivate sale), or demand of performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateralother demand, or documents embodying such Collateral, as directed by the Secured Party and make it available obligation or liability (except to the Secured Party at a place and time account for amounts actually received) to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter or upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser Borrower or any other Person in respect of (all such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private saleadvertisements, at any exchange or broker's board or at the Secured Party's offices or elsewherenotices and demands, for cashobligation and liabilities, on credit or for future deliveryif any, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable law and cannot be waived), and the Secured Party or other Person may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser or any other Person, any such demand, notice, claim, right or equity hereby being hereby expressly waived and released; anddischarged to the extent permitted by law), in addition theretoforthwith, the Purchaser agrees that directly or through its agents or representatives, (i) in the event that notice is required by applicable law, written notice given by mail to the Purchaser, at the address set forth herein, ten days prior to the date of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient; (ii) in the event of sale or other disposition of any Collateral, the Secured Party may apply the proceeds of any such sale or disposition to the satisfaction of its reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with their taking, retaking, storing, insuring, holding, preparing for sale or other disposition, and selling or otherwise disposing of such Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar property, but in any event the Secured Party may sell at its option at such prices and on such terms as it may choose, without assuming any credit risk and (to the extent permitted by applicable lawlaw enter any premises, with or without the assistance of other persons or legal process; (ii) without require Borrower to account for (including accounting for any obligation products and proceeds of any Collateral), segregate, assemble, make available and deliver to advertiseSecured Party, its agents or representatives, the Collateral; (iii) take possession of, operate, render unusable, collect, transfer and receive, recover, appropriate, foreclose, extend payment of, adjust, compromise, settle, release any claims included in, and do all other acts or things necessary or, in Secured Party's sole discretion appropriate, to protect, maintain, preserve and realize upon, the Collateral and any products and proceeds thereof, in whole or in part; and (iv) exercise all rights, powers and interests with respect to any and all Collateral, and sell, assign, lease, license, pledge, transfer, negotiate (including endorse checks, drafts, orders, or instruments), deliver or otherwise dispose (by contract, option(s) or otherwise) of the Secured Party shall not Collateral or any part thereof. Any such disposition may be obligated to make any sale of Collateral regardless of notice of sale having been given and may adjourn any in one or more public or private sales, at or upon an exchange, board or system or in the County, in the State or elsewhere, at such price, for cash or credit (or for future delivery without credit risk) and upon such other terms and conditions as it deems appropriate, with the right of Secured Party to the extent permitted by law upon any such sale from or sales, public or private, to purchase the whole or any part of said Collateral, free of any right, claim or equity of redemption of or in Borrower (such rights, claims and equity of redemption, if any, hereby being expressly waived). Notwithstanding that Secured Party, whether in its own behalf and/or on behalf of another or others, may continue to hold the Collateral and regardless of the value thereof, or any delay or failure to dispose thereof, unless and then only to the extent that Secured Party proposes to retain the Collateral in satisfaction of the Obligations by written notice in accordance with the UCC, Borrower shall be and remain liable for the payment in full of any balance of the Obligations and expenses at any time unpaid. Without limiting the foregoing, upon Borrower's failure to time abide by announcement and comply with its obligations under Section 3 (including, without limitation, Sections 3.10, 3.21 or 3.22) or Section 4 hereof, in addition to its other rights and remedies, Secured Party may (but is not required to), in its sole discretion and to the extent it deems necessary, advisable or appropriate, take or cause to be taken such actions or things to be done (including the payment or advancement of funds, or requiring advancement of funds to be held by Secured Party to fund such obligations, including taxes or insurance) as may be required hereby (or necessary or desirable in connection herewith) to correct such failure (including causing the Collateral to be maintained or insurance protection required hereby to be procured and maintained) and any and all costs and expenses incurred (including attorneys fees and disbursements) in connection therewith shall be included in Borrower's Obligations and shall be immediately due and payable and bear interest at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedDefault Rate.

