Common use of Right of Secured Party to Use and Operate Collateral Clause in Contracts

Right of Secured Party to Use and Operate Collateral. Upon taking possession of the Collateral, Secured Party may, from time to time, make all repairs, replacements, alterations, additions, and improvements to and of the Collateral that Secured Party deems proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's business and to exercise all rights and powers of Debtor in respect to the Collateral as Secured Party shall deem best, including the right to enter into any agreements with respect to the Collateral or any part thereof, that Secured Party sees fit; and Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, and other income of the Collateral and every part thereof. Such rents, issues, profits, fees, revenues, and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof and of all maintenance, repairs, replacements, alterations, additions, and improvements, and to make all payments which Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, and other charges upon the Collateral or any part thereof, and all other payments which Secured Party may be required or authorized to make under any provision of this Security Agreement (including reasonable attorneys' fees and expenses). The remainder of such rents, issues, profits, fees, revenues, and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement and, unless otherwise provided by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummated.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default, to the extent permitted by law, the Secured Party shall have the right and power, with or without legal process, to enter upon any or all of the Debtor's premises, to take possession of all or any part of the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expensesfees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement Section 11 below, and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned paid over to the Debtor. Without limiting the generality of the foregoing, but The Secured Party's rights under this Section 10 are expressly subject to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte any corresponding rights which may concurrently be exercisable by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedCATI.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence of an Event of Default that is continuing: i. Upon exercise of Secured Party’s right to take possession of the Collateral, Secured Party may, from time to time, make all repairs, replacements, alterations, additions, and improvements to and any of the Collateral that Secured Party deems proper. Debtor agrees to shall reimburse Secured Party on demand for any reasonable expenses incurred by Secured Party pursuant to the foregoing authorization and any such unreimbursed amounts expenses shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. ii. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's ’s business and to exercise all rights and powers of Debtor in respect to of the Collateral as Secured Party shall deem bestsees fit, including the right to enter into any agreements with respect to the Collateral or any part thereof, that Secured Party sees fit; and Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, and other income of the Collateral and every part thereof. Such rents, issues, profits, fees, revenues, and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof and of all maintenance, repairs, replacements, processing, alterations, additions, and improvements, and to make all payments which Secured Party may be required or may reasonably elect to make, if any, for taxes, assessments, insurance, and other charges upon the Collateral or any part thereof, and all other payments which Secured Party may be required or authorized to make under any provision of this Security Agreement (including reasonable attorneys' ’ fees and expenses). The remainder of such rents, issues, profits, fees, revenues, and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement and, unless otherwise provided by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedlaw.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence of an Event of Default but subject to the Senior Subordination Agreement, the Secured Party shall have the right and power, with or without legal process, to enter upon the Debtor’s premises, to take possession of all or any part of the tangible Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell the same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall in a commercially reasonably manner deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including reasonable legal costs and attorneys' fees and expenses’ fees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of or priority as the Secured Party shall determine in accordance with (subject to the provisions of the Intercreditor Agreement Section 8 hereof) and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject paid over to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedDebtor.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default and to the extent permitted by law, the Secured Party shall have the right and power, with or without legal process, to enter upon any or all of the Debtor’s premises. to take possession of all or any part of the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, ; and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expensesattorneys fees). The remainder of such rents, issues, profits, . fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement Section 11 below, and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject paid over to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedDebtor.

Right of Secured Party to Use and Operate Collateral. (a) Upon taking the occurrence and during the continuance of any Event of Default, but subject to the provisions of the UCC or other applicable law, the Secured Party shall have the right and power to take possession of all or any part of the Collateral, and to exclude the Company and all persons claiming under the Company wholly or partly therefrom, and thereafter to hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Company, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may reasonably deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to case the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of Debtor the Company in respect to thereto as the Collateral as Secured Party shall deem best, including the right to enter into any and all such agreements with respect to the operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. The reasonable costs and expenses of collection, including, without limitation, attorneys' fees, shall be borne by the Company. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expensesfees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as the Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement and, unless otherwise provided by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality Company or to any person or party lawfully entitled thereto (including, if applicable, any subordinated creditors of the foregoingCompany). (b) After the occurrence and during the continuance of an Event of Default, but subject the Agent may seek to secure the provisions appointment of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made or any part of thereof (to the extent and consummatedin the manner provided by applicable law).

