Common use of Remedies of Secured Party Clause in Contracts

Remedies of Secured Party. Except to the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance of an Event of Default: (i) the Secured Party shall have with respect to the Collateral, in addition to all other rights hereunder or under any other Loan Document, the rights and remedies of a secured party under the UCC and other applicable law; (ii) the Secured Party may, at any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial process, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiency.

Remedies of Secured Party. Except to the extent otherwise provided in the Promissory NoteCredit Agreement (if executed by the Debtor and Ahold), upon the occurrence and during the continuance of an Event of Default: (i) the Secured Party shall have with respect to the Collateralhave, in addition to all other rights hereunder or under any other Loan Credit Document, the rights and remedies of a secured party under the UCC and other applicable law; (ii) the Secured Party may, at any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial process, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiency.

Remedies of Secured Party. Except to Upon the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance happening of an any Event of Default: (i) Default specified herein, and at any time thereafter, at the option of the holder thereof, the Note shall become immediately due and payable without presentment, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, protest, notice of dishonor, or any other notice whatsoever to Pledgor, and Secured Party shall have and may exercise with respect reference to the Collateral, in addition to Collateral and Note any and all other rights hereunder or under any other Loan Document, of the rights and remedies of a secured party under the UCC Uniform Commercial Code as then in effect in the State of Nevada, and as otherwise granted herein or under any other applicable law; law (iiall of which rights and remedies shall be cumulative), including, without limitation, the right to sell the Pledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash or on credit, or for future delivery without assumption of any credit risk, and at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser of all or any part of the Collateral and/or the Pledged Securities so sold at any public sale (or if the Pledged Securities are of a type customarily sold in a recognized market or are of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same absolutely, free from any right or claim or right of whatever kind. Secured Party is hereby authorized at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Securities to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or sale of any of the Pledged Securities. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Securities so sold. Each purchaser at any such sale shall hold the Pledged Securities so sold absolutely free from any claim or right of whatever kind. Secured Party shall give Pledgor ten days' written notice of its intention to make any such public or private sale or sale at broker's board or on a securities exchange. Such notice, in the case of a public sale, shall state the time and place fixed for such sale, and, in the case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Securities, or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale, the Pledged Securities may be sold in one lot as an entirety or in separate parcels as Secured Party may determine. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party may, at without notice or publication, adjourn any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit sale or otherwise, at such prices and upon such terms as cause the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral same to be adjourned from time to time by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in fixed for the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition and such sale may be made at any time or other intended action hereunder or in connection herewith, whether required by place to which the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall same may be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtorso adjourned. In the event the Secured Party seeks to take possession case of any sale of all or any portion part of the Collateral by judicial processPledged Securities on credit or for future delivery, the Debtor irrevocably waives: (i) Pledged Securities so sold may be retained by Secured Party until the posting purchase price is paid by the purchaser thereof, but Secured Party shall not incur any liability due to any failure of any bondsuch purchaser to take up and pay for the Pledged Securities so sold and, surety or security with respect thereto which might otherwise upon such failure, such Pledged Securities may again be required; (ii) any demand for possession prior to sold upon like notice. Instead of exercising the commencement power of any sale herein conferred upon it, Secured Party may proceed by a suit or action suits at law or in equity to recover foreclose the Collateral; security interests herein granted and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to sell the Collateral and/or Pledged Securities, or marshal any Collateral for the benefit part thereof, under a judgment or decree of any Persona court or courts of competent jurisdiction. The Secured Party is hereby granted a license or other right to usethe right, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, occurrence of an Event of Default. The proceeds of sale shall be applied first , to all out-of-pocket expenses of saletransfer at any time to itself or its nominee the Pledged Securities, including without limitation attorneys' feesor any part thereof, and then thereafter to exercise all voting rights with respect to any such Pledged Securities so transferred and to receive the proceeds, payments, moneys, income or benefits attributable or accruing thereto and to hold the same as security for the Note, or at Secured Party's election, to apply such amounts to the Obligations Note, whether or not then due, in whatever such order the as Secured Party elects. The may elect, or, Secured Party will return any excess may, at its option, without transferring such Pledged Securities to its nominee, exercise all voting rights with respect to the Debtor Pledged Securities and vote all or as a court may otherwise direct, and any part of the Debtor shall remain liable for Pledged Securities at any deficiencyregular or special meeting of shareholders.

