Common use of Rights and Remedies Upon Default Clause in Contracts

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the CompanyDebtor's premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the CompanyDebtor's respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Parties shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the Companya Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesAmended Note, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powersright: (ai) The Secured Party shall have Subject to the right provisions of the UCC and applicable state laws, to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtors shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Debtors’ respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) Upon written notice to either Debtor by the Secured Party, all rights of such Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of such Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, the Secured Party shall have the right to receive any interest, cash dividends or other payments on the Collateral and, at the option of the Secured Party, to exercise in the Secured Party’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, the Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or the Debtors or any of its direct or indirect subsidiaries. (iii) The Secured Party shall have the right to operate the business of the Company each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such commercially reasonable terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Companysuch Debtor, which are hereby waived and released. (iv) The Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Secured Party, and to enforce each Debtor’s rights against such account debtors and obligors. (v) The Secured Party, may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party, or its designee. (vi) The Secured Party may (but is not obligated to) transfer any or all Intellectual Property registered in the name of each Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of After any Event of Default shall have occurred and at any time thereafterwhile such Event of Default is continuing: (a) Upon the written consent of the Majority Secured Parties, the Secured Party shall have Parties may exercise in addition to all other rights and remedies granted to them under this Security Agreement, or the right to exercise Notes all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Secured Parties, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other applicable law person, may (including i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Uniform Commercial Code of any jurisdiction manner provided herein) the Collateral, and in which any Collateral is then located). Without limitation, connection with the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Trademark, enterCopyright, with the aid or process used or owned by Grantor and assistance of any person(ii) forthwith collect, any premises where receive, appropriate and realize upon the Collateral, or any part thereof, is and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any Secured Party's offices or elsewhere at such prices as it may be placed and remove deem commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. Grantor further agrees, at the sameMajority Secured Parties' request, and the Company shall to assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the CompanyGrantor's premises or elsewhere. The Secured Parties shall apply the net proceeds of any such collection, and make available to recovery, receipt, appropriation, realization or sale as provided in Section 7(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application. Grantor agrees that the Secured Party, without rent, all Parties need not give more than ten (10) days' notice of the Company's respective premises time and facilities for the purpose place of any public sale or of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable formtime after which a private sale may take place and that such notice is reasonable notification of such matters. (b) The As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Secured Party Parties shall have the determine to exercise their right to operate sell the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all whole or any part of such Collateral hereunder, such Collateral or the Collateralpart thereof to be sold shall not, at public for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the "Act"), the Secured Parties may, in their discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels manner and at under such time or times and at such place or places, and upon such terms and conditions circumstances as the Secured Party Parties may deem commercially reasonablenecessary or advisable, all without (except as but subject to the other requirements of this Section 7(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Parties may, in their discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 7(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Secured Parties shall not be required to effect such registration or cause the same to be effected but may, in their discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Secured Parties may, in their discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors' rights and the Act and all applicable state securities laws. (c) Grantor also agrees to pay all fees, costs and expenses of the Secured Parties, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of their rights and remedies hereunder. (d) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Security Agreement or demand upon or notice to the Company or right any Collateral. (e) The Proceeds of redemption of the Company, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldpursuant to this security interest and this Security Agreement shall be distributed by the Secured Parties in the following order of priorities: FIRST, free from to each Secured Party in an amount sufficient to pay in full the costs of such Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and discharged advances incurred or made by any Secured Party in connection therewith, including, without limitation, reasonable attorneys' fees; SECOND, to the Secured Parties in amounts proportional to the Pro Rata share of the then unpaid Secured Obligations of each Secured Party; and FINALLY, upon payment in full of the Secured Obligations, to Grantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct. (f) The costs of enforcing or pursuing any right or remedy hereunder, including without limitation any repossession, sale, possession and management (including, without limitation, reasonable attorneys' fees), and distribution shall be borne Pro Rata by the Secured Parties. Each Secured Party shall reimburse the other Secured Parties, as applicable, for its Pro Rata share of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and releasedsuch costs promptly upon demand.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebenture, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the CompanyDebtor's premises or elsewhere, and make available to the Secured Party, without rent, all of the CompanyDebtor's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the Companya Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default and at any time thereafterDefault, the Collateral Agent, for itself and behalf of each Secured Party Party, shall have the right to exercise all of the remedies conferred hereunder and under the Financing Agreement and the Notes, at law and in equity, and the Collateral Agent, for itself and on behalf of each Secured Party Party, shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party Collateral Agent shall also have the following rights and powers: (a) The Secured Party Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enterenter (with respect to leased premises, to the extent permitted by the owner thereof), with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligors shall assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at the Company's Obligors’ premises or elsewhere, and make available to the Secured PartyCollateral Agent, without rentrent paid by the Collateral Agent, all of the Company's Obligors’ respective premises and facilities for the purpose of the Secured Party Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Collateral Agent shall have the right to operate the business of the Company Obligors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Collateral Agent may deem commercially reasonablereasonable and in accordance with all applicable laws, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligors or right of redemption of the CompanyObligors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Collateral Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligors, which are hereby waived and released. (c) Each of the Obligors agrees that, upon the occurrence and during the continuance of an Event of Default, Collateral Agent shall have the absolute right to seek the immediate appointment of a receiver for all or any portion of the Collateral and/or any other real or personal property of the Obligors given as security for the payment and performance of the Obligors’ obligations under this Agreement, the Notes, the Financing Agreement and the other Transaction Documents. Such right to the appointment of a receiver for the assets of the Obligors shall exist regardless of the value of the security for the amounts due under the Notes or secured hereby or of the solvency of any party bound for the payment of such indebtedness. Obligors hereby irrevocably consent to such appointment and, upon the occurrence of an Event of Default under Section 10.1(c) or Section 10.1(d) of the Financing Agreement, waive notice of any application thereof, and agree that such appointment may be made by Collateral Agent on an ex parte basis.

Rights and Remedies Upon Default. Upon occurrence of any Event of -------------------------------- Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Upon occurrence of any Event of Default default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party shall have the following rights and powers: (ai) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company each Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Companysuch Debtor's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's such Debtor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) Upon notice to the Debtors by Secured Party, all rights of each Debtor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise and all rights of each Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Secured Party shall have the right to receive any interest, cash dividends or other payments on the Collateral and, at the option of Secured Party, to exercise in such Secured Party’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Debtor or any of its direct or indirect subsidiaries. (iii) The Secured Party shall have the right to operate the business of the Company each Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company any Debtor or right of redemption of the Companya Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Companyany Debtor, which are hereby waived and released. (iv) The Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Secured Party and to enforce the Debtors’ rights against such account debtors and obligors. (v) The Secured Party may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party or its designee. (vi) The Secured Party may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral. (b) Each Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without limitation, its right following a default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

