Common use of REMEDIES; RIGHTS UPON DEFAULT Clause in Contracts

REMEDIES; RIGHTS UPON DEFAULT. Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon the occurrence and during the continuance of an Event of Default, Secured Party shall be able to take all necessary and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, Secured Party may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations all rights and remedies of a secured party under the Uniform Commercial Code. Secured Party shall apply the net proceeds of any collections, recovery, receipt, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any or all of such Collateral or in any way relating to the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses) to the payment in whole or in part of the Obligations. After so applying such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, the remaining balance of such net proceeds shall be applied as any court of competent jurisdiction, such Target Stockholder or whomever is lawfully entitled to receive such funds may direct. To the extent permitted by applicable law, such Target Stockholder waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Each Target Stockholder agrees that Secured Party need not give more than ten (10) days notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Any balance of the Obligations remaining unsatisfied after realization upon such Collateral shall be recoverable from the Principal Target Stockholders (as such term is defined in the Guaranty and Agreement) to the extent permitted by the Guaranty and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be recovered from any Target Stockholder who is not a Principal Target Stockholder.

REMEDIES; RIGHTS UPON DEFAULT. Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon Upon the occurrence and during the continuance of an any Event of Default, Secured Party shall be able to take all necessary and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, ----------------------------- Secured Party may exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations Secured Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. Secured Party shall apply the net proceeds of any collectionsUCC, recovery, receipt, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental including but not limited to the care, safekeeping or otherwise of any or right to accelerate all of such Collateral or in any way relating the Secured Obligations, to the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses) to the payment in whole or in part take immediate possession of the Obligations. After so applying Collateral without notice or demand, to enter upon any premises where the Collateral is located and remove the same or remain on such net proceeds and after premises in possession of the payment Collateral, to sell, lease or dispose of the Collateral, to setoff or apply any Collateral held by Secured Party of any other amount required by any provision of lawParty, or the remaining balance of such net proceeds shall be applied as any court of competent jurisdiction, such Target Stockholder or whomever is lawfully entitled to receive such funds may directlike. To the maximum extent permitted by applicable law, such Target Stockholder Pledgor waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Each Target Stockholder Pledgor agrees that Secured Party need not give more than ten (101) days days' notice of the time and place of any public sale or of the time after which a private or public sale may take place and that such notice is reasonable notification of such matters. Any balance The requirement of reasonable notice to Pledgor of the Obligations remaining unsatisfied after realization upon such time and place of any public sale or private sale of the Collateral shall be recoverable from met if such notice is mailed, postage prepaid, to Pledgor at the Principal Target Stockholders (as such term is defined address set forth in the Guaranty Note. Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Secured Party is entitled, Pledgor also being liable for all costs of Secured Party, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and Agreement) remedies hereunder. Pledgor hereby waives presentment, demand, protest or any notice, including, without limitation, notice of intent to accelerate and notice of acceleration (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. Pledgor shall, upon demand, make the Guaranty Collateral available to Secured Party at a place and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be recovered from any Target Stockholder who is not a Principal Target Stockholdertime designated by Secured Party.

REMEDIES; RIGHTS UPON DEFAULT. Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon Upon the occurrence and during the continuance of an any Event of ----------------------------- Default, Secured Party shall be able to take all necessary and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, Secured Party may exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations Secured Obligations, all rights and remedies of a secured party under the Uniform Commercial Code. Secured Party shall apply the net proceeds of any collectionsUCC, recovery, receipt, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental including but not limited to the care, safekeeping or otherwise of any or right to accelerate all of such Collateral or in any way relating the Secured Obligations, to the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses) to the payment in whole or in part take immediate possession of the Obligations. After so applying Collateral without notice or demand, to enter upon any premises where the Collateral is located and remove the same or remain on such net proceeds and after premises in possession of the payment Collateral, to sell, lease or dispose of the Collateral, to setoff or apply any Collateral held by Secured Party of any other amount required by any provision of lawParty, or the remaining balance of such net proceeds shall be applied as any court of competent jurisdiction, such Target Stockholder or whomever is lawfully entitled to receive such funds may directlike. To the maximum extent permitted by applicable law, such Target Stockholder Pledgor waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Each Target Stockholder Pledgor agrees that Secured Party need not give more than ten (101) days days' notice of the time and place of any public sale or of the time after which a private or public sale may take place and that such notice is reasonable notification of such matters. Any balance The requirement of reasonable notice to Pledgor of the Obligations remaining unsatisfied after realization upon such time and place of any public sale or private sale of the Collateral shall be recoverable from met if such notice is mailed, postage prepaid, to Pledgor at the Principal Target Stockholders (as such term is defined address set forth in the Guaranty Note. Pledgor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Secured Party is entitled, Pledgor also being liable for all costs of Secured Party, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and Agreement) remedies hereunder. Pledgor hereby waives presentment, demand, protest or any notice, including, without limitation, notice of intent to accelerate and notice of acceleration (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. Pledgor shall, upon demand, make the Guaranty Collateral available to Secured Party at a place and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be recovered from any Target Stockholder who is not a Principal Target Stockholdertime designated by Secured Party.