Remedies of Secured Party. Except to the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance of an Event of Default: (i) the Secured Party shall have with respect to the Collateral, in addition to all other rights hereunder or under any other Loan Document, the rights and remedies of a secured party under the UCC and other applicable law; (ii) the Secured Party may, at any time, take possession of the Collateral and keep it on the Debtor's Grantors' premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor any Grantor shall, upon the Secured Party's demand, at the Debtor's Grantors' cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor each Grantor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor each Grantor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's Grantors' address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtorany Grantor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial process, the Debtor each Grantor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor Each Grantor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's Grantors' labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's Grantors' rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor Grantors or as a court may otherwise direct, and the Debtor Grantors shall remain liable for any deficiency.

Remedies of Secured Party. Except to Upon the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance happening of an any Event of Default: (i) Default specified herein, and at any time thereafter, at the option of the holder thereof, all or any part of the Obligations shall become immediately due and payable without presentment, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, protest, notice of dishonor, or any other notice whatsoever to Debtor, or any person obligated thereon, and Secured Party shall have and may exercise with respect reference to the Collateral, in addition to Collateral and Obligations any and all other rights hereunder or under any other Loan Document, of the rights and remedies of a secured party under the UCC Uniform Commercial Code as then in effect in the State of Texas, and as otherwise granted herein or under any other applicable law; law or under any other agreements executed by Debtor (iiall of which rights and remedies shall be cumulative), including, without limitation, the right to sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash or on credit, or for future delivery without assumption of any credit risk, and at such price or prices as Secured Party may deem satisfactory. Any holder of the Obligations may be the purchaser of all or any part of the Collateral so sold at any public sale (or if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quota tions, at any private sale) and thereafter hold the same absolutely, free from any right or claim or right of whatever kind. Secured Party is hereby authorized at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Securities to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or sale of any of the Pledge of Securities. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatever kind. Secured Party shall give Debtor ten days' written notice of its intention to make any such public or private sale or sale at broker's board or on a securities exchange. Such notice, in the case of a public sale, shall state the time and place fixed for such sale, and, in the case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels as Secured Party may determine. Secured Party shall not be obligated to make any such sale pur suant to any such notice. Secured Party may, at without notice or publication, adjourn any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit sale or otherwise, at such prices and upon such terms as cause the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral same to be adjourned from time to time by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in fixed for the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition and such sale may be made at any time or other intended action hereunder or in connection herewith, whether required by place to which the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall same may be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtorso adjourned. In the event the Secured Party seeks to take possession case of any sale of all or any portion part of the Collateral by judicial processon credit or for future delivery, the Debtor irrevocably waives: (i) Collateral so sold may be retained by Secured Party until the posting purchase price is paid by the purchaser thereof, but Secured Party shall not incur any liability due to any failure of any bondsuch purchaser to take up and pay for the Collateral so sold and, surety or security with respect thereto which might otherwise upon such failure, such Collateral may again be required; (ii) any demand for possession prior to sold upon like notice. Instead of exercising the commencement power of any sale herein conferred upon it, Secured Party may proceed by a suit or action suits at law or in equity to recover foreclose the security interests herein granted and sell the Collateral; and (iii) , or any requirement that the Secured Party retain possession and not dispose part thereof, under a judgment or decree of any Collateral until after trial a court or final judgmentcourts of competent jurisdiction. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to usethe right, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, occurrence of an Event of Default. The proceeds of sale shall be applied first , to all out-of-pocket expenses of saletransfer at any time to itself or its nominee the Pledged Securities, including without limitation attorneys' feesor any part thereof, and then thereafter to exercise all voting rights with respect to any such Pledged Securities so transferred and to receive the proceeds, payments, moneys, income or benefits attributable or accruing thereto and to hold the same as security for the Obligations, or at Secured Party's election, to apply such amounts to the Obligations Obligations, whether or not then due, in whatever such order as Secured Party may elect, or, Secured Party may, at its option, without transferring such Pledged Securities to its nominee, exercise all voting rights with respect to the Pledged Securities and vote all or any part of the Pledged Securities at any regular or special meeting of shareholders, and Debtor does hereby name, constitute and appoint as the proxy of Debtor the Secured Party elects. The Secured Party will return Party, in the Debtor's name, place and stead to vote any excess and all such Pledged Securities, as such proxy may elect, for and in the name, place and stead of Debtor, such proxy to the Debtor or as a court may otherwise direct, be irrevocable and the Debtor shall remain liable for any deficiencydeemed coupled with an interest.

