Common use of Remedies of a Secured Party Clause in Contracts

Remedies of a Secured Party. (i) This Agreement constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of the Secured Obligations when due under this Agreement (a "DEFAULT"), the Company shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. (ii) If a Default shall have occurred and be continuing, the Company shall have the right to receive and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral, and the Executive shall take all such action as the Company may deem necessary or appropriate to give effect to such right. (iii) If a Default shall have occurred and be continuing, the Company shall have the right to the extent permitted by law, and the Executive shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all of the Covered Shares with the same force and effect as if the Company were the absolute and sole owner thereof. (iv) If the Company is required by law to provide notice of a proposed sale or other disposition of the Collateral, such notice shall be deemed reasonable and proper if given not less than ten days' prior to any such sale or other disposition. The Company and the Executive agree that such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the Uniform Commercial Code. (v) If a Default shall have occurred and be continuing, the Company shall first exercise its rights with respect to the Collateral under this Section 13 before seeking any other remedy at law that may be available to the Company. Notwithstanding the preceding sentence, the Company shall remain entitled to seek an injunction, restraining order or other equitable relief in accordance with Section 12(b) of this Agreement at any time a Default shall have occurred and be continuing.

Remedies of a Secured Party. (i) This Agreement constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of the Secured Obligations when due under this Agreement (a "DEFAULT"“Default”), the Company shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. (ii) If a Default shall have occurred and be continuing, the Company shall have the right to receive and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral, and the Executive shall take all such action as the Company may deem necessary or appropriate to give effect to such right. (iii) If a Default shall have occurred and be continuing, the Company shall have the right to the extent permitted by law, and the Executive shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all of the Covered Shares with the same force and effect as if the Company were the absolute and sole owner thereof. (iv) If the Company is required by law to provide notice of a proposed sale or other disposition of the Collateral, such notice shall be deemed reasonable and proper if given not less than ten days' ’ prior to any such sale or other disposition. The Company and the Executive agree that such notice constitutes "“reasonable notification" ” within the meaning of Section 9-504(3) of the Uniform Commercial Code. (v) If a Default shall have occurred and be continuing, the Company shall first exercise its rights with respect to the Collateral under this Section 13 before seeking any other remedy at law that may be available to the Company. Notwithstanding the preceding sentence, the Company shall remain entitled to seek an injunction, restraining order or other equitable relief in accordance with Section 12(b) of this Agreement at any time a Default shall have occurred and be continuing.

Remedies of a Secured Party. (i) This Agreement constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of the Secured Obligations when due under this Agreement (a "DEFAULT"), the Company shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. (ii) If a Default shall have occurred and be continuing, the Company shall have the right to receive and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral, and the Executive Director shall take all such action as the Company may deem necessary or appropriate to give effect to such right. (iii) If a Default shall have occurred and be continuing, the Company shall have the right to the extent permitted by law, and the Executive Director shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all of the Covered Shares with the same force and effect as if the Company were the absolute and sole owner thereof. (iv) If the Company is required by law to provide notice of a proposed sale or other disposition of the Collateral, such notice shall be deemed reasonable and proper if given not less than ten days' prior to any such sale or other disposition. The Company and the Executive Director agree that such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the Uniform Commercial Code. (v) If a Default shall have occurred and be continuing, the Company shall first exercise its rights with respect to the Collateral under this Section 13 6 before seeking any other remedy at law that may be available to the Company. Notwithstanding the preceding sentence, the Company shall remain entitled to seek an injunction, restraining order or other equitable relief in accordance with Section 12(b5(b) of this Agreement at any time a Default shall have occurred and be continuing.

Remedies of a Secured Party. (i) This Agreement constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of the Secured Obligations when due under this Agreement (a "DEFAULT"), the Company Lender shall thereupon have all the rights and remedies of a secured party provided under the UCC in effect on the date thereof (regardless of whether the same has been enacted in the Uniform Commercial Code in force in New York. (ii) If a Default shall have occurred and be continuingjurisdiction where the rights or remedies are asserted), the Company shall have including, without limitation, the right to receive take the Collateral or any portion thereof into its possession, by such means (without breach of the peace) and to retain through agents or otherwise as Collateral hereunder all dividendsit may elect (and, interest in connection therewith, demand that each Borrower assemble the Col lateral owned by it at a place or places and other payments and distributions made upon or with respect to in such manner as the CollateralLender shall prescribe), and sell, lease or otherwise dispose of the Executive shall take all such action Collateral or any portion thereof in its then condition or following any commercially reasonable preparation or processing, which disposition may be by public or private proceedings, by one or more contracts, as a unit or in parcels, at any time and place and on any terms, so long as the Company same are commercially reasonable. Lender may deem necessary or appropriate to give effect to such right. (iii) If a Default shall have occurred and be continuing, apply the Company shall have the right to the extent permitted by law, and the Executive shall take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all proceeds of the Covered Shares with the same force and effect as if the Company were the absolute and sole owner thereof. (iv) If the Company is required by law to provide notice of a proposed sale or other disposition of the Collateral, such notice shall be deemed reasonable and proper if given not less than ten days' prior to any such sale or disposition of any Borrower's Collateral to any of the obligations of such Borrower in such order as Lender, in its sole discretion, may elect. Lender shall give the affected Borrowers written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made, except where the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The requirement of sending reasonable notice shall be met if such notice is given to Borrowers pursuant to Section 16.9 at least ten (10) calendar days before such disposition. The Company and Expenses of retaking, holding, insuring, preserving, protecting, preparing for sale or selling or the Executive agree that such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the Uniform Commercial Code. (v) If a Default shall have occurred and be continuing, the Company shall first exercise its rights like with respect to the Collateral under this Section 13 before seeking shall include, in any event, reasonable attorneys' fees and other remedy at law that may be available to the Company. Notwithstanding the preceding sentencelegally recoverable collection expenses, the Company all of which shall remain entitled to seek an injunction, restraining order or other equitable relief in accordance with Section 12(b) of this Agreement at any time a Default shall have occurred and be continuingconstitute Obligations.

Remedies of a Secured Party. (i) This Agreement constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of the Secured Obligations when due under this Agreement (a "DEFAULT"“Default”), the Company shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. (ii) If a Default shall have occurred and be continuing, the Company shall have the right to receive and to retain as Collateral hereunder all dividends, interest and other payments and distributions made upon or with respect to the Collateral, and the Executive shall will cause the Pledgor to, and the Pledgor will, take all such action as the Company may deem necessary or appropriate to give effect to such right. (iii) If a Default shall have occurred and be continuing, the Company shall have the right to the extent permitted by law, and the Executive shall will cause the Pledgor to, and the Pledgor will, take all such action as may be necessary or appropriate to give effect to such right, to vote and to give consents, ratifications and waivers, and take any other action with respect to any or all of the Covered Shares with the same force and effect as if the Company were the absolute and sole owner thereof. (iv) If the Company is required by law to provide notice of a proposed sale or other disposition of the Collateral, such notice shall be deemed reasonable and proper if given not less than ten days' ’ prior to any such sale or other disposition. The Company Company, the Executive and the Executive Pledgor agree that such notice constitutes "“reasonable notification" ” within the meaning of Section 9-504(3) of the Uniform Commercial Code. (v) If a Default shall have occurred and be continuing, the Company shall first exercise its rights with respect to the Collateral under this Section 13 before seeking any other remedy at law that may be available to the Company. Notwithstanding the preceding sentence, the Company shall remain entitled to seek an injunction, restraining order or other equitable relief in accordance with Section 12(b) of this Agreement at any time a Default shall have occurred and be continuing.