Additional Rights of Secured Party. The Secured Party may exercise in respect of the Collateral, in addition to other rights (a) At any time and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time (whether or not the UCC applies an Event of Default then exists and without prior notice to the affected Collateral or in the jurisdiction where the rights and remedies are asserted) and the Secured Party also may: (a) exercise any and all rights and remedies of the Purchaser under or in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand or otherwise require payment consent of any amount under, or performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral, or documents embodying such Collateral, as directed by the Secured Party and make it available to the Secured Party at a place and time to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser or any other Person in respect of such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private sale, at any exchange or broker's board or at the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable law and cannot be waived), and the Secured Party or other Person may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser or any other Person, any such demand, notice, claim, right or equity being hereby expressly waived and released; and, in addition thereto, the Purchaser agrees that (i) in the event that notice is required by applicable law, written notice given by mail to the Purchaser, at the address set forth herein, ten days prior to the date of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient; (ii) in the event of sale or other disposition of any CollateralDebtor, the Secured Party may apply at its option take such actions as the proceeds of any such sale or disposition Secured Party deems appropriate (i) to attach, perfect, continue, preserve and protect the Secured Party’s prior security interests in the Collateral, and/or (ii) subject to the satisfaction provisions of its Section 7.2 of the Note Agreement, to inspect, audit and verify the Collateral, including reviewing all of such Debtor’s books and records and copying and making excerpts therefrom, provided that prior to an Event of Default or a Potential Default, the same is done with advance notice during normal business hours to the extent access to such Debtor’s premises is required, and (iii) to add all liabilities, obligations, reasonable attorneys' fees, legal expenses and other costs and expenses reasonably incurred in connection with their takingthe foregoing clauses (i) and (ii) to the Secured Obligations, retaking, storing, insuring, holding, preparing to be paid by the Debtors to the Secured Party for sale the benefit of the Noteholders upon demand; and (b) At any time and from time to time after an Event of Default exists and is continuing and without prior notice to or other disposition, and selling or otherwise disposing of such Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition consent of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar propertyDebtor, but in any event the Secured Party may sell (but shall have no obligation to) at its option at take such prices and on such terms action as it may choose, without assuming any credit risk and (to the extent permitted by applicable law) without any obligation to advertise; and (iv) the Secured Party shall not be obligated deems appropriate (i) to make maintain, repair, protect and insure the Collateral, and/or (ii) to perform, keep, observe and render true and correct any sale and all covenants, agreements, representations and warranties of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforDebtor hereunder, and such sale may(iii) to add all liabilities, without further noticeobligations, costs and expenses reasonably incurred in connection with the foregoing clauses (i) and (ii) to the Secured Obligations, to be made at paid by the time and place Debtors to which it was so adjournedthe Secured Party for the benefit of the Noteholders upon demand.

Additional Rights of Secured Party. The Upon the occurrence of an Event of Default, Secured Party may exercise in respect of the Collateralmay, in addition to other rights and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time time, in its discretion, and without Borrower's assent, without advertisements or notices of any kind (whether or not except for the UCC applies to the affected Collateral or notice specified in the jurisdiction where the rights and remedies are asserted) and the Secured Party also may: (a) exercise any and all rights and remedies of the Purchaser under or Section 7.5 below regarding notice required in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand or otherwise require payment of any amount under, or performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral, or documents embodying such Collateral, as directed by the Secured Party and make it available to the Secured Party at a place and time to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser or any other Person in respect of such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private sale), at any exchange or broker's board or at the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell other demand, or of time obligation or place of sale liability (except such notice as is required by applicable law and cannot be waived), and the Secured Party to account for amounts actually received) to or other Person may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser upon Borrower or any other Personperson (all such advertisements, any such demandnotices and demands, noticeobligation and liabilities, claimif any, right or equity hereby being hereby expressly waived and released; anddischarged to the extent permitted by law), in addition theretoforthwith, the Purchaser agrees that directly or through its agents or representatives, (i) disclose