Remedies of Secured Party. Except If any Event of Default as defined in the Notes shall have occurred and be continuing, the Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Secured Party’s name or into the name of its nominee or nominees (to the extent the Secured Party has not theretofore done so) and thereafter receive, for the benefit of the holders of 2007 Notes, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise provided act with respect thereto as though it were the outright owner thereof, (ii) require the Company to, and the Company hereby agrees that it will at its expense and upon request of the Secured Party forthwith, assemble all or part of its respective Collateral as directed by the Secured Party and make it available to the Secured Party at a place or places to be designated by the Secured Party that is reasonably convenient to both parties, and the Secured Party may enter into and occupy any premises owned or leased by the Company where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Promissory NoteSecured Party’s rights and remedies hereunder or under law, without obligation to the Company in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Secured Party may deem commercially reasonable. The Company agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least 10 days’ notice to the Company of the time and place of any public sale or the time after which any private sale or other disposition of its Collateral is to be made shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Secured Party 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. The Company hereby waives any claims against the Secured Party and the holders of 2007 Notes arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that the Company may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. The Company hereby acknowledges that (x) any such sale of the Collateral by the Secured Party shall be made without warranty, (y) the Secured Party may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (z) such actions set forth in clauses (x) and (y) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (A) upon written notice to the Company from the Secured Party after and during the continuance of an Event of Default, the Company shall cease any use of the Intellectual Property for any purpose described in such notice; (B) the Secured Party may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to the Company, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Secured Party shall in its sole discretion determine; and (C) the Secured Party may, at any time, pursuant to the authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default: ), execute and deliver on behalf of the Company, one or more instruments of assignment of the Intellectual Property (i) the Secured Party shall have with respect to the Collateralor any application or registration thereof), in addition to all other rights hereunder form suitable for filing, recording or under any other Loan Document, the rights and remedies of a secured party under the UCC and other applicable law; (ii) the Secured Party may, at any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without registration in any way requiring notice to be given in the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial process, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiencycountry.