Rights and Remedies Upon Default. Upon occurrence of (A) Beginning on the date which is thirty (30) business days after any Event of Default, except that such period shall be ten (10) business days for an Event of Default arising from a payment not timely made by Grantor, shall have occurred and at any time thereafterwhile such Event of Default is continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Secured Party shall have Note, the right to exercise all of the remedies conferred hereunder License and Development Agreement and under the Notesany other instrument or agreement securing, and evidencing or relating to the Secured Party shall have Obligations, all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law law), may (including i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitationmanner provided herein) the Collateral, the Secured Party shall have the following rights and powers: (aii) The Secured Party shall have the right to take possession of the Collateral andforthwith collect, for that purposereceive, enter, with the aid appropriate and assistance of any person, any premises where realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Secured Party's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in this Section 5 to enter the premises where the Collateral is located, to take possession of the Collateral, or may be placed and remove the sameany part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or lien which, in the Company opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at Secured Party's request, to assemble the its Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the CompanyGrantor's premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 5(e), below, with Grantor remaining liable for any deficiency remaining unpaid after such application, and make available only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Secured Party, without rent, all Party arising out of the Company's respective premises repossession, retention or sale of the Collateral. Grantor agrees that Secured Party need not give more than ten (10) days' notice of the time and facilities place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral are insufficient to pay all amounts to which Secured Party is entitled from Grantor, Grantor also being liable for the purpose attorney costs of the any attorneys employed by Secured Party taking possession of, removing or putting the Collateral in saleable or disposable formto collect such deficiency. (bB) The Secured Party shall have the right to operate the business Grantor agrees that in any sale of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose any of and deliver all or any part of the such Collateral, whether at public or private a foreclosure sale or otherwise, either Secured Party is hereby authorized to comply with any limitation or without special conditions restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications), or stipulationsin order to obtain any required approval of the sale or of the purchaser by any governmental authority, for cash or on credit or for future delivery, and Grantor further agrees that such compliance shall not result in such parcel sale being considered or parcels and at such time or times and at such place or placesdeemed not to have been made in a commercially reasonable manner, and upon such terms and conditions as the nor shall Secured Party may deem commercially reasonablebe liable nor accountable to Grantor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (C) Grantor also agrees to pay all fees, all costs and expenses of Secured Party, including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (except as shall be required D) Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Security Agreement or demand upon or notice to the Company or right any Collateral. (E) The Proceeds of redemption of the Company, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldshall be distributed by Secured Party in the following order of priorities: FIRST, free from to Secured Party in an amount sufficient to pay in full the reasonable costs of Secured Party in connection with such sale, disposition or other realization, including all fees, costs, expenses, liabilities and discharged of all trustsadvances incurred or made by Secured Party in connection therewith, claimsincluding, right of redemption without limitation, reasonable attorneys' fees; SECOND, to Secured Party in an amount equal to the then unpaid Secured Obligations; and equities FINALLY, upon payment in full of the CompanySecured Obligations, which are hereby waived and releasedto Grantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party Parties shall have all the rights and remedies of a secured party Parties under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligor shall assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the Company's Obligor’s premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Parties shall have the right to operate the business of the Company Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligor or right of redemption of the CompanyObligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures and the Warrants, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of If any Event of Default shall occur and be continuing, then, in each and every such case, Secured Party may, at any time thereafter, the Secured Party shall have the right to thereafter exercise all and/or enforce any of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: remedies, at Secured Party's option: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession control of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assignlicense, sell, lease sell or otherwise dispose of and deliver of, all or any part of the Collateral; (b) take any other action which Secured Party deems necessary or desirable to protect and realize upon its security interest in the Collateral; and (c) in addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by Secured Party under any other provisions of this Security Agreement, the Purchase Agreement, the Consideration Note, or as provided by applicable law including, without limitation, the Uniform Commercial Code. In taking possession of the Collateral, Secured Party may enter Grantor's premises and otherwise proceed without legal process, if this can be done without breach of the peace, and also may require Grantor to, and Grantor agrees that it will at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties. Prior to the disposition of the Collateral, the Secured Party may store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Secured Party deems appropriate. Secured Party may sell the Collateral or any part thereof in one or more parcels at public or private sale sale, at any of Secured Party's offices or otherwise, either with or without special conditions or stipulationselsewhere, for cash or cash, on credit or for future delivery, in such parcel or parcels and at such time or times and at such place price or places, prices and upon such other terms and conditions as the Secured Party may deem commercially reasonable. Each purchaser at any such sale shall hold the property sold absolutely free of any claim or right on the part of Grantor, and Grantor hereby waives (to the extent permitted by applicable law) all without (except as rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor agrees that, to the extent notice of sale shall be required by applicable statute law, at least ten (10) days' notice to Grantor of the time and canplace of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be waived) advertisement obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or demand upon or notice private sale from time to time by announcement at the Company or right of redemption time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Grantor hereby waives any claims against Secured Party arising by reason of the Companyfact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. Secured Party shall have the right (but not the obligation) to bring suit, in the name of Grantor, Secured Party or otherwise, to enforce any Intellectual Property Rights constituting part of the Collateral, in which are hereby expressly waivedevent Grantor shall, at the request of Secured Party, do any and all lawful acts and execute and any documents required by Secured Party in aid of such enforcement. Upon each such salewritten demand from Secured Party, lease, Grantor shall execute and deliver to Secured Party an assignment or other transfer assignments of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any Intellectual Property constituting part of the Collateral being soldand such other documents as are necessary or appropriate to carry out the intent and purposes of this Security Agreement, free from and discharged of all trusts, claims, right of redemption and equities but such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Secured Party receives cash proceeds in respect of the Companysale of, which are hereby waived and releasedor other realization upon, such Intellectual Property.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default that has not been cured as provided for herein and in other agreements related to this transaction and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party Party, shall have the right to exercise all of the remedies conferred hereunder and hereunder, under the NotesAsset Purchase Agreement and/or under the Note, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party Party, shall have the following rights and powers: (ai) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party at places Party. (ii) Upon notice to the Debtor by Secured Party, all rights of Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Secured Party shall reasonably selecthave the right to receive, whether any interest, cash dividends or other payments on the Collateral and, at the Company's premises or elsewhere, and make available to the option of Secured Party, to exercise in such Secured Party's discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if it were the sole and absolute owner thereof, including, without rentlimitation, to vote and/or to exchange, at its sole discretion, any or all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession ofCollateral in connection with a merger, removing reorganization, consolidation, recapitalization or putting other readjustment concerning or involving the Collateral in saleable or disposable formDebtor or any of its direct or indirect subsidiaries. (biii) The Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the CompanyDebtor, which are are' hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Companyany Debtor, which are hereby waived and released. (iv) The Secured Party shall have the right (but not the obligation) to notify any account Debtor and any obligors under instruments or accounts to make payments directly to the Secured Party, and to enforce the Debtor' rights against such account Debtor and obligors. (v) The Secured Party, may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party, or its designee. (vi) The Secured Party may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral. (b) For the purpose of enabling the Secured Party to further exercise rights and remedies under this Section 14 or elsewhere provided by agreement or applicable law, Debtor hereby grants to Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Debtor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by Debtor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default that has not been cured as provided for herein and in other agreements related to this transaction and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party Secured Party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Obligor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligor or right of redemption of the CompanyObligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of SECURED PARTY'S APPOINTMENT AS ATTORNEY-IN-FACT; PERFORMANCE BY SECURED PARTY. 5.1 If any Event of Default shall occur and be continuing, then, in each and every such case, Secured Party may, at any time thereafter, the Secured Party shall have the right to thereafter exercise all and/or enforce any of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: remedies, at Secured Party's option: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession control of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assignlicense, sell, lease sell or otherwise dispose of and deliver of, all or any part of the Collateral; (b) take any other action which Secured Party deems necessary or desirable to protect and realize upon its security interest in the Collateral; and (c) in addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by Secured Party under any other provisions of this Security Agreement, the Purchase Agreement, the Consideration Note, or as provided by applicable law including, without limitation, the Uniform Commercial Code. In taking possession of the Collateral, Secured Party may enter Grantor's premises and otherwise proceed without legal process, if this can be done without breach of the peace, and also may require Grantor to, and Grantor agrees that it will at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties. Prior to the disposition of the Collateral, the Secured Party may store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Secured Party deems appropriate. Secured Party may sell the Collateral or any part thereof in one or more parcels at public or private sale sale, at any of Secured Party's offices or otherwise, either with or without special conditions or stipulationselsewhere, for cash or cash, on credit or for future delivery, in such parcel or parcels and at such time or times and at such place price or places, prices and upon such other terms and conditions as the Secured Party may deem commercially reasonable. Each purchaser at any such sale shall hold the property sold absolutely free of any claim or right on the part of Grantor, and Grantor hereby waives (to the extent permitted by applicable law) all without (except as rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor agrees that, to the extent notice of sale shall be required by applicable statute law, at least ten (10) days' notice to Grantor of the time and canplace of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be waivedobligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Grantor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. Secured Party shall have the right (but not the obligation) advertisement to bring suit, in the name of Grantor, Secured Party or otherwise, to enforce any Intellectual Property Rights or Accounts constituting part of the Collateral, in which event Grantor shall, at the request of Secured Party, do any and all lawful acts and execute and any documents required by Secured Party in aid of such enforcement. Upon written demand upon from Secured Party, Grantor shall execute and deliver to Secured Party an assignment or assignments of the Intellectual Property, Contracts or Accounts constituting part of the Collateral and such other documents as are necessary or appropriate to carry out the intent and purposes of this Security Agreement, but such an assignment and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Secured Party receives cash proceeds in respect of the sale of, or other realization upon, such Intellectual Property, Contracts or Accounts. 5.2 In addition to the foregoing set forth in Section 5.1: (a) Subject to Section 5.2(b) below, Grantor hereby irrevocably constitutes and appoints Secured Party, and any officer or agent of Secured Party, with full power of substitution, as its true and lawful attorney-in-fact with full, irrevocable power and authority in the place and stead of Grantor and in the name of Grantor or in its own name, from time to time at Secured Party's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby gives Secured Party the power and right, on behalf of Grantor, without notice to or assent by Grantor to do the Company following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due or right to become due under any Collateral and, in the name of redemption of the CompanyGrantor, which are hereby expressly waived. Upon each such salein its own name or otherwise to take possession of, leaseendorse and collect any checks, assignment drafts, notes, acceptances or other transfer Instruments for the payment of monies due under any Collateral and to file any claim or take or commence any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Secured Party for the purpose of collecting any and all such monies due under any Collateral whenever payable; (ii) to pay or discharge any Liens, including, without limitation, any tax lien, levied or placed on or threatened against the Collateral, to effect any insurance called for by the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase terms of this Security Agreement and to pay all or any part of the Collateral being soldpremiums therefor and the costs thereof, free from which actions shall be for the benefit of Secured Party and discharged not Grantor; (iii) to (1) direct any person liable for any payment under or in respect of all trusts, claims, right of redemption and equities any of the CompanyCollateral to make payment of any and all monies due or to become due thereunder directly to Secured Party or as Secured Party shall direct, (2) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral, (3) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with Accounts that constitute Collateral, (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral, (5) defend any suit, action or proceeding brought against Grantor with respect to any Collateral, (6) settle, compromise or adjust any suit, action or proceeding described above, and in connection therewith, give such discharges or releases as Secured Party may deem appropriate, (7) license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any Intellectual Property throughout the world for such term or terms, on such conditions and in such manner as Secured Party shall in Secured Party's discretion determine and (8) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though Secured Party were the absolute owner thereof for all purposes; and (iv) to do, at Secured Party's option and Grantor's expense, at any time, or from time to time, all acts and things which Secured Party may reasonably deem necessary to protect, preserve or realize upon the Collateral and Secured Party's security interest therein in order to effect the intent of this Security Agreement, all as fully and effectively as Grantor might do. (b) Secured Party agrees that, except upon the occurrence and during the continuation of an Event of Default, they shall not exercise the power of attorney or any rights granted to Secured Party pursuant to this Section 5.2. Grantor hereby ratifies, to the extent permitted by law, all that said attorney shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 5.2 is a power coupled with an interest and shall be irrevocable until the Secured Obligations are hereby waived completely and releasedindefeasibly paid and performed in full. (c) If Grantor fails to perform or comply with any of its agreements contained herein and Secured Party, as provided for by the terms of this Security Agreement, shall perform or comply, or otherwise cause performance or compliance, with such agreement, the reasonable expenses, including reasonable attorneys' fees and costs, of Secured Party incurred in connection with such performance or compliance, together with interest thereon at a rate of interest equal to the highest per annum rate of interest charged on the principal of the Consideration Note, shall be payable by Grantor to Secured Party within five (5) business days of demand and shall constitute Secured Obligations secured hereby.