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default, to the extent permitted by law, the Secured Party shall have the right and power, with or without legal process, to enter upon any or all of the Debtor's premises, to take possession of all or any part of the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expensesfees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement Section 11 below, and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject paid over to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedDebtor.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default, to the extent permitted by law, the Secured Party shall have the right and power, with or without legal process, to enter upon any or all of the premises where the Collateral is located and/or any other location at which any Collateral may be maintained, to take possession of all or any part of the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, The Secured Party shall further have the right to operate, manage and control the Collateral Collateral, and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that and/or the sale of Collateral, as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expenses’ fees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement Section 10 below, and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned paid over to the Debtor. Without limiting the generality of the foregoingThe Debtor shall, but subject to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment upon request of the Secured Obligations as described above until a sale Party, cooperate with the Secured Party in all lawful respects in connection with any exercise by the Secured Party of its rights hereunder. Anything elsewhere contained in this Agreement to the contrary notwithstanding, no use or other disposition operation of any of the Collateral, or the conduct of any business associated with any of the Collateral, shall constitute an assumption by the Secured Party of any liabilities or obligations relating to such Collateral shall be finally made or the conduct of such business, and consummatedthe Secured Party hereby disclaims any responsibility for or in respect of any such liabilities and obligations.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence of an Event of Default but subject to the Senior Subordination Agreement and the Junior Subordination Agreement, the Secured Party shall have the right and power, with or without legal process, to enter upon the Debtor’s premises, to take possession of all or any part of the tangible Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell the same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall in a commercially reasonably manner deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including reasonable legal costs and attorneys' fees and expenses’ fees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of or priority as the Secured Party shall determine in accordance with (subject to the provisions of the Intercreditor Agreement Section 8 hereof) and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject paid over to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedDebtor.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default, to the extent permitted by law, the Secured Party shall have the right and power, with or without legal process, to enter upon any or all of the Debtor?s premises. to take possession of all or any part of the Collateral, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, ; and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expenses? fees). The remainder of such rents, issues, profits, . fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement Section 11 below, and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to Debtor. Without limiting the generality of the foregoing, but subject paid over to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above until a sale or other disposition of the Collateral shall be finally made and consummatedDebtor.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default, but subject to the provisions of the Uniform Commercial Code or other applicable law, the Secured Party shall have the right and power to take possession of all or any part of the Collateral, and to exclude the Company and all persons claiming under the Company wholly or partly therefrom, and thereafter to hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Company, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to case the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, Secured Party shall have the right to operate, manage and control the Collateral and to carry on Debtor's the business and to exercise all rights and powers of Debtor the Company in respect to thereto as the Collateral as Secured Party shall deem best, including the right to enter into any and -E-181- all such agreements with respect to the operation of the Collateral or any part thereof, that thereof as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including reasonable legal costs and attorneys' fees and expensesfees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations as provided in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement and, unless otherwise provided by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned to DebtorSection 11. Without limiting the generality of the foregoing, but subject to foregoing the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by the Secured Party to enforce its rights and remedies hereunder in order to manage, protect, preserve, sell and preserve otherwise dispose of all or any portion of the Collateral and continue the operation of the business of Debtor the Company, and to collect all revenues and profits thereof and apply them the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment of the Secured Obligations as described above aforesaid until a sale or other disposition of the such Collateral shall be finally made and consummated.

Right of Secured Party to Use and Operate Collateral. Upon taking the occurrence and during the continuance of any Event of Default, to the extent permitted by law, the Secured Party shall have the right and power, with or without legal process, to enter upon any or all of the premises where the Equipment is located and/or any other location at which any Equipment may be maintained, to take possession of all or any part of the CollateralEquipment, and to exclude the Debtor and all persons claiming under the Debtor wholly or partly therefrom, and thereafter to sell same in accordance herewith and/or hold, store, and/or use, operate, manage and control the same. Upon any such taking of possession, the Secured Party may, from time to time, at the expense of the Debtor, make all such repairs, replacements, alterations, additions, additions and improvements to and of the Collateral that as the Secured Party deems may deem proper. Debtor agrees to reimburse Secured Party on demand for any expenses incurred by Secured Party pursuant to the foregoing authorization and any unreimbursed amounts shall constitute amounts owing under the Secured Obligations for all purposes under this Security Agreement. In any such case, subject to and to the extent permitted by the provisions of the Intercreditor Agreement, the UCC, or other applicable law, The Secured Party shall further have the right to operate, manage and control the Collateral Collateral, and to carry on Debtor's the business and to exercise all rights and powers of the Debtor in respect to thereof as the Collateral as Secured Party shall deem bestproper, including the right to enter into any and all such agreements with respect to the leasing and/or operation of the Collateral or any part thereof, that and/or the sale of Equipment, as the Secured Party sees may see fit; and the Secured Party shall be entitled to collect and receive all rents, issues, profits, fees, revenues, revenues and other income of the Collateral same and every part thereof. Such rents, issues, profits, fees, revenues, revenues and other income shall be applied to pay the expenses of holding and operating the Collateral and of conducting the business thereof thereof, and of all maintenance, repairs, replacements, alterations, additions, additions and improvements, and to make all payments which the Secured Party may be required or may elect to make, if any, for taxes, assessments, insurance, insurance and other charges upon the Collateral or any part thereof, and all other payments which the Secured Party may be required or authorized to make under any provision of this Security Agreement (including legal costs and reasonable attorneys' fees and expensesfees). The remainder of such rents, issues, profits, fees, revenues, revenues and other income shall be applied to the payment of the Secured Obligations in such order of priority as Secured Party shall determine in accordance with the provisions of the Intercreditor Agreement Section 10 below, and, unless otherwise provided or required by law or by a court of competent jurisdiction, any surplus from the sale of the Collateral shall be returned paid over to the Debtor. Without limiting the generality of the foregoingThe Debtor shall, but subject to the provisions of the Intercreditor Agreement, Secured Party shall have the right to apply for and have a receiver appointed ex-parte by a court of competent jurisdiction in any action taken by Secured Party to enforce its rights and remedies hereunder in order to manage, protect, and preserve the Collateral and continue the operation of the business of Debtor and to collect all revenues and profits thereof and apply them to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, and to the payment upon request of the Secured Obligations as described above until a sale Party, cooperate with the Secured Party in all lawful respects in connection with any exercise by the Secured Party of its rights hereunder. Anything elsewhere contained in this Agreement to the contrary notwithstanding, no use or other disposition operation of any of the Collateral, or the conduct of any business associated with any of the Collateral, shall constitute an assumption by the Secured Party of any liabilities or obligations relating to such Collateral shall be finally made or the conduct of such business, and consummatedthe Secured Party hereby disclaims any responsibility for or in respect of any such liabilities and obligations.