Remedies of Secured Party. Except to the extent otherwise provided in the Promissory NoteWhen an event of default occurs and such default has not been cured within any applicable grace period, upon the occurrence and during the continuance of an Event of Default: (i) the at any time thereafter, Secured Party shall have with respect may declare all or a part of the Indebtedness immediately due and payable and may proceed to the Collateral, in addition enforce payment of same and to exercise any and all other rights hereunder or under any other Loan Document, of the rights and remedies of a secured party provided by the Uniform Commercial Code as codified under the UCC laws of the States of Texas or New Jersey, as the case may be (hereinafter referred to as the "Code") as well as all other rights and other applicable law; (ii) the remedies possessed by Secured Party mayunder this Agreement or otherwise at law or in equity, at any time, take possession Pledgor understands that sales of Collateral hereunder may be restricted by the requirement of the obtaining of certain consents to such transactions and that private sales of the Collateral and keep it on the Debtor's premisesor sales in other transactions may be necessary, at no cost to the Secured Party, or remove any part of it to such other place or places which sales Pledgor recognizes as the commercially reasonable. Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, require Pledgor to assemble the Collateral and make it available to the Secured Party at a any place specified designated by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private salesthat is reasonably convenient to both parties. For purposes of the notice requirements of the Code, for cash, upon credit or otherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new Pledgor agree that notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten five (105) days prior to such the related action hereunder is reasonable. Secured Party shall be entitled to immediate possession of the Debtor's address specified in or pursuant Collateral and all books and records evidencing same and shall have authority to Section 7.9enter upon any premises upon which said items may be situated and remove same therefrom. If any Collateral is sold on terms other than payment in full at the time Expenses of retaking, holding, preparing for sale, no credit selling, or the like, shall include without limitation, Secured Party's reasonable attorneys' fees and all such expenses shall be given against the Obligations until the recovered by Secured Party receives paymentbefore applying the proceeds from the disposition of the Collateral toward the Indebtedness. To the extent allowed by the Code, and if the buyer defaults in payment, the Secured Party may resell use its discretion in applying the Collateral without further notice to proceeds of any disposition of the DebtorCollateral. In the event the Secured Party seeks shall account to Pledgor for any surplus remaining after the disposition of the Collateral. All rights and remedies of Secured Party hereunder are cumulative and may be exercised singularly or concurrently. The exercise of any right or remedy will not be a waiver of any other. Without declaring the Note terminated, Secured Party may enter upon the Pledgor's property located at the Premises and take possession of such property, by picking or changing locks if necessary, and lockout, expel or remove Pledgor and any other person whom may be occupying all or any portion part of such premises without being liable for any claim for damages, and do whatever Pledgor is obligated to do under any and all agreements, including without limiting the generality of the Collateral by judicial processforegoing, the Debtor irrevocably waives: (i) the posting of any bondlease agreement covering such premises, surety or security with respect thereto which might otherwise be required; (ii) any and Pledgor agrees to reimburse Secured Party on demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the expenses which Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor may incur in effecting compliance with Pledgor's obligations under such lease; further, Pledgor agrees that the Secured Party has no obligation shall not be liable for any damages resulting to preserve rights to Pledgor from effecting compliance with Pledgor's obligations under such lease caused by the Collateral or marshal any Collateral for the benefit negligence of any Person. The Secured Party is hereby granted a license or other right to useotherwise; further, without chargePledgor agrees that Secured Party may hold, lease, manage, operate or otherwise use or permit the use of the leased premises, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and Pledgor's business, either by itself or by other persons, firms or entities, in such manner, for such time and upon such other terms as Secured Party may deem prudent under the Debtor's rights under circumstances (making such repairs, alterations, additions and improvements thereto and taking such other action from time to time as Secured Party shall deem necessary or desirable), and apply all licenses and all franchise agreements shall inure monies collected from such acts to the obligations arising under the Indebtedness, after first deducting Secured Party's benefit for costs and expenses in connection with such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of saleacts, including without limitation attorneys' feeslimitation, reasonable fees and then to operating charges in connection with the Obligations in whatever order operation and maintenance of the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiencyPledgor's business.

Remedies of Secured Party. Except (a) Subject to the extent otherwise provided provision set forth in the Promissory Notesubparagraph (b) below, upon the occurrence happening of any Event of Default specified herein, and during at any time thereafter, at the continuance option of an the holder thereof, all or any part of the Indebtedness shall become immediately due and payable upon the failure of the Debtor, after thirty (30) days written notice, to cure any Event of Default: (i) the , and Secured Party Parry shall have and may exercise with respect reference to the Collateral, in addition to Collateral and Indebtedness any and all other rights hereunder or under any other Loan Document, of the rights and remedies of a secured party under the UCC Uniform Commercial Code as then in effect in the State of Texas, and as otherwise granted herein or under any other applicable law; law or under any other agreements executed by the Debtor, all of which rights and remedies shall be cumulative. Any holder of the Indebtedness may be the purchaser of all or any part of the Collateral so sold at any public sale (iior if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale and thereafter hold the same absolutely, free from any right or claim or right of whatever kind. Upon any such sale, Secured Party shall have the right to deliver, indorse, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatever kind. The Secured Party shall give the Debtor ten (1) days written notice of its intention to make any such public or private sale. Such notice, in the case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. The Secured Party shall not be obligated to make any such sale pursuant to any such notice. The Secured Party may, at without notice or publication, adjourn any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private sales, for cash, upon credit sale or otherwise, at such prices and upon such terms as cause the Secured Party deems advisable, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone or adjourn any sale of the Collateral same to be adjourned from time to time by an announcement at the time and place of sale or of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in fixed for the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition and such sale may be made at any time or other intended action hereunder or in connection herewith, whether required by place to which the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall same may be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtorso adjourned. In the event the Secured Party seeks to take possession case of any sale of all or any portion part of the Collateral by judicial processon credit or for future delivery, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise Collateral so sold may be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised retained by the Secured Party until after the occurrencepurchase price is paid by the purchaser thereof, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the but Secured Party elects. The Secured Party will return shall not incur any excess liability due to any failure of such purchaser to take up and pay for the Debtor or as a court Collateral so sold and, upon such failure, such Collateral may otherwise direct, and the Debtor shall remain liable for any deficiencyagain be sold upon like notice.