such default and other matters (including the name of Borrower) in the event that notice is required by applicable law, written notice given by mail connection therewith to the Purchaser, at the address set forth herein, ten days prior any Person in Secured Party's reasonable discretion to the date of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute reasonable notice, but notice given in any Person (including other reasonable manner or at any other reasonable time shall be sufficientcreditors and the Franchisor); (ii) in the event of sale or other disposition of any Collateral, the Secured Party may apply the proceeds of any such sale or disposition to the satisfaction of its reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with their taking, retaking, storing, insuring, holding, preparing for sale or other disposition, and selling or otherwise disposing of such Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar property, but in any event the Secured Party may sell at its option at such prices and on such terms as it may choose, without assuming any credit risk and (to the extent permitted by applicable lawlaw enter any premises, with or without the assistance of other persons or legal process; (iii) without require Borrower to account for (including accounting for any obligation products and proceeds of any Collateral), segregate, assemble, make available and deliver to advertiseSecured Party, its agents or representatives, the Collateral, at any place and time designated by Secured Party; (iv) take possession of, operate, render unusable, remove from any location, collect, transfer and receive, recover, appropriate, foreclose, extend payment of, adjust, compromise, settle, release any claims included in, and do all other acts or things necessary or, in Secured Party's sole discretion appropriate, to protect, maintain, preserve and realize upon, the Collateral and any products and proceeds thereof, in whole or in part; and (ivv) exercise all rights, powers and interests with respect to any and all Collateral, and sell, assign, lease, license, pledge, transfer, negotiate (including endorse checks, drafts, orders, or instruments), deliver or otherwise dispose (by contract, option(s) or otherwise) of the Collateral or any part thereof. Any such disposition may be in one or more public or private sales, at or upon an exchange, board or system or in the County, in the State or elsewhere, at such price, for cash or credit (or for future delivery without credit risk) and upon such other terms and conditions as it deems appropriate, with the right of Secured Party to the extent permitted by law upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral, free of any right, claim or equity of redemption of or in Borrower (such rights, claims and equity of redemption, if any, hereby being expressly waived). If any of the Collateral is sold or leased by Secured Party upon credit terms or for future delivery, the Obligations shall not be obligated reduced as a result thereof until payment therefore is finally collected by Secured Party. In the event Secured Party institutes an action to make recover any sale Collateral or seeks recovery of any Collateral by way of prejudgment remedy, Borrower waives the posting of any bond which might otherwise be required. Notwithstanding that Secured Party, whether in its own behalf and/or on behalf of another or others, may continue to hold the Collateral and regardless of the value thereof, or any delay or failure to dispose thereof, unless and then only to the extent that Secured Party proposes to retain the Collateral in satisfaction of the Obligations by written notice in accordance with the UCC, Borrower shall be and remain liable for the payment in full of sale having been given any balance of the Obligations and expenses at any time unpaid. Without limiting the foregoing, upon Borrower's failure to abide by and comply with its obligations under any of Sections 2.10, 2.12, 2.13, 2.21, 2.22 and 2.30 hereof, in addition to its other rights and remedies, Secured Party may adjourn (but is not required to), in its sole discretion and to the extent it deems necessary, advisable or appropriate, take or cause to be taken such actions or things to be done (including the payment or advancement of funds, or requiring advancement of funds to be held by Secured Party to fund such obligations, including taxes or insurance) as may be required hereby (or necessary or desirable in connection herewith) to correct such failure (including causing the Collateral to be maintained or insurance protection required hereby to be procured and maintained) and any public or private sale from time to time by announcement and all costs and expenses incurred (including reasonable attorneys fees and disbursements) in connection therewith shall be included in Borrower's Obligations and shall be immediately due and payable and bear interest at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedDefault Rate.

