Common use of Rights and Remedies of the Secured Party Clause in Contracts

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent may cause any one or more of the following to occur, all of which are authorized by Debtor: (A) The Collateral Agent may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx agrees to promptly assemble and make available the Collateral if the Collateral Agent so requires. Debtor authorizes the Collateral Agent to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral Agent, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such securities. (E) The Collateral Agent shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable. (F) The Collateral Agent may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (H) To the extent permitted by applicable law, the Collateral Agent, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent may demand, collect, issue receipts for, settle, compromise, adjust, sue for, foreclose, or otherwise realize on the Collateral as the Collateral Agent may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral Agent. (ii) The Collateral Agent may deduct from the proceeds of any sale of the Collateral all Collateral Agent Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral Agent’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral Agent; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx Debtor agrees to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (Di) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly i)publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (ED) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable. (FE) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (GF) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (HG) To the extent permitted by applicable law, the Collateral AgentSecured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts for, settle, compromise, adjust, sue xxx for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral AgentSecured Party. (ii) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral AgentSecured Party; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by DebtorObligors: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx The Company agrees to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes Obligors authorize the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtorthe Company’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent Secured Party may sell the Collateral or the Pledged Equity at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s Obligors’ premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities Debtor to register such securities for public sale under the Securities Act of 1933. The Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (E) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor Obligors a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor Obligors at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, value in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor Obligors as far in advance of such disposition as is practicable. (F) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (H) To the extent permitted by applicable law, the Collateral AgentSecured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue payments, rents, income, and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts for, settle, compromise, adjust, sue xxx for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of DebtorObligors, (1) receive, open, open and dispose of mail addressed to Debtor; Obligors, (2) change any address to which mail and payments are to be sent; , and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor obligors on any Collateral to make payments directly to the Collateral AgentSecured Party. (ii) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor Obligors shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately promptly by DebtorObligors, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor Obligors by the Collateral AgentSecured Party; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx Debtor agrees to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale)) for the purposes of satisfying the Obligations. In the case of a sale of Pledged Equity, the Collateral Agent Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (E) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable. (F) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (H) To the extent permitted by applicable law, the Collateral AgentSecured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts for, settle, compromise, adjust, sue for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral AgentSecured Party. (ii) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral AgentSecured Party; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

Rights and Remedies of the Secured Party. (ia) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor: (Ai) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary or reasonable to protect its security interest interests in the Collateral. Dxxxxx Debtor agrees to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. . (ii) Debtor authorizes the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (Biii) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warrantycharge, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (Civ) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (Dv) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof)both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent may, in such event, bid for the purchase of such securities. (Evi) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: : (1A) the Collateral Agent Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2B) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in valuevalue and (C) if the sale is to be a public sale, the Secured Party shall also give notice of the time and place by publishing a notice at least twice, the first at least 20 calendar days before the date of the sale, in a newspaper of general circulation, if one exists, in the county in which case the Collateral Agent shall use commercially reasonable efforts sale is to provide such notice to Debtor as far in advance of such disposition as is practicablebe held. (Fvii) The Collateral Agent Secured Party may credit bid and purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment thereforsale. (Gviii) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1i) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2ii) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, bond and (3iii) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note Notes from the date of expenditure until repaid. (Hix) To the extent permitted by applicable law, the Collateral AgentThe Secured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. Collateral (including the Residuals). (x) The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral (including the Residuals) into its own name or that of its nominee(s) nominee and receive the Revenue payments, rents, income, and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, Residuals or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts receipt for, settle, compromise, adjust, sue xxx for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then duedetermine. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of Debtor, (1) receive, open, open and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any CollateralCollateral (including the Residuals). To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor obligors on any Collateral (including the Residuals) to make payments directly to the Collateral AgentSecured Party. (iib) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral Agent; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminatedSecured Party.

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx agrees Debtor agree to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes authorize the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (E) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable. (F) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (H) To the extent permitted by applicable law, the Collateral Agent, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent may demand, collect, issue receipts for, settle, compromise, adjust, sue for, foreclose, or otherwise realize on the Collateral as the Collateral Agent may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral Agent. (ii) The Collateral Agent may deduct from the proceeds of any sale of the Collateral all Collateral Agent Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral Agent’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral Agent; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.,