Rights and Remedies Upon Default. Upon occurrence Subject, with respect to the Secured Obligations relating to the Company's obligations under the Company Guaranty, to Section 2.08 of any the Company Guaranty, upon and after an Event of Default and at any time thereafterwhich has not been waived or cured, the Secured Party shall have the right to exercise following rights and remedies, all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all which may be exercised with or without notice to Pledgor: (A) All of the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of the state where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any jurisdiction other rights and remedies contained in which this Security Agreement, the Agreements, or any of the other Loan Documents or ESOP Loan Documents; (B) The right to foreclose the liens and security instruments created under this Security Agreement or any of the other Loan Documents or ESOP Loan Documents by any available judicial procedure or without judicial process; (C) The right to (i) enter upon the premises of Pledgor through self-help and without judicial process, without first obtaining a final judgment or giving Pledgor notice and opportunity for a hearing on the validity of Secured Party's claim and without any obligation to pay rent to Pledgor, or any other place or places where any Collateral is then located). Without limitationlocated and kept, and remove the Collateral therefrom to the premises of Secured Party shall have the following rights and powers: (a) The or any agent of Secured Party, for such time as Secured Party shall have the right may desire, in order to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where effectively collect or liquidate the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall and/or (ii) require Pledgor to assemble the Collateral and make it available to the Secured Party at places which the a place to be designated by Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available in its sole discretion; (D) The right (to the extent permissible by law with respect to Governmental Receivables) to (i) demand payment of the Accounts; (ii) enforce payment of the Accounts and General Intangibles and enforce all Contract Rights, by legal proceedings or otherwise; (iii) exercise all or any of Pledgor's rights and remedies with respect to the collection of the Accounts and General Intangibles and in respect of Contract Rights; (iv) settle, adjust, compromise, extend or renew the Accounts; (v) settle, adjust or compromise any legal proceedings brought to collect the Accounts or General Intangibles or to enforce Contract Rights; (vi) sell or assign the Accounts, General Intangibles, Contract Rights or other Collateral upon such terms, for such amounts and at such time or times as Secured Party deems advisable; (vii) discharge and release the Accounts; (viii) take control, in any manner, of any item of payment or proceeds; (ix) prepare, file and sign Pledgor's name on a Proof of Claim in bankruptcy or similar document against any account obligor; (x) prepare, file and sign Pledgor's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Accounts; (xi) endorse the name of Pledgor upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory; (xii) use Pledgor's stationery for verifications of the Accounts and notices thereof to account obligors; (xiii) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, General Intangibles, Equipment, Contract Rights or Inventory to which Pledgor has access; and (xiv) do all acts and things and execute all documents necessary, in Secured Party's sole discretion, to collect the Accounts and General Intangibles; (E) The right to sell, assign, lease or to otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, with or without representations and warranties, all as Secured Party, without rentin its sole discretion, all may deem advisable (except, in the case of Government Receivables, to the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing extent such sales or putting the Collateral in saleable or disposable form. (b) The other disposition are prohibited by applicable law). Secured Party shall have the right to operate the business of the Company using the Collateral conduct such sales on Pledgor's premises or elsewhere and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or use Pledgor's premises without special conditions or stipulations, charge for cash or on credit or such sales for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waivedsee fit. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited if it deems it reasonable, postpone or adjourn any sale of the Collateral from time to time by applicable law which canan announcement at the time and place of such postponed or adjourned sale, without being required to give a new notice of sale. Pledgor agrees that Secured Party has no obligation to preserve rights to the Collateral against prior parties or to xxxxxxxx any Collateral for the benefit of any Person. Secured Party is hereby granted a license or other right to use, without charge, Pledgor's labels, patents, copyrights, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and Pledgor's rights under any license and any franchise agreement shall inure to Secured Party's benefit. If any of the Collateral shall require repairs, maintenance, preparation or the like, or is in process or other unfinished state, Secured Party shall have the right, but shall not be waivedobligated to perform such repairs, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such saleable form as Secured Party shall deem appropriate, but Secured Party shall have the right to sell or dispose of the Collateral without such processing. In addition, Pledgor agrees that in the event notice is necessary under applicable law, written notice mailed to Pledgor in the manner specified in either of the Agreements ten (10) days prior to the date of public sale of any of the Collateral or prior to the date after which any private sale or other disposition of the Collateral will be made shall constitute commercially reasonable notice to Pledgor. Secured Party or any Lender may purchase all or any part of the Collateral being soldat public or, if permitted by law, private sale, free from and discharged of all trusts, claims, any right of redemption and equities which is hereby expressly waived by Pledgor and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured Obligations. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the CompanyCollateral shall be applied first to the reasonable expenses (including all reasonable attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like (collectively, the "Administration Expenses"), and then to the satisfaction of all Secured Obligations, application as to particular Secured Obligations or against principal or interest to be in subject to the terms of Section 13 hereof and of the Agreements. Pledgor shall be liable to Secured Party and the Lenders and shall pay to the Secured Party on demand any deficiency which are hereby waived may remain after such sale, disposition, collection or liquidation of the Collateral. Pledgor recognize that the Secured Party may be unable to effect a public sale of securities constituting Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and releasedapplicable state securities or Blue Sky laws, and as a consequence may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to Pledgor than if such Collateral were sold at public sales and that the Secured Party has no obligation to delay the sale of any of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or otherwise qualify them, even if such issuer would agree to register or otherwise qualify such Collateral for public sale under the Securities Act and applicable state securities or Blue Sky laws. Pledgor further agrees, to the extent permitted by applicable law, that the use of private sales made under the foregoing circumstances to dispose of the Collateral shall be deemed to be dispositions in a commercially reasonable manner; (F) The rights and remedies provided to Secured Party or any Lender under this Security Agreement or any of the other Loan Documents or ESOP Loan Documents.

Rights and Remedies Upon Default. Upon occurrence of After any Event of Default shall have occurred and at any time thereafterwhile such Event of Default is continuing: (a) Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Notes or any other agreement between Grantor and Secured Party shall have the right to exercise all of the remedies conferred hereunder Lender, and under the Notesany other instrument or agreement securing, and evidencing or relating to the Secured Party shall have Obligations, all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law law), may (including i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Uniform Commercial Code of any jurisdiction manner provided herein) the Collateral, and in which any Collateral is then located). Without limitation, connection with the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Trademark, enterCopyright, with the aid or process used or owned by Grantor and assistance of any person(ii) forthwith collect, any premises where receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably selectlease, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of Secured Party’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. To the extent Grantor has the right to do so, Grantor authorizes Secured Party, on the terms set forth in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice this Section 7 to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.enter the

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) A. The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) B. The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence and continuance of any Event of Default and at any time thereafter, upon the approval and request from the Secured Party Parties of at least a majority of the aggregate Principal Amount of the Note then outstanding, the Secured Parties shall have the right to exercise all of the remedies conferred to the Secured Parties hereunder and under the NotesNote, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then locatedsubject). Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party shall a. to have the right to a third party custodian take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party Parties for the benefit of the Secured Parties at places which the Secured Party Parties shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form.; and (b) The Secured Party shall have the right b. to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the each Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the each Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the each Secured Party shall have the following rights and powers: (a) The At the option of Secured Party, all rights of Pledgor to exercise the voting and consensual rights and powers which Pledgor is entitled to exercise pursuant to Section 3(cc) shall cease, and shall thereupon and without any further action or notice become vested in Secured Party who shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers in its sole Secured Party shall have receive and continue to be entitled to retain any and all Distributions. THIS ASSIGNMENT OF VOTING RIGHTS IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE BY DISSOLUTION OR OTHERWISE. The exercise of any of the right rights and remedies of Secured Party under this paragraph shall not be or be deemed to take possession be a disposition of Collateral under Article 9 of the Commercial Code as in effect in any applicable jurisdiction (or an acceptance or a retention or a proposal to accept or retain all or any part of the Collateral and, for that purpose, enter, with the aid and assistance in satisfaction of any person, any premises where the Collateral, all or any of the Obligations). Any and all Distributions received by Secured Party pursuant to the provisions of this paragraph shall be retained by Secured Party as part thereof, is or may be placed and remove the same, and the Company shall assemble of the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral applied in saleable or disposable formaccordance with Section 7 hereof. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Pledgor or right of redemption of the CompanyPledgor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyPledgor, which are hereby waived and released.