Additional Rights of Secured Party. The Upon the occurrence of an Event of Default, Secured Party may exercise in respect of the Collateralmay, in addition to other rights and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time time, in its Sole Discretion, and without Debtor's assent, without advertisements or notices of any kind (whether or not except for the UCC applies to the affected Collateral or notice specified in the jurisdiction where the rights and remedies are asserted) and the Secured Party also may: (a) exercise any and all rights and remedies of the Purchaser under or Section 7.5 below regarding notice required in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand or otherwise require payment of any amount under, or performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral, or documents embodying such Collateral, as directed by the Secured Party and make it available to the Secured Party at a place and time to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser or any other Person in respect of such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private sale), at any exchange or broker's board or at the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell other demand, or of time obligation or place of sale liability (except such notice as is required by applicable law and cannot be waived), and the Secured Party to account for amounts actually received) to or other Person may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser upon Debtor or any other Personperson (all such advertisements, any such demandnotices and demands, noticeobligation and liabilities, claimif any, right or equity hereby being hereby expressly waived and released; anddischarged to the extent permitted by law), in addition theretoforthwith, the Purchaser agrees that directly or through its agents or representatives, (i) disclose such default and other matters (including the name of Debtor) in the event that notice is required by applicable law, written notice given by mail connection therewith to the Purchaser, at the address set forth herein, ten days prior to the date of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute Person in Secured Party's reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficientSole Discretion; (ii) in the event of sale or other disposition of any Collateral, the Secured Party may apply the proceeds of any such sale or disposition to the satisfaction of its reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with their taking, retaking, storing, insuring, holding, preparing for sale or other disposition, and selling or otherwise disposing of such Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar property, but in any event the Secured Party may sell at its option at such prices and on such terms as it may choose, without assuming any credit risk and (to the extent permitted by applicable lawLaw enter any Property, with or without the assistance of other persons or legal process; (iii) without require Debtor to account for (including accounting for any obligation products and proceeds of any Collateral), segregate, assemble, make available and deliver to advertiseSecured Party, its agents or representatives, the Collateral, at any place and time designated by Secured Party; (iv) take possession of, operate, render unusable, remove from any location, collect, transfer and receive, recover, appropriate, foreclose, extend payment of, adjust, compromise, settle, release any claims included in, and do all other acts or things necessary or, that Secured Party in its Sole Discretion deems appropriate, to protect, maintain, preserve and realize upon, the Collateral and any products and proceeds thereof, in whole or in part; and (ivv) exercise all rights, powers and interests with respect to any and all Collateral, and sell, assign, lease, license, pledge, transfer, negotiate (including endorse checks, drafts, orders, or instruments), deliver or otherwise dispose (by contract, option(s) or otherwise) of the Collateral or any part thereof. Any such disposition may be in one or more public or private sales, at or upon an exchange, board or system or in the State where the Unit is located or elsewhere, at such price, for cash or credit (or for future delivery without credit risk) and upon such other terms and conditions as it deems appropriate, with the right of Secured Party to the extent permitted by Law upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral, free of any right, claim or equity of redemption of or in Debtor (such rights, claims and equity of redemption, if any, hereby being expressly waived). If any of the Collateral is sold or leased by Secured Party upon credit terms or for future delivery, the Obligations shall not be obligated reduced as a result thereof until payment therefore is finally collected by Secured Party. In the event Secured Party institutes an action to make recover any sale Collateral or seeks recovery of any Collateral by way of prejudgment remedy, Debtor waives the posting of any bond which might otherwise be required. Notwithstanding that Secured Party, whether in its own behalf and/or on behalf of another or others, may continue to hold the Collateral and regardless of the value thereof, or any delay or failure to dispose thereof, unless and then only to the extent that Secured Party proposes to retain the Collateral in satisfaction of the Obligations by written notice in accordance with the UCC, Debtor shall be and remain liable for the payment in full of sale having been given any balance of the Obligations and expenses at any time unpaid. Without limiting the foregoing, upon Debtor's failure to abide by and comply with its obligations under any of Sections 2, 3, and 4 hereof, in addition to its other rights and remedies, Secured Party may adjourn (but is not required to), in its Sole Discretion and to the extent it deems necessary, advisable or appropriate, take or cause to be taken such actions or things to be done (including the payment or advancement of funds, or requiring advancement of funds to be held by Secured Party to fund such obligations, including taxes or insurance) as may be required hereby (or necessary or desirable in connection herewith) to correct such failure (including causing the Collateral to be maintained or insurance protection required hereby to be procured and maintained) and any public or private sale from time to time by announcement and all costs and expenses incurred (including reasonable attorneys fees and disbursements) in connection therewith shall be included in Debtor's Obligations and shall be immediately due and payable and bear interest at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedDefault Rate.