REMEDIES; RIGHTS UPON DEFAULT. Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon Upon the occurrence and during the continuance of an any Event of ----------------------------- Default, Secured Party shall be able to take all necessary have the following rights and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, remedies: (a) Secured Party may exercise declare the Notes or any part thereof immediately due and payable, without demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or any other notice whatsoever, all of which are hereby expressly waived by Pledgor. (b) Secured Party, without liability to Pledgor, may obtain from any party information regarding Pledgor or Pledgor's business, which such party may furnish without liability to Pledgor; require Pledgor to give possession or control of any Collateral to Secured Party; endorse as Pledgor's agent any instruments, documents, or chattel paper in the Collateral or representing proceeds of the Collateral; contact account debtors directly to verify information furnished by Pledgor; take control of proceeds, including stock received as dividends or by reason of stock splits; and release the Collateral in its possession to Pledgor, temporarily or otherwise. Secured Party shall not be liable for failure to collect any Collateral or proceeds thereof, or for any act or omission on the part of Secured Party, its officers, agents, or employees, except for its gross negligence or willful misconduct. The foregoing rights of Secured Party shall be in addition to, and not a limitation upon, any rights of Secured Party given by law, in equity, elsewhere in the Transaction Documents, or otherwise. (c) Subject to the rights of any other party holding a security interest in the Collateral as permitted under this Agreement, in addition to all other rights and remedies granted to it Secured Party in this Agreement and in any other instrument or agreement securing, evidencing evidencing, or relating to any the Notes, Secured Party shall have all of the Obligations all rights and remedies of a secured party under the Uniform Commercial CodeCode in force in the State of Texas as of the date of this Agreement. Without limiting the generality of the foregoing, Secured Party shall apply may (i) without demand or notice to Pledgor, collect, receive, or take possession of the net proceeds of Collateral or any collectionspart thereof and for that purpose Secured Party may enter upon any premises on which the Collateral is located and remove the Collateral therefrom or render it inoperable, recoveryand/or (ii) sell, receiptlease, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise dispose of the Collateral, or any part thereof, in one or all of such Collateral more parcels at public or in any way relating to private sale or sales, at Secured Party's offices or elsewhere, for cash, on credit, or for future delivery. Upon the rights request of Secured Party, Pledgor shall assemble the Collateral and make it available to Secured Party hereunder, including reasonable attorneys' fees and legal expenses) to the payment in whole or in part of the Obligations. After so applying such net proceeds and after the payment at any place designated by Secured Party of any other amount required by any provision of law, the remaining balance of such net proceeds shall be applied as any court of competent jurisdiction, such Target Stockholder or whomever that is lawfully entitled reasonably convenient to receive such funds may directPledgor and Secured Party. To the extent permitted by applicable law, such Target Stockholder waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Each Target Stockholder Pledgor agrees that Secured Party need shall not be obligated to give more than ten five (105) days days' written notice of the time and place of any public sale or of the time after which a any private sale may take place and that such notice is shall constitute reasonable notification notice of such matters. Any balance Pledgor shall be liable for all expenses of retaking, holding, preparing for sale, or the like, and all reasonable attorneys' fees and other expenses incurred by Secured Party in connection with the collection of the Obligations remaining unsatisfied after Notes and the enforcement of Secured Party's rights under this Agreement. (d) Secured Party may cause any or all of the Collateral held by it to be transferred into the name of Secured Party or the name or names of Secured Party's nominee or nominees. (e) In the event that the proceeds of any sale, collection, or realization upon such of Collateral are insufficient to pay all amounts to which Secured Party is legally entitled, Pledgor shall be recoverable from liable for the Principal Target Stockholders (as deficiency, together with interest thereon at a per annum rate equal to 12%, and together with the costs of collection and the reasonable fees of any attorneys or agents employed to collect such term is defined in the Guaranty and Agreement) to the extent permitted by the Guaranty and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be recovered from any Target Stockholder who is not a Principal Target Stockholder.