Rights and Remedies Upon Default. 6.1 Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party upon default under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction UCC; in which any Collateral is then located). Without limitationaddition to which, the Secured Party shall have all of the following rights and powers: remedies: (aA) The Secured Party shall have to collect the right Receivables Collateral; (B) to take possession of the Collateral andand to maintain and to use the same at the Premises (or elsewhere) pending any disposition thereof; (C) to sell, for that purposelease, enter, with the aid and assistance or otherwise dispose of any personor all of the Collateral in its then condition or following such preparation or processing as the Secured Party deems advisable having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Secured Party's disposition of the Collateral; and/or (D) to apply the Receivables Collateral, or the proceeds of the Collateral, towards (but not necessarily in complete satisfaction of) the Lease Obligations in such order as the Secured Party may determine (in its sole and absolute discretion). The Secured Party may conduct any premises where such sale or other disposition of the Collateral at the Premises (or elsewhere). Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Secured Party shall give the Debtor such notice as may be practicable under the circumstances), the Secured Party shall give the Debtor at least the greater of the minimum notice required by law or seven (7) days' prior written notice of the date, time and place of any proposed public sale, and/or of the date after which any private sale or other disposition of the Collateral may be made. The Secured Party may purchase the Collateral, or any part portion of it, at any public sale conducted pursuant to this Agreement. 6.2 In connection with the Secured Party's exercise of the Secured Party's Rights and Remedies, in accordance with and to the maximum extent permitted by applicable law, the Secured Party may enter upon, occupy, and use any premises owned or occupied by the Debtor, and may exclude the Debtor from such premises or portion thereof as may have been so entered upon, occupied, or used by the Secured Party. The Secured Party shall not be required to remove any of the Collateral from any such premises upon the Secured Party's taking possession thereof, is and may render any Collateral unusable to the Debtor. In no event shall the Secured Party be liable to the Debtor for use or occupancy by the Secured Party of any premises pursuant to this Agreement, nor for any charge (such as wages for the Debtor's employees and utilities) incurred in connection with the Secured Party's exercise of the Secured Party's Rights and Remedies. 6.3 Upon the occurrence of any Event of Default, the Secured Party may be placed and remove require the same, and the Company shall Debtor to assemble the Collateral and make it available to the Secured Party at the Debtor's sole risk and expense at a place or places which designated by the Secured Party shall which are reasonably selectconvenient to both the Secured Party and the Debtor. 6.4 The rights, whether at the Company's premises or elsewhereremedies, powers, privileges, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose discretions of the Secured Party taking possession ofhereunder and under the other Lease Documents (herein, removing the "Secured Party's Rights and Remedies") shall be cumulative and not exclusive of any rights or putting remedies which it otherwise may have. No delay or omission by the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business in exercising or enforcing any of the Company using Secured Party's Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral and Secured Party of any Event of Default shall have the right to assign, sell, lease operate as a waiver of any other default hereunder or otherwise dispose of and deliver all or under any part of the Collateralother Lease Documents. No exercise of any of the Secured Party's Rights and Remedies and no other agreement or transaction of whatever nature entered into between the Secured Party and the Debtor at any time, at public shall preclude any other exercise of the Secured Party's Rights and Remedies. No waiver by the Secured Party of any of the Secured Party's Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. All of the Secured Party's Rights and Remedies and all of the Secured Party's rights, remedies, powers, privileges, and discretions under any Related Party Agreement are cumulative and not alternative or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels exclusive and may be exercised by the Secured Party at such time or times and at in such place or places, and upon such terms and conditions order of preference as the Secured Party in its sole discretion may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and releaseddetermine.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) A. The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) B. The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Each of the following is an “Event of Default” under this Agreement when continuing ten (10) business days’ after written notice is delivered to Company: (i) default shall be made in the payment of the Secured Obligation; (ii) the Company shall make an assignment for the benefit of its creditors or shall file or commence or have filed or commenced against it any proceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the relief of debtors, readjustment of indebtedness, reorganizations, compositions or extensions, or a receiver or trustee shall be appointed for the undersigned; (iii) the liquidation, dissolution, merger or consolidation of Company (except where provision is made in any such transaction for the Secured Party to be paid the ongoing Secured Obligation as well as any accrued but unpaid amount of the Secured Obligation in connection with any such transaction). (b) Upon the occurrence of any Event of Default, Secured Party at its election, may file appropriate UCC or other financing statements (subject to prior approval of the Company, such approval not to be unreasonably withheld or delayed), or other documents to perfect its security interest in the Collateral, together with any and all continuation, amendments and modification filings related thereto and any other filings or recordings Secured Party deems necessary or appropriate with respect to the Collateral and Secured Party’s interest therein, and declare the entire outstanding balance of the Secured Obligation, immediately due and payable, together with all costs of collection, including reasonable attorneys’ fees, or may exercise upon or enforce its rights in the Collateral, as set forth herein or under applicable law. (c) If an Event of Default shall occur, then, in each and every such case, Secured Party may at any time thereafterthereafter exercise and/or enforce any of the following rights and remedies at Secured Party's option: (1) The Secured Obligation shall, at Secured Party's sole option, become immediately due and payable. (2) At its option: (a) take any reasonable and lawful action to protect and realize upon its security interest in the Collateral; and (b) in addition to the foregoing, and not in substitution therefor, exercise any one or more of the rights and remedies exercisable by Secured Party under any other provision of this Agreement, or as provided by applicable law (including, without limitation, the UCC). Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right no duty to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where action to preserve or collect the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence and during the continuation of any Event of Default and at any time thereafterDefault, the Agent (on behalf of, and for the benefit of itself and each Secured Party Party) shall have the right to exercise all of the remedies conferred hereunder and hereunder, under the NotesDebentures, and the Agent and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party Parties shall have the following rights and powerspowers upon and during the continuance of an Event of Default: (a) The Secured Party Agent shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, without breaching the peace enter, with the aid and assistance of any personperson previously identified to, and approved in writing by, the Borrower, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Borrower shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether Agent at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable formBorrower’s premises. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and Agent shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Borrower or right of redemption of the CompanyBorrower, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyBorrower, which are hereby waived and released. (c) The Agent may sublicense or, to the same extent the Borrower is permitted by law and contract to do so, whether on an exclusive or non-exclusive basis, any of the Collateral throughout the world for such period, on such conditions and in such manner as the Agent shall, in its reasonable discretion, determine. (d) The Agent may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sublicensee all rights and remedies of the Borrower in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. (e) The Agent may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 11, execute and deliver on behalf of the Borrower one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as the Secured Parties may determine advisable. (f) In the event that any Secured Party shall recover from the Borrower or the Collateral more than its pro rata share of the Obligations owed to all Secured Parties hereunder, whether by agreement, understanding or arrangement with the Borrower or any other Person, set off or other means, such Secured Party shall immediately deliver or pay over to the other Secured Parties their pro rata portion of any such recovery in the form received. (g) Agent may, at any time or times that an Event of Default exists or has occurred and is continuing: (i) notify any or all accounts of the Borrower (“Accounts”) that such Accounts have been assigned to Secured Parties and that Secured Parties have a security interest therein and Agent may direct any or all accounts Borrower to make payment of accounts directly to Secured Parties, (ii) extend the time of payment of, compromise, settle or adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any other party or parties in any way liable for payment thereof without affecting any of the Obligations, (iii) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Agent shall not be liable for its failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (iv) take whatever other action Agent may deem necessary or desirable for the protection of its interests.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Promissory Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Obligor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligor or right of redemption of the CompanyObligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the each Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the each Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the each Secured Party shall have the following rights and powers: (a) The Majority Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Majority Secured Party at places which the Majority Secured Party shall reasonably select, whether at the CompanyDebtor's premises or elsewhere, and make available to the Majority Secured Party, without rent, all of the CompanyDebtor's respective premises and facilities for the purpose of the Majority Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Majority Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Majority Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the Companya Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Majority Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which are hereby waived and released. For purposes of this Agreement, "MAJORITY SECURITY PARTY" shall mean the Secured Party or Security Parties that hold in the aggregate a Debenture or Debentures representing a majority in aggregate principal amount of all Debentures.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) A. The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) B. The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral including the Exclusions set forth in Section 1(a), and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and the Exclusions and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of Beginning on the date on which any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notesoccurred, and the Secured Party shall have while such Event of Default is continuing: (a) Holder may exercise, in addition to all the other rights and remedies granted to it under this Agreement, all rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable formCode. (b) The Secured Party shall have Company hereby waives presentment, demand, protest or any notice (to the right to operate maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. (c) The Company shall, at the business request of Holder, assemble the Collateral at such place or places as may be reasonably designated by Holder. (d) Holder may, in its sole discretion, in its name or in the name of the Company using or otherwise, demand, sue for, collect or receive any money or property at any time payable xx receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) Holder may, upon ten (10) days' prior written notice to the Company of the time and place (which notice the Company hereby agrees is commercially reasonable notification for purposes hereof), with respect to the Collateral and or any part thereof which shall have then be or shall thereafter come into the right to assignpossession, sellcustody or control of Holder, lease sell lease, assign or otherwise dispose of and deliver all or any part of the such Collateral, at such place or places as Holder deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale sale, without demand of performance or otherwise, either with notice of intention to effect any such disposition or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such of the time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without thereof (except such notice as shall be is required above or by applicable statute and cannot be waived) advertisement ), and Holder or demand upon anyone else may be the purchaser, lessee, assignee or notice recipient of any or all of the Collateral so disposed of at any public sale (or, to the Company extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Company, which are any such demand, notice and right or equity being hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. Holder may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

Rights and Remedies Upon Default. Upon occurrence the happening and during the continuation of any Event of Default and at any time thereafter, the Secured Party shall have (i) may declare Debtor to be in Default hereunder and all or any part of the right Indebtedness to exercise be immediately due and payable without notice or demand; (ii) may, without any notice whatsoever, demand, collect and xxx for any of the payments, Collateral or proceeds thereof and any funds represented by the Reserve and retain and apply such proceeds and funds against the Indebtedness, (iii) take whatever actions as are legally available to it in enforcing the rights or remedies under any or all of the remedies conferred hereunder and Contracts, or to mitigate damages under the NotesContracts or to (but Secured Party, shall not be required to) cure any default of Debtor or provide for the performance of Debtor's obligations under the Contracts; (iv) terminate the Commitment and the Secured Party discontinue making any Loans pursuant to this Agreement; (v) shall have all of the rights and remedies of a secured party under the UCC and/or Uniform Commercial Code as enacted and under any other applicable law from time to time in effect and (including vi) may xxx or take any other legal action to collect all the Uniform Commercial Code of Indebtedness from Debtor. Secured Party may also exercise any jurisdiction additional remedies granted herein, in which any Collateral is then located)other agreement now or hereafter in effect between Debtor and Secured Party, in any Contract, or otherwise granted by law or equity. Without limitationlimiting the generality of the foregoing, the Secured Party shall have the following rights at all times and powers: (a) The for any reason Secured Party shall have the right to make a demand for payment of any Indebtedness which is payable upon demand. All rights and remedies of Secured Party under this Agreement, under the Contract, under the Uniform Commercial Code, or otherwise shall be cumulative and exercisable concurrently or consecutively or in the alternative, at Secured Party's option. Without limiting the generality of the foregoing, Debtor expressly agrees that, after an Event of Default and during the continuation thereof, Secured Party may (i) subject to Obligor's right under the Contract, lawfully enter any premises where any Collateral (concerning which an Event of Default has occurred) may be without judicial process and take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed (ii) directly xxxx and remove collect for Payments under the sameContracts (and take such further actions with respect to the Collateral as provided in Section 8 hereof, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (biii) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver any or all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon (a) After the occurrence and during the continuance of any Event of Default and at any time thereafterDefault, the Secured Party Collateral Agent shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party Collateral Agent shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Collateral Agent, for the benefit of the Secured Party Parties, shall have the following rights and powers: (ai) The Secured Party Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, so long as the same can be accomplished without breach of the peace and otherwise in compliance with applicable law, and the Company shall assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured PartyCollateral Agent, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) The Secured Party shall have the right to operate the business of the Company using the Collateral and Agent shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem are commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer or disposition of Collateral, the Collateral Agent, for the benefit of the Secured Party Parties, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. (b) The Collateral Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Collateral Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Collateral Agent sells any of the Collateral on credit, the Company will only be credited with payments actually made by the purchaser. (c) If any notice to the Company of the sale or other disposition of Collateral is required by then applicable law, ten business (10) days prior written notice (which the Company agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to the Company of the time and place of any sale of Collateral. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code.