Additional Rights of Secured Party. The Upon the occurrence of an ---------------------------------- Event of Default, Secured Party may exercise in respect of the Collateralmay, in addition to other rights and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time time, in its discretion, and without Borrower's assent, without advertisements or notices of any kind (whether or not except for the UCC applies to the affected Collateral or notice specified in the jurisdiction where the rights and remedies are asserted) and the Secured Party also may: (a) exercise any and all rights and remedies of the Purchaser under or Section 7.5 hereof regarding notice required in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand or otherwise require payment of any amount under, or performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral, or documents embodying such Collateral, as directed by the Secured Party and make it available to the Secured Party at a place and time to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser or any other Person in respect of such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private sale), at any exchange or broker's board or at the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell other demand, or of time obligation or place of sale liability (except such notice as is required by applicable law and cannot be waived), and the Secured Party to account for amounts actually received) to or other Person may be the purchaser of any or all of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser upon Borrower or any other Personperson (all such advertisements, any such demandnotices and demands, noticeobligation and liabilities, claimif any, right or equity hereby being hereby expressly waived and released; anddischarged to the extent permitted by law), in addition theretoforthwith, the Purchaser agrees that directly or through its agents or representatives: (i) disclose such default and other matters (including the name of Borrower) in the event that notice is required by applicable law, written notice given by mail connection therewith in Secured Party's reasonable discretion to the Purchaser, at the address set forth herein, ten days prior to the date of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficientPerson; (ii) in the event of sale or other disposition of any Collateral, the Secured Party may apply the proceeds of any such sale or disposition to the satisfaction of its reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with their taking, retaking, storing, insuring, holding, preparing for sale or other disposition, and selling or otherwise disposing of such Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar property, but in any event the Secured Party may sell at its option at such prices and on such terms as it may choose, without assuming any credit risk and (to the extent permitted by applicable lawlaw enter any premises, with or without the assistance of other persons or legal process; (iii) without require Borrower to account for (including accounting for any obligation products and proceeds of any Collateral), segregate, assemble, make available and deliver to advertiseSecured Party, its agents or representatives, the Collateral, at any place and time designated by Secured Party; (iv) take possession of, operate, render unusable, remove from any location, collect, transfer and receive, recover, appropriate, foreclose, extend payment of, adjust, compromise, settle, release any claims included in, and do all other acts or things necessary or, in Secured Party's sole discretion appropriate, to protect, maintain, preserve and realize upon, the Collateral and any products and proceeds thereof, in whole or in part; and (ivv) exercise all rights, powers and interests with respect to any and all Properties and Collateral, and sell, assign, lease, license, pledge, transfer, negotiate (including endorse checks, drafts, orders, or instruments), deliver or otherwise dispose (by contract, option(s) or otherwise) of the Properties, the Collateral or any part thereof. Any such disposition may be in one or more public or private sales, at or upon an exchange, board or system or in the County, in the State or elsewhere, at such price, for cash or credit (or for future delivery without credit risk) and upon such other terms and conditions as it deems appropriate, with the right of Secured Party to the extent permitted by law upon any such sale or sales, public or private, to purchase the whole or any part of said Collateral, free of any right, claim or equity of redemption of or in Borrower (such rights, claims and equity of redemption, if any, hereby being expressly waived). If any of the Properties or Collateral is sold or leased by Secured Party upon credit terms or for future delivery, the Obligations shall not be obligated reduced as a result thereof until payment therefore is finally collected by Secured Party. In the event Secured Party institutes an action to make recover any sale Properties or Collateral or seeks recovery of any Properties or Collateral by way of prejudgment remedy, Borrower waives the posting of any bond which might otherwise be required. Notwithstanding that Secured Party, whether in its own behalf and/or on behalf of another or others, may continue to hold the Properties or Collateral and regardless of the value thereof, or any delay or failure to dispose thereof, unless and then only to the extent that Secured Party proposes to retain the Properties or Collateral in satisfaction of the Obligations by written notice in accordance with the UCC, Borrower shall be and remain liable for the payment in full of sale having been given any balance of the Obligations and expenses at any time unpaid. Without limiting the foregoing, upon Borrower's failure to abide by and comply with its obligations hereunder, in addition to its other rights and remedies, Secured Party may adjourn (but is not required to), in its sole discretion and to the extent it deems necessary, advisable or appropriate, take or cause to be taken such actions or things to be done (including, without limitation, (x) the payment or advancement of funds, or requiring advancement of funds to be held by Secured Party to fund such obligations, including taxes or insurance, and (y) taking, or causing to be taken, remediation actions with respect to environmental problems on any public Property as may be required hereby (or private sale from time necessary or desirable in connection herewith) to time by announcement correct such failure (including causing the Collateral to be maintained or insurance protection required hereby to be procured and maintained) and any and all costs and expenses incurred (including reasonable attorneys' fees and disbursements) in connection therewith shall be included in Borrower's Obligations and shall be immediately due and payable and bear interest at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedDefault Rate.