Remedies of Secured Party. Except to the extent otherwise provided in the Promissory Note, upon Upon and following the occurrence and during the continuance of an Event of Default: (i) the Default which is continuing, Secured Party shall have with respect the following rights and remedies (to the Collateralextent permitted by applicable Law), in addition to all other rights hereunder or under any other Loan Document, the rights and remedies of a secured party after default under the UCC Code, or in any evidence of indebtedness or agreement, whether existing on the date hereof or hereafter entered into, between such Debtor and other applicable law; (ii) the Secured Party, Secured Party may, may at any time and from time to time, with or without judicial process or the aid and assistance of others, enter upon any premises in which any Collateral may be located and without resistance or interference by Debtors take possession of the Collateral, and/or dispose of any Collateral and keep it on the Debtor's any such premises, at no cost and/or require Debtors to the Secured Party, or remove any part of it to such other place or places as the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a the expense of Debtors any Collateral at any place specified and time designated by the Secured Party; and (iii) the Secured Party may sell and deliver which is reasonably convenient to all parties, and/or remove any Collateral from any such premises for the purpose of effecting sales or other disposition thereof in accordance with the terms of this Agreement, and/or sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any Collateral in its then condition or following any commercially reasonable preparation or processing, at public or private salessale or proceedings or otherwise by one or more contracts, for cash, upon credit in one or otherwisemore parcels, at such prices and upon such terms as the Secured Party deems advisablesame or different times, in its sole discretion, and may, if the Secured Party deems it reasonable, postpone with or adjourn any sale of without having the Collateral by an announcement at the time and place of sale or other disposition, for cash and/or credit and upon any terms, at such place(s) and time(s) and to such person(s), and with respect to each of such postponed the foregoing, in a commercially reasonable manner as Secured Party deems best, all without demand, notice or adjourned sale without giving a new advertisement whatsoever, except where an applicable statute requires commercially reasonable notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition sale or other intended action hereunder or in connection herewithdisposition. Except where an applicable statute requires a longer notification period, whether required by Debtors hereby agree that the UCC or otherwise, shall constitute reasonable sending of five days' notice to the Debtor if such address of Debtors set forth in this Security Agreement shall be deemed commercially reasonable notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9thereof. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the by Secured Party receives paymentupon credit or for future delivery, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial process, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiency.the failure of the purchaser to pay for same and in such event Secured

Remedies of Secured Party. Except to the extent otherwise provided If any Event of Default as defined in the Promissory NoteNew Notes shall have occurred and be continuing, upon the occurrence and during the continuance of an Event of Default: (i) the Secured Party shall have with may exercise in respect to of the Collateral, in addition to all any other rights hereunder and remedies provided for herein or under any other Loan Documentotherwise available to it, all of the rights and remedies of a secured party upon default under the UCC Uniform Commercial Code (whether or not the Uniform Commercial Code applies to the affected Collateral), and other applicable law; also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Secured Party’s name or into the name of its nominee or nominees (to the extent the Secured Party has not theretofore done so) and thereafter receive, for the benefit of the holders of the 2007 Notes, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require the Company to, and the Company hereby agrees that it will at its expense and upon request of the Secured Party mayforthwith, at any time, take possession of the Collateral and keep it on the Debtor's premises, at no cost to the Secured Party, assemble all or remove any part of it to such other place or places its respective Collateral as directed by the Secured Party may desire, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified or places to be designated by the Secured Party that is reasonably convenient to both parties, and the Secured Party may enter into and occupy any premises owned or leased by the Company where 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 obligation to the Company in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may sell and deliver deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any Collateral at public or private sales, for cash, upon credit or otherwise, at such prices and part thereof upon such terms as the Secured Party deems advisablemay deem commercially reasonable. The Company agrees that, in to the extent notice of sale or any other disposition of its sole discretionrespective Collateral shall be required by law, at least 10 days’ notice to the Company of the time and may, if place of any public sale or the time after which any private sale or other disposition of its Collateral is to be made shall constitute reasonable notification. The Secured Party deems it reasonable, postpone shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale of the Collateral from time to time by an 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. The Company hereby waives any claims against the Secured Party and the holders of the 2007 Notes arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that the Company may have to require that all or any part of such postponed Collateral be marshaled upon any sale (public or adjourned private) thereof. The Company hereby acknowledges that (x) any such sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor agrees that any notice Collateral by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Secured Party receives paymentmade without warranty, and if the buyer defaults in payment, (y) the Secured Party may resell specifically disclaim any warranties of title, possession, quiet enjoyment or the Collateral without further notice to the Debtor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial processlike, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit for such purpose, which license, the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiency.and