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by DebtorObligors: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx agrees Obligors agree to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes Obligors authorize the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s Obligors’ labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accountsaccount, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s Obligors’ premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent Secured party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (E) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor Obligors a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor Obligors at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, value in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor Obligors as far in advance of such disposition as is practicable, and (3) if the sale is to be a public sale, the Secured Party shall also give notice of the time and place by publishing a notice at least twice, the first at least twenty (20) days before the date of the sale, in a newspaper of general circulation, if one exists, in the county in which the sale is to be held. (F) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (H) To the extent permitted by applicable law, the Collateral AgentThe Secured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue payments, rents, income, and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts for, settle, compromise, adjust, sue xxx for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of DebtorObligors, (1) receive, open, open and dispose of mail addressed to Debtor; Obligors, (2) change any address to which mail and payments are to be sent; , and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor obligors on any Collateral to make payments directly to the Collateral AgentSecured Party. (ii) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor Obligors shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by DebtorObligors, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor Obligors by the Collateral AgentSecured Party; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx Debtor agrees to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale)) for the purposes of satisfying the Obligations. In the case of a sale of Pledged Equity, the Collateral Agent Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (E) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable. (F) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent The Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. The Debtor acknowledges and agrees that the Secured Party shall have the rights with respect to the appointment of a receiver as described herein, even if such right is not statutorily provided under applicable law. Notwithstanding anything to the contrary herein or in the Note or in any other Subscription Documents, Xxxxxx acknowledges and agrees that the Secured Party shall have the right with respect to the appointment of a receiver as described herein, in any jurisdiction at the sole discretion of the Secured Party. (H) To the extent permitted by applicable law, the Collateral AgentThe Secured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts for, settle, compromise, adjust, sue for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral AgentSecured Party. (ii) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral AgentSecured Party; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.

Rights and Remedies of the Secured Party. (i) Upon the occurrence and during the continuance of an Event of Default, without notice of election and without demand, the Collateral Agent Secured Party may cause any one or more of the following to occur, all of which are authorized by Debtor: (A) The Collateral Agent Secured Party may make such payments and do such acts as it reasonably considers necessary to protect its security interest in the Collateral. Dxxxxx Debtor agrees to promptly assemble and make available the Collateral if the Collateral Agent Secured Party so requires. Debtor authorizes the Collateral Agent Secured Party to enter the premises where any of the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the reasonable opinion of the Collateral AgentSecured Party, appears to be prior or superior to its security interest in violation of this Agreement, and to pay all reasonable expenses incurred in connection therewith. (B) The Collateral Agent Secured Party shall be automatically deemed to be granted a license or other appropriate right to use, without charge or representation or warranty, Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral. (C) The Collateral Agent Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral. (D) The Collateral Agent Secured Party may sell the Collateral at either a public or private sale, or both (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own accounts, for investment and not with a view to the distribution or resale thereof), by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) as is commercially reasonable (it not being necessary that the Collateral be present at any such sale). In the case of a sale of Pledged Equity, the Collateral Agent Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Debtor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Collateral Agent Secured Party may, in such event, bid for the purchase of such securities. (E) The Collateral Agent Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (1) the Collateral Agent Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made, (2) the notice shall be personally delivered or mailed, postage prepaid, to Debtor at least ten (10) days before the date fixed for the sale, or at least ten (10) days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value, in which case the Collateral Agent Secured Party shall use commercially reasonable efforts to provide such notice to Debtor as far in advance of such disposition as is practicable. (F) The Collateral Agent Secured Party may purchase all or any portion of the Collateral at any public sale by credit bid or other appropriate payment therefor. (G) To the extent permitted by applicable law, the Collateral Agent Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (1) the Collateral Agent Secured Party may have a receiver appointed as a matter of right, (2) the receiver may be an employee of the Collateral Agent Secured Party and may serve without bond, and (3) all fees of the receiver and his or her attorney shall be Collateral Agent Secured Party Expenses and become part of the Obligations and shall be payable on demand, with interest at the Rate specified in the Note from the date of expenditure until repaid. (H) To the extent permitted by applicable law, the Collateral AgentSecured Party, either itself or through a receiver, may collect the payments, rents, income, dividends, distributions and revenues (together, “Revenue”) from the Collateral. The Collateral Agent Secured Party may at any time, in its reasonable discretion, transfer any Collateral into its own name or that of its nominee(s) and receive the Revenue therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as the Collateral Agent Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, loans receivable, insurance policies, instruments, chattel paper, choses in action, or similar property, the Collateral Agent Secured Party may demand, collect, issue receipts for, settle, compromise, adjust, sue xxx for, foreclose, or otherwise realize on the Collateral as the Collateral Agent Secured Party may determine (in its reasonable discretion), whether or not the Obligations are then due. For these purposes, the Collateral Agent Secured Party may, on behalf of and in the name of Debtor, (1) receive, open, and dispose of mail addressed to Debtor; (2) change any address to which mail and payments are to be sent; and (3) endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to the payment, shipment, or storage of any Collateral. To facilitate collection, the Collateral Agent Secured Party may notify account debtors and Debtor on any Collateral to make payments directly to the Collateral AgentSecured Party. (ii) The Collateral Agent Secured Party may deduct from the proceeds of any sale of the Collateral all Collateral Agent Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of the Collateral Agent Secured Party provided for herein, irrespective of whether suit is commenced. If such deduction does not occur (in the Collateral AgentSecured Party’s reasonable discretion), upon demand, Debtor shall pay all of such Collateral Agent Secured Party Expenses. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by the Collateral AgentSecured Party; provided, however, that if any excess exists at a time when any of the Obligations remain outstanding, such excess shall instead remain as part of the Collateral and continue to be subject to the security interest in Section 3(a) above until such time as all of the Obligations have been fully satisfied or otherwise terminated.