Rights and Remedies Upon Default. (a) Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party Party, shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party shall have the following rights and powers: (ai) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party at places which that the Secured Party Debtor shall reasonably select, whether at the Company's Debtor’s premises or elsewhere, and make available to the Secured PartyDebtor, without rent, all of the Company's Debtor’s respective premises and facilities for the purpose of the Secured Party Debtor taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) The Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Debtor may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the CompanyDebtor, which that are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Debtor, for the benefit of the Secured Party Party, may, unless prohibited by applicable law which that cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which that are hereby waived and released. (iii) The Secured Party shall have the right (but not the obligation) to notify any account Debtor and any obligors under instruments or accounts to make payments directly to the Secured Party, and to enforce the Debtor’s rights against such account Debtor and obligors. (iv) The Secured Party, may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party, or its designee.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.expressly

Rights and Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default and at any time thereafterDefault, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Debtor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the Companydebtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form.; and (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of Beginning on the date on which any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notesoccurred, and the Secured Party shall have while such Event of Default is continuing: (a) Holder may exercise, in addition to all the other rights and remedies granted to it under this Agreement, all rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable formCode. (b) The Secured Party shall have Company hereby waives presentment, demand, protest or any notice (to the right to operate maximum extent permitted by applicable law) of any kind in connection with this Agreement or any Collateral. (c) The Company shall, at the business request of Holder, assemble the Collateral at such place or places as may be reasonably designated by Holder. (d) Holder may, in its sole discretion, in its name or in the name of the Company using or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so. (e) Holder may, upon ten (10) days' prior written notice to the Company of the time and place (which notice the Company hereby agrees is commercially reasonable notification for purposes hereof), with respect to the Collateral and or any part thereof which shall have then be or shall thereafter come into the right to assignpossession, custody or control of Holder, sell, lease lease, assign or otherwise dispose of and deliver all or any part of the such Collateral, at such place or places as Holder deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale sale, without demand of performance or otherwise, either with notice of intention to effect any such disposition or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such of the time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without thereof (except such notice as shall be is required above or by applicable statute and cannot be waived) advertisement ), and Holder or demand upon anyone else may be the purchaser, lessee, assignee or notice recipient of any or all of the Collateral so disposed of at any public sale (or, to the Company extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Company, which are any such demand, notice and right or equity being hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. Holder may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers, subject in each case to any applicable senior security interests in the Intellectual Property: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of ------------------------------------ Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the The Secured Party Parties shall have the following rights and powers: (a) The Secured Party Collateral Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured PartyCollateral Agent, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party Collateral Agent taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Collateral Agent shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence and continuance of any Event of Default and at any time thereafter, upon the approval and request from the Secured Party Parties of at least a majority of the aggregate Principal Amount of the Notes then outstanding, the Secured Parties shall have the right to exercise all of the remedies conferred to the Secured Parties hereunder and under the Notes, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then locatedsubject). Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party shall a. to have the right to a third party custodian take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party Parties for the benefit of the Secured Parties at places which the Secured Party Parties shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form.; and (b) The Secured Party shall have the right b. to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence and during the continuance of any Event of Default Default, the Secured Party is given full power and authority, then or at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of assign and deliver all or collect the whole or any part of the Collateral, or any substitute therefor or any addition thereto, in one or more sales, with or without any previous demands or demand of performance or, to the extent permitted by law, notice or advertisement, in such order as the Secured Party may elect; any such sale may be made either at public or private sale at the Secured Party's place of business or otherwiseelsewhere, either with or without special conditions or stipulations, for cash or on upon credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions price as the Secured Party may reasonably deem commercially reasonable, fair; and the Secured Party may be the purchaser of any or all without (except as shall be required by applicable statute Collateral so sold and cannot be waived) advertisement or demand upon or notice to hold the Company same thereafter in its own right free from any claim of the Pledgor or right of redemption redemption. Demands of performance, advertisements and presence of property and sale and notice of sale are hereby waived to the extent permitted by law. Any sale hereunder may be conducted by an auctioneer or any officer or agent of the Company, which are hereby expressly waivedSecured Party. Upon each such sale, lease, assignment or other transfer of Collateral, The Pledgor recognizes that the Secured Party may, unless prohibited by applicable law which cannot may be waived, purchase all or any part unable to effect a public sale of the Collateral being soldby reason of certain prohibitions contained in the Securities Act of 1933, free from as amended (the "Securities Act"), and discharged applicable law, and may be otherwise delayed or adversely affected in effecting any sale by reason of all trustspresent or future restrictions thereon imposed by governmental authorities, claimsand that as a consequence of such prohibitions and restrictions the Secured Party may be compelled (i) to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, right among other things, to acquire the stock for their own account, for investment and not with a view to the distribution or resale thereof, or (ii) to seek regulatory approval of redemption any proposed sale or sales, or (iii) to limit the amount of Collateral sold to any Person or group. The Pledgor agrees and equities acknowledges that private sales so made may be at prices and upon terms less favorable to the Pledgor than if such Collateral was sold either at public sales or at private sales not subject to other regulatory restrictions, and that the Secured Party has no obligation to delay the sale of any of the CompanyCollateral for the period of time necessary to permit the issuer of such Collateral to register or otherwise qualify the Pledged Stock, even if such issuer would agree to register or otherwise qualify the Pledged Stock for public sale under the Securities Act or applicable state law. The Pledgor agrees that private sales made under the foregoing circumstances will be deemed to have been made in a manner which are is commercially reasonable. The Pledgor hereby waived and released.acknowledges that a

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures and the Warrant, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form.; and (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Subject to any senior security interests as described herein, the Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Subject to any senior security interests as described herein, the Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of 6.1 If any Event of Default shall occur and at be continuing, Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement and under any time thereafterother instrument or agreement securing, evidencing or relating to the Secured Party shall have the right to exercise Obligations, all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or (or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then locatedlaw). Without limitation, limiting the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession generality of the Collateral andforegoing, for Grantor expressly agrees that purposein any such event, enterand during the existence and continuance of an Event of Default, with the aid and assistance Secured Party, without demand of performance or other demand, advertisement or notice of any personkind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, any premises where advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably selectlease, whether at the Company's premises or elsewherelicense, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat any of Secured Party’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future deliverydelivery without assumption of any credit risk. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 6.4 hereof, Grantor remaining liable for any deficiency remaining unpaid after such parcel or parcels and at such time or times and at such place or placesapplication, and upon to the extent required by the UCC (or any other applicable law), only after so paying over such terms net proceeds and conditions as after the payment by Secured Party may deem commercially reasonableof any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all without claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Secured Party. Grantor agrees that Secured Party need not give more than ten (except as 10) days’ notice (which notification shall be required deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at its address set forth on the signature page hereof) of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Secured Party is entitled, Grantor also being liable for the reasonable fees of any attorneys employed by Secured Party to collect such deficiency. 6.2 Grantor also agrees to pay all fees, costs and expenses of Secured Party, including, without limitation, reasonable attorneys’ fees, reasonably incurred in connection with the enforcement of any of its rights and remedies hereunder. 6.3 Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Security Agreement or demand upon or notice to the Company or right any Collateral. 6.4 The Proceeds of redemption of the Company, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldshall be distributed by Secured Party in the following order of priorities: FIRST, free from to Secured Party in an amount equal to the then unpaid fees, costs and discharged expenses of all trustsSecured Party; SECOND, claimsto Secured Party in an amount equal to the other unpaid Secured Obligations and FINALLY, right of redemption and equities upon payment in full of the CompanySecured Obligations, which are hereby waived and releasedto Grantor or its representatives, in accordance with the UCC (or any other applicable law) or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers, subject in each case to any applicable senior security interests in the Collateral: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of After any Event of Default shall have occurred and at any time thereafterwhile such Event of Default is continuing: (a) Secured Party may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Secured Party shall have IP Security Agreement, the right to exercise all of Notes or the remedies conferred hereunder Purchase Agreement and under the Notesany other instrument or agreement securing, and evidencing or relating to the Secured Party shall have Obligations, all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, the Company expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law law), may (including i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, advertise for sale or lease and sell or lease (in the Uniform Commercial Code of any jurisdiction manner provided herein) the Collateral, and in which any Collateral is then located). Without limitation, connection with the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession liquidation of the Collateral andand collection of the accounts receivable pledged as Collateral, for that purposeuse any Intellectual Property, enterIntellectual Property Right or process used or owned by the Company and (ii) forthwith collect, with the aid receive, appropriate and assistance of any person, any premises where realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of Secured Party’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent the Company has the right to do so, the Company authorizes Secured Party, on the terms set forth in this Section 8 to enter the premises where the Collateral is located, to take possession of the Collateral, or may be placed and remove the sameany part of it, and to pay, purchase, contact, or compromise any encumbrance, charge, or lien which, in the opinion of Secured Party, appears to be prior or superior to its security interest. Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Company shall hereby releases. The Company further agrees, at Secured Party’s request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere. Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 8(f), below and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to the Company. To the maximum extent permitted by applicable law, the Company waives all claims, damages, and make available to the demands against Secured Party, without rent, all Party arising out of the repossession, retention or sale of the Collateral. The Company agrees that Secured Party need not give more than ten (10) days’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Company shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Secured Party is entitled from the Company's respective premises and facilities , the Company also being liable for the purpose attorney costs of the any attorneys employed by Secured Party taking possession of, removing or putting the Collateral in saleable or disposable formto collect such deficiency. (b) The As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when Secured Party shall have the determine to exercise its right to operate sell the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), Secured Party may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable, but subject to the other requirements of this Section 8(b), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event Secured Party may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 8(b), if any of such Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then Secured Party shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as Secured Party may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (c) The Company agrees that in any sale of any of such Collateral, whether at public or private a foreclosure sale or otherwise, either Secured Party is hereby authorized to comply with any limitation or without special conditions restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or stipulationsresale of such Collateral), for cash or on credit in order to obtain any required approval of the sale or for future deliveryof the purchaser by any governmental authority, and the Company further agrees that such compliance shall not result in such parcel sale being considered or parcels and at such time or times and at such place or placesdeemed not to have been made in a commercially reasonable manner, and upon such terms and conditions as the nor shall Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice liable nor accountable to the Company or right of redemption for any discount allowed by the reason of the Companyfact that such Collateral is sold in compliance with any such limitation or restriction. (d) The Company also agrees to pay all fees, which are costs and expenses of Secured Party, including, without limitation, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (e) The Company hereby expressly waived. Upon each such waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (f) The Proceeds of any sale, lease, assignment disposition or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being sold, free from and discharged shall be distributed by Secured Party in the following order of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.priorities:

Rights and Remedies Upon Default. 7.1. Upon occurrence of any Event of Default and provided that after the lapse of the Cure Period such Event of Default remains uncured, and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)) but subject always to the prior Permitted Encumbrances if such Event of Default occurs prior to their discharge. Without limitation, the Secured Party shall have the following rights and powers: (a) 7.1.1. The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, Collateral or any part thereof, is or may be placed and remove the same, same and the Company shall assemble the Collateral or any part thereof and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) 7.1.2. The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in delivery such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) all without advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. 6.1 Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party upon default under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction UCC; in which any Collateral is then located). Without limitationaddition to which, the Secured Party shall have all of the following rights and powers: remedies: (a) The Secured Party shall have to collect the right Receivables Collateral; (b) to take possession of the Collateral andand to maintain and to use the same at the Premises (or elsewhere) pending any disposition thereof; (c) to sell, for that purposelease, enter, with the aid and assistance or otherwise dispose of any personor all of the Collateral in its then condition or following such preparation or processing as the Secured Party deems advisable having due regard to compliance with any statute or regulation which might affect, limit, or apply to the Secured Party's disposition of the Collateral; and/or (d) to apply the Receivables Collateral, or the proceeds of the Collateral, towards (but not necessarily in complete satisfaction of) the Lease Obligations in such order as the Secured Party may determine (in its sole and absolute discretion). The Secured Party may conduct any premises where such sale or other disposition of the Collateral at the Premises (or elsewhere). Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market (in which event the Secured Party shall give the Debtor such notice as may be practicable under the circumstances), the Secured Party shall give the Debtor at least the greater of the minimum notice required by law or seven (7) days' prior written notice of the date, time and place of any proposed public sale, and/or of the date after which any private sale or other disposition of the Collateral may be made. The Secured Party may purchase the Collateral, or any part portion of it, at any public sale conducted pursuant to this Agreement. 6.2 In connection with the Secured Party's exercise of the Secured Party's Rights and Remedies, in accordance with and to the maximum extent permitted by applicable law, the Secured Party may enter upon, occupy, and use any premises owned or occupied by the Debtor, and may exclude the Debtor from such premises or portion thereof as may have been so entered upon, occupied, or used by the Secured Party. The Secured Party shall not be required to remove any of the Collateral from any such premises upon the Secured Party's taking possession thereof, is and may render any Collateral unusable to the Debtor. In no event shall the Secured Party be liable to the Debtor for use or occupancy by the Secured Party of any premises pursuant to this Agreement, nor for any charge (such as wages for the Debtor's employees and utilities) incurred in connection with the Secured Party's exercise of the Secured Party's Rights and Remedies. 6.3 Upon the occurrence of any Event of Default, the Secured Party may be placed and remove require the same, and the Company shall Debtor to assemble the Collateral and make it available to the Secured Party at the Debtor's sole risk and expense at a place or places which designated by the Secured Party shall which are reasonably selectconvenient to both the Secured Party and the Debtor. 6.4 The rights, whether at the Company's premises or elsewhereremedies, powers, privileges, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose discretions of the Secured Party taking possession ofhereunder and under the other Lease Documents (herein, removing the "Secured Party's Rights and Remedies") shall be cumulative and not exclusive of any rights or putting remedies which it otherwise may have. No delay or omission by the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business in exercising or enforcing any of the Company using Secured Party's Rights and Remedies shall operate as, or constitute, a waiver thereof. No waiver by the Collateral and Secured Party of any Event of Default shall have the right to assign, sell, lease operate as a waiver of any other default hereunder or otherwise dispose of and deliver all or under any part of the Collateralother Lease Documents. No exercise of any of the Secured Party's Rights and Remedies and no other agreement or transaction of whatever nature entered into between the Secured Party and the Debtor at any time, at public shall preclude any other exercise of the Secured Party's Rights and Remedies. No waiver by the Secured Party of any of the Secured Party's Rights and Remedies on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver. All of the Secured Party's Rights and Remedies and all of the Secured Party's rights, remedies, powers, privileges, and discretions under any Related Party Agreement are cumulative and not alternative or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels exclusive and may be exercised by the Secured Party at such time or times and at in such place or places, and upon such terms and conditions order of preference as the Secured Party in its sole discretion may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and releaseddetermine.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notesother Transaction Documents, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, upon the occurrence and during the continuation of an Event of Default, the Secured Party Party, shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company each Debtor shall assemble the Collateral and make it available to the Secured Party at places which that the Secured Party shall reasonably select, whether at the Company's such Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's such Debtor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtors or right of redemption of the Company, which any Debtor that are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which that cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Companyany Debtor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the NotesLoan Agreement, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligor shall assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the CompanyObligor's premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Parties shall have the right to operate the business of the Company Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligor or right of redemption of the CompanyObligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligor, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party Party, shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party shall have the following rights and powers: (ai) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party at places which that the Secured Party Debtor shall reasonably select, whether at the Company's Debtor’s premises or elsewhere, and make available to the Secured PartyDebtor, without rent, all of the Company's Debtor’s respective premises and facilities for the purpose of the Secured Party Debtor taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) The Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Debtor may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the CompanyDebtor, which that are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Debtor, for the benefit of the Secured Party Party, may, unless prohibited by applicable law which that cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which that are hereby waived and released. (iii) The Secured Party shall have the right (but not the obligation) to notify any account Debtor and any obligors under instruments or accounts to make payments directly to the Secured Party, and to enforce the Debtor’s rights against such account Debtor and obligors. (iv) The Secured Party may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party, or its designee.

Rights and Remedies Upon Default. Upon occurrence the happening and during the continuation of any Event of Default and at any time thereafterDefault, the Secured Party shall have the right to exercise (i) may declare one or all of the remedies conferred Borrowers to be in Default hereunder and all or any part of the Indebtedness to be immediately due and payable without notice or demand; (ii) may, without any notice whatsoever, demand, collect and xxx for any of the payments, Collateral or proceeds thereof and any funds represented by the Reserve and retain and apply such proceeds and funds against the Indebtedness, (iii) take whatever actions as are legally available to it in enforcing the rights or remedies under any or all of the Contracts, or to mitigate damages under the NotesContracts or to (but Secured Party, shall not be required to) cure any default of any Borrower or provide for the performance of any Borrower's obligations under the Contracts; (iv) may terminate the Commitment and the Secured Party discontinue making any Loans pursuant to this Agreement; (v) shall have all of the rights and remedies of a secured party under the UCC and/or as enacted and under any other applicable law from time to time in effect and (including vi) may xxx or take any other legal action to collect all the Uniform Commercial Code of Indebtedness from any jurisdiction Borrower. Secured Party may also exercise any additional remedies granted herein, in which any Collateral is then located)other agreement now or hereafter in effect between any Borrower and Secured Party, in any Contract, or otherwise granted by law or equity. Without limitationlimiting the generality of the foregoing, the Secured Party shall have the following rights at all times and powers: (a) The for any reason Secured Party shall have the right to make a demand for payment of any Indebtedness which is payable upon demand. All rights and remedies of Secured Party under this Agreement, under the Contract, under the UCC, or otherwise shall be cumulative and exercisable concurrently or consecutively or in the alternative, at Secured Party's option. Without limiting the generality of the foregoing, each Borrower expressly agrees that, after an Event of Default and during the continuation thereof, Secured Party may (i) subject to Obligor's right under the Contract, lawfully enter any premises where any Collateral (concerning which an Event of Default has occurred) may be without judicial process and take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed (ii) directly xxxx and remove collect for Payments under the sameContracts (and take such further actions with respect to the Collateral as provided in Section 8 hereof, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (biii) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver any or all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purposepurpose and in accordance with applicable law, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. (c) The Company hereby irrevocably appoints the Secured Party as the Company's attorney-in-fact, with full authority in the place and stead of the Company and in the name of the Company, from time to time in the Secured Party's discretion, to file one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of the Company where permitted by law.

Rights and Remedies Upon Default. Upon occurrence of Beginning on the date which is ten (10)business daysafter any Event of Default shall have occurred and at any time thereafter, while such Event of Default is continuing: (a) The Secured Party may exercise in addition to all other rights and remedies granted to the Secured Party shall have the right to exercise under this Agreement, all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or UCC. Without limiting the generality of the foregoing, Guarantor expressly agrees that in any such event the Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Guarantor or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, is or and may be placed and remove the sameforthwith sell, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably selectlease, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease give an option or options to purchase or sell or otherwise dispose of and deliver all said Collateral (or contract to do so), or any part of the Collateralthereof, in one or more parcels at public or private sale or otherwisesales, either with at any exchange or without special conditions broker’s board or stipulationsat the Secured Party’s offices or elsewhere at such prices as it may deem commercially reasonable, for cash or on credit or for future deliverydelivery without assumption of any credit risk. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(d), below, with Guarantor remaining liable for any deficiency remaining unpaid after such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as application. Guarantor agrees that the Secured Party need not give more than twenty (20) days’ notice of the time and place of any public sale or of the time after which a private sale may deem commercially reasonabletake place and that such notice is reasonable notification of such matters. (b) Guarantor also agrees to pay all fees, all costs and expenses of the Secured Party, including, without limitation, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (except as shall be required c) Guarantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable statute and cannot be waivedlaw) advertisement of any kind in connection with this Agreement or demand upon or notice to the Company or right any Collateral. (d) The Proceeds of redemption of the Company, which are hereby expressly waived. Upon each such any sale, lease, assignment disposition or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase realization upon all or any part of the Collateral being soldshall be distributed by the Secured Party in the following order of priorities: FIRST, free from and discharged of all trusts, claims, right of redemption and equities to the Secured Party in an amount sufficient to pay in full the reasonable costs of the CompanySecured Party in connection with such sale, which are hereby waived disposition or other realization, including all fees, costs, expenses, liabilities and releasedadvances incurred or made by the Secured Party in connection therewith, including, without limitation, reasonable attorneys’ fees; SECOND, to the Secured Party in an amount equal to the then unpaid Secured Obligations of the Secured Party; and FINALLY, upon payment in full of the Secured Obligations, to Guarantor or its representatives, in accordance with the UCC or as a court of competent jurisdiction may direct.