Remedies of Secured Party. Except to A. Upon the extent otherwise provided in the Promissory Note, upon the occurrence and during the continuance happening of an any Event of Default: (i) Default specified herein, and at any time thereafter that such Event of Default shall continue, at the option of the holder thereof, all or any part of the Obligations shall become immediately due and payable without presentment, demand, notice of intention to accelerate, notice of acceleration, notice of non-payment, protest, notice of dishonor, or any other notice whatsoever to Pledgor or any person obligated thereon, and, in addition to those rights set forth in Section 4.B. of this Agreement, Secured Party shall have and may exercise with respect reference to the Collateral, in addition to Collateral and Obligations any and all other rights hereunder or under any other Loan Document, of the rights and remedies of a secured party under the UCC Uniform Commercial Code as then in effect in the State of Texas, and as otherwise granted herein or under any other applicable law; law or under any other agreements executed by Pledgor (ii) all of which rights and remedies shall be cumulative), including, without limitation, the Secured Party may, at any time, take possession of right to sell the Collateral and keep it on the Debtor's premises, at no cost to the Secured PartyCollateral, or remove any part of it to such other place or places as the Secured Party may desirethereof, or the Debtor shall, upon the Secured Party's demand, at the Debtor's cost, assemble the Collateral and make it available to the Secured Party at a place specified by the Secured Party; and (iii) the Secured Party may sell and deliver any Collateral at public or private salessale or at any broker's board or on any securities exchange, for cashcash or on credit, upon or for future delivery without assumption of any credit or otherwiserisk, and at such price or prices and upon such terms as the Secured Party deems advisable, in its sole discretion, and may, if may deem satisfactory. Any holder of the Secured Party deems it reasonable, postpone Obligations may be the purchaser of all or adjourn any sale part of the Collateral by an announcement so sold at any public sale (or if the time Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and place thereafter hold the same absolutely, free from any right or claim or right of whatever kind. Secured Party is hereby authorized at any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Securities to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or sale of any of the Pledged Securities. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatever kind. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Pledgor notice of such postponed or adjourned sale without giving a new notice of sale. Without in any way requiring notice to be given in the following manner, the Debtor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the UCC or otherwise, shall constitute reasonable notice to the Debtor if such notice is mailed by registered or certified mail, return receipt requested, postage prepaid, or is delivered personally against receipt, at least ten (10) days prior to such action to before the Debtor's address specified in or pursuant to Section 7.9. If any Collateral is sold on terms other than payment in full at the time of sale, no credit shall be given against the Obligations until the Secured Party receives payment, and if the buyer defaults in payment, the Secured Party may resell the Collateral without further notice to the Debtor. In the event the Secured Party seeks to take possession of all or any portion of the Collateral by judicial process, the Debtor irrevocably waives: (i) the posting of any bond, surety or security with respect thereto which might otherwise be required; (ii) any demand for possession prior to the commencement of any suit or action to recover the Collateral; and (iii) any requirement that the Secured Party retain possession and not dispose of any Collateral until after trial or final judgment. The Debtor agrees that the Secured Party has no obligation to preserve rights to the Collateral or marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, name, trade secrets, trade names, trademarks, customer lists and advertising matter, or any similar property, in completing production of, advertising or selling any Collateral, and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit date fixed for such purpose, sale (which license, Pledgor agrees is reasonable notice within the Secured Party hereby agrees, shall not be exercised by the Secured Party until after the occurrence, and during the continuance meaning of, an Event of Default. The proceeds of sale shall be applied first to all out-of-pocket expenses of sale, including without limitation attorneys' fees, and then to the Obligations in whatever order the Secured Party elects. The Secured Party will return any excess to the Debtor or as a court may otherwise direct, and the Debtor shall remain liable for any deficiency.