Additional Rights of Secured Party. The Secured Party may exercise shall have all the rights of a secured party after default under the Uniform Commercial Code of Texas and in respect of the Collateralconjunction with, in addition to other or in substitution for those rights and remedies provided for herein or otherwise available to it, any and all rights and remedies of a secured party under the UCC from time to time (whether or not the UCC applies to the affected Collateral or in the jurisdiction where the rights and remedies are asserted) and the Secured Party also mayremedies: (a) exercise any and all rights and remedies of the Purchaser under or in connection with the Collateral, including, without limitation, any and all rights of the Purchaser to demand or otherwise require payment of any amount under, or performance of any provision of, the Collateral; (b) require the Purchaser to, and the Purchaser hereby agrees it shall not be necessary that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral, or documents embodying such Collateral, as directed by the Secured Party and make it available to the Secured Party at a place and time to be designated by the Secured Party that is reasonably convenient to both the Secured Party and the Purchaser; (c) enter upon any premises owned or leased by the Purchaser where the Collateral, the documents embodying the Collateral, or any part thereof, is located or assembled for a reasonable period in order to effectuate the Secured Party's rights and remedies hereunder or under law, without monetary or other obligation to the Purchaser or any other Person in respect of such occupation; and (d) sell the Collateral or any part thereof in one or more sales or parcels at public or private sale, at any exchange or broker's board or be present at the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Secured Party may deem commercially reasonable, all without demand of performance or notice of intention to sell or of time or place of sale (except such notice as is required by applicable law and cannot be waived), and the Secured Party or other Person may be the purchaser location of any or all sale pursuant to the provisions of this Section; (b) before application of proceeds of disposition of the Collateral so sold and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption, of the Purchaser or any other Person, any such demand, notice, claim, right or equity being hereby expressly waived and released; and, in addition thereto, the Purchaser agrees that (i) in the event that notice is required by applicable law, written notice given by mail to the PurchaserObligations, at the address set forth herein, ten days prior such proceeds shall be applied to the date reasonable expenses of public sale of any Collateral or prior to the date after which private sale or any other disposition of any Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient; (ii) in the event of sale or other disposition of any Collateral, the Secured Party may apply the proceeds of any such sale or disposition to the satisfaction of its reasonable attorneys' fees, legal expenses and other costs and expenses incurred in connection with their taking, retaking, storing, insuring, holding, preparing for sale or other dispositionlease, selling, leasing and the like and the reasonable attorneys' fees and legal expenses incurred by Secured Party, each Debtor, to the extent applicable, to remain liable for any deficiency; (c) the sale by Secured Party of less than the whole of the Collateral shall not exhaust the rights of Secured Party hereunder, and Secured Party is specifically empowered to make successive sale or sales hereunder until the whole of the Collateral shall be sold; and, if the proceeds of such sale of less than the whole of the Collateral shall be less than the aggregate of the Obligations, this Agreement and the Security Interest created hereby shall remain in full force and effect as to the unsold portion of the Collateral just as though no sale had been made; (d) in the event any sale hereunder is not completed or is defective in the opinion of Secured Party, such sale shall not exhaust the rights of Secured Party hereunder and Secured Party shall have the right to cause a subsequent sale or sales to be made hereunder; (e) any and all statements of fact or other recitals made in any bill xx sale or assignment or other instrument evidencing any foreclosure sale hereunder as to nonpayment of any indebtedness or as to the occurrence of any default, or as to Secured Party having declared all of such indebtedness to be due and payable, or as to notice of time, place and terms of sale and the Collateral to be sold having been duly given, as to any other act or thing having been duly done by Secured Party, shall be taken as prima facie evidence of the truth of the facts so stated and recited; (f) Secured Party may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale held by Secured Party, including the sending of notices and the conduct of sale, but in the name and on behalf of Secured Party; and (g) demand of performance, advertisement and presence of property at sale are hereby WAIVED and Secured Party (as agent and Representative of the Seasoned Warehouse Lenders) is hereby authorized to sell hereunder any evidence of debt it may hold as security for the Obligations. All demands and presentments of any kind or nature are expressly WAIVED by Debtors. Debtors WAIVE the right to require Secured Party to pursue any other remedy for the benefit of Debtors and agree that Secured Party may proceed against any Debtor for the amount of the Obligations owed to the Seasoned Warehouse Lenders or the Seasoned Warehouse Agent without taking any action against any other Debtor or any other Person and without selling or otherwise disposing proceeding against or applying any of such the Collateral; (iii) without precluding any other methods of sale or other disposition, the sale or other disposition of any Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of Secured Party disposing of similar property, but in any event the Secured Party may sell at its option at such prices and on such terms as it may choose, without assuming any credit risk and (to the extent permitted by applicable law) without any obligation to advertise; and (iv) the Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.