Rights and Remedies Upon Default. Upon occurrence and continuance of any Event of Default and at any time and all times thereafter, the Secured Party shall have the right to exercise all of the remedies conferred to the Secured Party hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then locatedsubject). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall to have the right to a third party custodian take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Grantor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Grantor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Grantor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form.form for the benefit of the Secured Party; and (b) The Secured Party shall have the right to operate the business of the Company Grantor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company any Grantor or right of redemption of the Companyany Grantor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyGrantor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Issuers shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Issuers’ premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Issuers’ respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Issuers using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Issuers or right of redemption of the CompanyIssuers, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyIssuers, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) 24.1 The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) 24.2 The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, for so long as such Event of Default is continuing, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder hereunder, and Strong River shall have the right to exercise all remedies conferred under the Strong River Notes and Ampal shall have the right to exercise all remedies conferred under the Ampal Notes, and the each Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and Parties shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Subject to the provisions of the UCC and applicable state laws, the Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence of any an Event of Default and at any time thereafterthereafter (such Event of Default not having previously been cured), the Secured Party shall have Party, in addition to any rights set forth herein or in the right to exercise all of the remedies conferred hereunder and under the NotesNote Purchase Agreement, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction and shall further have, in which any Collateral is then located). Without limitation, the Secured Party shall have the following addition to all other rights and powers: (a) The Secured Party shall have remedies provided herein or by law, the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available from time to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available time to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease assign or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulationsat the option of the Secured Party, for cash or on credit or for future deliverycredit, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonableproper, all without (except as shall be required by applicable statute and which cannot be waived) advertisement or demand upon or notice to the Company Grantor or right of redemption of the CompanyGrantor, which are hereby expressly waived. Upon each such salewaived to the fullest extent permitted by law and any transferee with respect to the Collateral (including the Secured Party) shall acquire the same absolutely free from any right or claim of any kind, leaseincluding without limitation any equity of redemption which, assignment together with all rights of redemption, stay or other transfer of Collateralappraisal which Grantor may have under any rule or statute which Grantor hereby specifically and unconditionally waives to the fullest extent permitted by law; and, in connection with the foregoing: (a) The Secured Party may, unless prohibited by applicable law statute which cannot be waived, purchase all the Collateral, or any part of the Collateral being soldthereof, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyGrantor, which are hereby waived and released; and (b) The Secured Party shall apply all proceeds received by Secured Party in respect of any sale, assignment or other disposition of, collection from or other realization upon the Collateral in whole or in part against all or any part of the Liabilities in such order as the Secured Party shall elect, in its discretion; any surplus of such proceeds held by the Secured Party and remaining after payment in full of all of the Liabilities shall be paid over to Grantor or to whomsoever may be lawfully entitled to receive such surplus; and Grantor shall at all times remain liable for any deficiency on the Liabilities.

Rights and Remedies Upon Default. Upon the occurrence of any an Event -------------------------------- of Default (and at any time thereafterin addition to all of its rights, powers and remedies under this Agreement and the Loan Agreement), the Secured Party shall have may, at its option, declare the right to exercise unpaid balance of all or any part of the remedies conferred hereunder Obligations to be immediately due and under the Notespayable, and the Secured Party shall have all of the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Maryland Uniform Commercial Code and other applicable laws. In addition to the foregoing and without limiting the generality thereof, after the occurrence of any jurisdiction in which any Collateral is then located). Without limitationan Event of Default, the Secured Party shall have the following rights may at any time and powers: from time to time, in its sole discretion, (ai) The Secured Party shall have the right to take possession request any account debtor obligated on any of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and to make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available payments thereon directly to the Secured Party, without rent, all and to take control of the Company's respective premises cash and facilities for the purpose non-cash proceeds of any such Collateral; (ii) compromise, extend, renew, release, discharge or otherwise deal with any of the Secured Party taking possession ofCollateral as it may deem advisable; (iii) make exchanges, removing substitutions, or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business surrenders of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral; (iv) remove from the Borrower's place of business all books, at public records, ledger sheets, correspondence, invoices and documents relating to, evidencing or private sale securing any of the Collateral, or, without cost or otherwiseexpense to the Secured Party, either with or without special conditions or stipulationsmake such use of Borrower's place(s) of business as may be reasonably necessary to administer, for cash or on credit or for future deliverycontrol and collect the Collateral, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as (v) the Secured Party or its agents may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand enter upon or notice the Borrower's premises to the Company or right of redemption take possession of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party mayto remove it, unless prohibited by applicable law which cannot be waivedto render it unusable or to sell or otherwise dispose of it, purchase all and (vi) sell, pledge or otherwise disburse of any other Subsidiaries stock that constitutes part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and releasedCollateral.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitationSubject to the Subordination, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party Lender shall have the right to exercise all of the remedies conferred hereunder and under the NotesNotes and Purchase Agreement , and the Secured Party Lender shall have all the rights and remedies of a secured party Lender under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party Lender shall have the following rights and powers: (a) The Secured Party Lender shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Borrower shall assemble the Collateral and make it available to the Secured Party such Lender at places which the Secured Party such Lender shall reasonably select, whether at the Company's Borrower’s premises or elsewhere, and make available to the Secured Partysuch Lender, without rent, all of the Company's Borrower’s respective premises and facilities for the purpose of the Secured Party such Lender taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Lender shall have the right to operate the business of the Company Borrower using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party such Lender may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Borrower or right of redemption of the CompanyBorrower, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Lender may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyBorrower, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Upon the occurrence and during the continuation of any Event of Default and at any time thereafterDefault, the Secured Party Holder shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (and all of the remedies conferred under the Loan Documents, including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without without limitation, the Secured Party shall have the following rights and powersfollowing: (ai) The Secured Party Holder shall have the right (but not the obligation) to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Holdings and EES shall assemble the Collateral and make it available to the Secured Party Holder at places which the Secured Party Holder shall reasonably select, whether at the Company's Holdings’ or EES’ premises or elsewhere, and make available to the Secured PartyHolder, without rent, all of the Company's Holdings’ or EES’ respective premises and facilities for the purpose of the Secured Party Holder taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) The Secured Party Holder shall have the right (but not the obligation) to operate exercise all rights with respect to the business of Collateral as if it were the Company using sole and absolute owner thereof. (iii) The Holder shall have the right (but not the obligation) to use the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Holder may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Holdings and/or EES or right of redemption of the CompanyHoldings and/or EES, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Holder may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyHoldings and/or EES, which are hereby waived and released. (b) Notwithstanding anything in this Section 11 to the contrary, the Holder shall comply with any applicable law in connection with the taking possession of, exercising rights over, holding and/or disposing of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Holder may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Holder sells any of the Collateral on credit, Holdings and EES will only be credited with payments actually made by the purchaser. In addition, each of Holdings and EES waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Holder’s rights and remedies hereunder, including, without limitation, its rights following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party Secured Party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Obligor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligor or right of redemption of the CompanyObligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. (c) The Secured Party may license or, to the same extent the Company is permitted by law and contract to do so, sub-license, whether or an exclusive or non-exclusive basis, any of the Collateral throughout the world for such term, on such conditions and in such manner as the Secured Party shall, in its sole discretion, determine. (d) The Secured Party may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sublicensee all rights and remedies of the Company in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. (e) The Secured Party may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 11, execute and deliver on behalf of the Company one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as the Secured Party may determine advisable.