REMEDIES; RIGHTS UPON DEFAULT. Each of the Target Stockholders acknowledges and agrees that it is the intention of such Target Stockholder that, upon the occurrence and during the continuance of an Event of Default, Secured Party shall be able to take all necessary and appropriate action to realize upon the Collateral owned by such Target Stockholder in order to receive payment and performance in full of the Obligations owed by such Target Stockholder. If an Event of Default with respect to a Target Stockholder shall occur and be continuing, Secured Party may exercise in 5.1 In addition to all other rights and remedies granted to it in under this Agreement and in the Note, upon the occurrence and during the continuance of any other instrument or agreement securingEvent of Default, evidencing or relating to any the Secured Party shall have and may exercise all of the Obligations all rights rights, powers and remedies of a secured party under the Uniform Commercial Code. Secured Party shall apply UCC, including without limitation, the net proceeds of any collectionsright to sell, recovery, receipt, appropriation, realization or sale of or with respect to such Collateral (after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping lease or otherwise dispose of any or all of the Collateral, and to take possession of the Collateral, and for that purpose the Secured Party may enter peaceably any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the Debtor will not resist or interfere with such action. The Secured Party may require the Debtor to assemble the Collateral and make the same available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties. The Debtor hereby agrees that the place or places of location of the Collateral are places reasonably convenient to it to assemble the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice of the time and place of any public sale or reasonable notice of the time after which any private sale or any other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the Debtor at least ten (10) days before the time of the sale or disposition. The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Secured Party, the whole or any part of said Collateral so sold. Such sales may be adjourned and continued from time to time with or without notice. The Secured Party shall have the right to conduct such sales on the Debtor’s premises or elsewhere and shall have the right to use the Debtor’s premises without charge for such time or times as the Secured Party deems necessary or advisable. Until the Secured Party is able to effect a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use such Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving such Collateral or in its value or for any way relating other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to the Debtor to maintain or preserve the rights of the Debtor as against third parties with respect to Collateral while such Collateral is in the possession of the Secured Party. The Secured Party hereundermay, including reasonable attorneys' fees if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and legal expenses) to the payment in whole or in part enforce any of the Obligations. After so applying Secured Party’s remedies with respect to such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, the remaining balance of appointment without prior notice or hearing as to such net proceeds shall be applied as any court of competent jurisdiction, such Target Stockholder or whomever is lawfully entitled to receive such funds may directappointment. To the maximum extent permitted by applicable law, such Target Stockholder the Debtor waives all claims, damages damages, and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Secured Party as finally determined by a court of competent jurisdiction. 5.2 Upon demand by the Secured Party after the occurrence and during the continuance of an Event of Default, the Debtor will promptly deliver to the Secured Party all proceeds of Collateral, and all original evidences of accounts, chattel paper, instruments, documents, securities or general intangibles of the Debtor, including, without limitation, all checks, drafts, cash and other remittances, notes, trade acceptances or other instruments or contracts for the payment of money, appropriately endorsed to the Secured Party’s order and, regardless of the form of such endorsement, the Debtor hereby waives presentment, demand, notice of dishonor, protest and notice of protest and all other notices with respect thereto. Each Target Stockholder Pending such deposit, the Debtor agrees that Secured Party need it will not give more than ten (10) days notice commingle any such checks, drafts, cash and other remittances with any of the time Debtor’s funds or property, but will hold them separate and place of any public sale or of apart therefrom and upon an express trust for the time after which a private sale may take place and that such notice Secured Party, until delivery thereof is reasonable notification of such matters. Any balance of the Obligations remaining unsatisfied after realization upon such Collateral shall be recoverable from the Principal Target Stockholders (as such term is defined in the Guaranty and Agreement) made to the extent permitted by the Guaranty and Agreement; each such Principal Target Stockholder shall (subject to such limitations in the Guaranty and Agreement) be responsible for any deficiency. No deficiency may be recovered from any Target Stockholder who is not a Principal Target StockholderSecured Party.