Rights and Remedies Upon Default. Upon the occurrence of any -------------------------------- Event of Default and at any time thereafter, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the CompanyDebtor's premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the CompanyDebtor's respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and Parties shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the Companya Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNew Note, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company PAP shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's PAP’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's PAP’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company PAP or right of redemption of the CompanyPAP, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyPAP, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence Subject, with respect to the Secured Obligations relating to the Company's obligations under the Company Guaranty, to Section 2.08 of any the Company Guaranty, upon and after an Event of Default and at any time thereafterwhich has not been waived or cured, the Secured Party shall have the right to exercise following rights and remedies, all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all which may be exercised with or without notice to Pledgor: (A) All of the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of the state where such rights and remedies are asserted, or under other applicable law, all of which rights and remedies shall be cumulative, and none of which shall be exclusive, to the extent permitted by law, in addition to any jurisdiction other rights and remedies contained in which this Security Agreement, the Agreements, or any of the other Loan Documents or ESOP Loan Documents; (B) The right to foreclose the liens and security instruments created under this Security Agreement or any of the other Loan Documents or ESOP Loan Documents by any available judicial procedure or without judicial process; (C) The right to (i) enter upon the premises of Pledgor through self-help and without judicial process, without first obtaining a final judgment or giving Pledgor notice and opportunity for a hearing on the validity of Secured Party's claim and without any obligation to pay rent to Pledgor, or any other place or places where any Collateral is then located). Without limitationlocated and kept, and remove the Collateral therefrom to the premises of Secured Party shall have the following rights and powers: (a) The or any agent of Secured Party shall have the right for such time as Secured Party may desire, in order to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where effectively collect or liquidate the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall and/or (ii) require Pledgor to assemble the Collateral and make it available to the Secured Party at places which the a place to be designated by Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available in its sole discretion; (D) The right (to the extent permissible by law with respect to Governmental Receivables) to (i) demand payment of the Accounts; (ii) enforce payment of the Accounts and General Intangibles and enforce all Contract Rights, by legal proceedings or otherwise; (iii) exercise all or any of Pledgor's rights and remedies with respect to the collection of the Accounts and General Intangibles and in respect of Contract Rights; (iv) settle, adjust, compromise, extend or renew the Accounts; (v) settle, adjust or compromise any legal proceedings brought to collect the Accounts or General Intangibles or to enforce Contract Rights; (vi) sell or assign the Accounts, General Intangibles, Contract Rights or other Collateral upon such terms, for such amounts and at such time or times as Secured Party deems advisable; (vii) discharge and release the Accounts; (viii) take control, in any manner, of any item of payment or proceeds; (ix) prepare, file and sign Pledgor's name on a Proof of Claim in bankruptcy or similar document against any account obligor; (x) prepare, file and sign Pledgor's name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Accounts; (xi) endorse the name of Pledgor upon any chattel paper, document, instrument, invoice, freight xxxx, xxxx of lading or similar document or agreement relating to the Accounts or Inventory; (xii) use Pledgor's stationery for verifications of the Accounts and notices thereof to account obligors; (xiii) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Accounts, General Intangibles, Equipment, Contract Rights or Inventory to which Pledgor has access; and (xiv) do all acts and things and execute all documents necessary, in Secured Party's sole discretion, to collect the Accounts and General Intangibles; (E) The right to sell, assign, lease or to otherwise dispose of all or any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale or sales, with such notice as may be required by law, in lots or in bulk, for cash or on credit, with or without representations and warranties, all as Secured Party, without rentin its sole discretion, all may deem advisable (except, in the case of Government Receivables, to the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing extent such sales or putting the Collateral in saleable or disposable form. (b) The other disposition are prohibited by applicable law). Secured Party shall have the right to operate the business of the Company using the Collateral conduct such sales on Pledgor's premises or elsewhere and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or use Pledgor's premises without special conditions or stipulations, charge for cash or on credit or such sales for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waivedsee fit. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited if it deems it reasonable, postpone or adjourn any sale of the Collateral from time to time by applicable law which canan announcement at the time and place of such postponed or adjourned sale, without being required to give a new notice of sale. Pledgor agrees that Secured Party has no obligation to preserve rights to the Collateral against prior parties or to xxxxxxxx any Collateral for the benefit of any Person. Secured Party is hereby granted a license or other right to use, without charge, Pledgor's labels, patents, copyrights, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and Pledgor's rights under any license and any franchise agreement shall inure to Secured Party's benefit. If any of the Collateral shall require repairs, maintenance, preparation or the like, or is in process or other unfinished state, Secured Party shall have the right, but shall not be waivedobligated to perform such repairs, maintenance, preparation, processing or completion of manufacturing for the purpose of putting the same in such saleable form as Secured Party shall deem appropriate, but Secured Party shall have the right to sell or dispose of the Collateral without such processing. In addition, Pledgor agrees that in the event notice is necessary under applicable law, written notice mailed to Pledgor in the manner specified in either of the Agreements ten (10) days prior to the date of public sale of any of the Collateral or prior to the date after which any private sale or other disposition of the Collateral will be made shall constitute commercially reasonable notice to Pledgor. Secured Party or any Lender may purchase all or any part of the Collateral being soldat public or, if permitted by law, private sale, free from and discharged of all trusts, claims, any right of redemption and equities which is hereby expressly waived by Pledgor and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Secured Obligations. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the CompanyCollateral shall be applied first to the reasonable expenses (including all reasonable attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like (collectively, the "Administration Expenses"), and then to the satisfaction of all Secured Obligations, application as to particular Secured Obligations or against principal or interest to be in subject to the terms of Section 13 hereof and of the Agreements. Pledgor shall be liable to Secured Party and the Lenders and shall pay to the Secured Party on demand any deficiency which are hereby waived may remain after such sale, disposition, collection or liquidation of the Collateral. Pledgor recognize that the Secured Party may be unable to effect a public sale of securities constituting Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and releasedapplicable state securities or Blue Sky laws, and as a consequence may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees and acknowledges that private sales so made may be at prices and upon terms less favorable to Pledgor than if such Collateral were sold at public sales and that the Secured Party has no obligation to delay the sale of any of the Collateral for the period of time necessary to permit the issuer of such Collateral to register or otherwise qualify them, even if such issuer would agree to register or otherwise qualify such Collateral for public sale under the Securities Act and applicable state securities or Blue Sky laws. Pledgor further agrees, to the extent permitted by applicable law, that the use of private sales made under the foregoing circumstances to dispose of the Collateral shall be deemed to be dispositions in a commercially reasonable manner; (F) The rights and remedies provided to Secured Party or any Lender under this Security Agreement or any of the other Loan Documents or ESOP Loan Documents.

Rights and Remedies Upon Default. Upon Except as provided in the Notes, upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. (a) Upon the occurrence of any Event of Default and at any time thereafterduring the continuation of such Event of Default, the Secured Party Party, acting through any agent appointed for such purpose, shall have the right to exercise all of the remedies conferred hereunder and hereunder, under the NotesPurchase Agreement, the Debentures and the other Transaction Documents, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)UCC. Without limitation, the Secured Party shall have the following rights and powers: (ai) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises of the Debtor where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Debtor’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Debtor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (bii) Upon notice to the Debtor by the Secured Party, all rights of the Debtor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of the Debtor to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Secured Party shall have the right to receive any interest, cash dividends or other payments on the Collateral and, at the option of Secured Party, to exercise in such Secured Party’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Secured Party shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as if they were the sole and absolute owners thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or the Debtor or any of its direct or indirect subsidiaries. (iii) The Secured Party shall have the right to operate the business of the Company Debtor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtor or right of redemption of the Companya Debtor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtor, which are hereby waived and released. (iv) The Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under instruments or accounts to make payments directly to the Secured Party and to enforce the Debtor’s rights against such account debtors and obligors. (v) The Secured Party may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Secured Party or their designee. (vi) The Secured Party may (but is not obligated to) transfer any or all Intellectual Property registered in the name of the Debtor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral. (b) The Secured Party may comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Secured Party may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Secured Party sells any of the Collateral on credit, the Debtor will only be credited with payments actually made by the purchaser. In addition, the Debtor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and remedies hereunder, including, without limitation, their right following an Event of Default to take immediate possession of the Collateral and to exercise their rights and remedies with respect thereto. (c) For the purpose of enabling the Secured Party to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, the Debtor hereby grants to the Secured Party, for the benefit of the Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Debtor) to use, license or sublicense following, and during the continuation of, an Event of Default, any Intellectual Property now owned or hereafter acquired by the Debtor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Rights and Remedies Upon Default. Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party Parties shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party Parties shall have the following rights and powers: (a) The Secured Party Parties shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligors shall assemble the Collateral and make it available to the Secured Party Parties at places which the Secured Party Parties shall reasonably select, whether at the Company's Obligor’s premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Parties shall have the right to operate the business of the Company Obligors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligors or right of redemption of the CompanyObligors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Parties may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligors, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event -------------------------------- of Default and at any time thereafter, the each Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the each Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the each Secured Party shall have the following rights and powers: (a) The Each Secured Party shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Debtors shall assemble the Collateral and make it available to the such Secured Party at places which the Secured Party shall reasonably select, whether at the CompanyDebtor's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Each Secured Party shall have the right to operate the business of the Company Debtors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the such Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtors or right of redemption of the CompanyDebtors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the each Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtors, which are hereby waived and released. (c) Each Secured Party may license or, to the same extent the Debtors are permitted by law and contract to do so, sub-license, whether or an exclusive or non-exclusive basis, any of the Collateral throughout the world for such term, on such conditions and in such manner as such Secured Party shall, in its sole discretion, determine. (d) Each Secured Party may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sub licensee all rights and remedies of the Debtors in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. (e) Each Secured Party may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 11, execute and deliver on behalf of the Debtors one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as such Secured Party may determine advisable.

Rights and Remedies Upon Default. Upon occurrence of If any Event of Default and at any time thereafter, the shall have occurred: (a) Secured Party shall have the right have, in addition to exercise all of the other rights and remedies conferred hereunder and under the Notesprovided for herein or otherwise available to it, and the Secured Party shall have all the rights and remedies of a secured party on default under the UCC and/or any other applicable law (including the Uniform Commercial Code (the "Code") in effect in the State of any jurisdiction in which any Collateral is then located). Without limitationCalifornia at that time, the and Secured Party shall have may also, without notice except as specified below, sell the following rights and powers: (a) The Secured Party shall have the right to take possession of the Pledged Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereofthereof in one or more private sales, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the at any of Secured Party at places which the Secured Party shall reasonably select, whether at the CompanyParty's premises offices or elsewhere, and make available to the Secured Partyfor cash, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such other terms and conditions as the Secured Party may deem commercially reasonable. Secured Party is authorized at any such sale, all without (except as shall be required by applicable statute if Secured Party deems it advisable, to restrict the prospective bidders or purchasers to persons who will represent and canagree that they are purchasing for their own account and not be waived) advertisement or demand upon or notice with a view to the Company distribution or sale of any such Pledged Collateral. Each purchaser at any such sale shall hold the Pledged Collateral acquired at such sale absolutely free from any claim or right of any kind, including any equity or right of redemption of the CompanyPledgor, which are and Pledgor hereby expressly waivedwaives all rights of redemption, stay or appraisement which it has or may have under any rule, law or statute now or hereafter existing. Upon each Pledgor agrees that, to the extent notice of sale shall be required by law, at least five (5) days' notice to Pledgor of the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Secured Party may adjourn any private sale from time to time by announcement at the time and place fixed therefor, and such salesale may, leasewithout further notice, assignment or other transfer of Collateral, by made at the time and place to which it was so adjourned. Secured Party may, unless prohibited instead of exercising the powers of sale provided for herein and under the Code, proceed by applicable a suit or suits, at law which cannot be waivedor in equity, purchase to foreclose the pledge of this Agreement and sell the Pledged Collateral, or any portion thereof, under a judgment or decree of any court or courts of competent jurisdiction. (b) Any cash held by Secured Party as Pledged Collateral and all cash proceeds received by Secured Party in respect of any sale of, collection from or other realization upon all or any part of the Pledged Collateral being soldmay, free from in the discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied in whole or in part by Secured Party against, the Obligations in such order as Secured Party shall elect. Any surplus of such cash or cash proceeds held by Secured Party and discharged of all trusts, claims, right of redemption and equities remaining after payment in full of the CompanyObligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (c) All rights and remedies of Secured Party expressed herein are in addition to all other rights and remedies possessed by Secured Party in any other agreement or instrument entered into in connection with or relating to the Obligation or by law. (d) Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, which are notwithstanding such circumstances, agrees that any such private sale shall, to the extent permitted by law, be deemed to have been made in a commercially reasonable manner. (e) Pledgor further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Secured Party, and that Secured Party has no adequate remedy at law in respect of any such breach and, as a consequence, Pledgor agrees that each and every covenant contained in this Section shall be specifically enforceable against Pledgor, and Pledgor hereby waived waives and releasedagrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Secured Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon the occurrence -------------------------------- and during the continuation of any Event of Default and at any time thereafterthe delivery to the Borrower of an Event Notice, the Administrative Agent (on behalf of, and for the benefit of each Secured Party Party) shall become entitled to seek satisfaction from the Real Properties on the third Trading Day following the date of delivery of the Event Notice and the Administrative Agent shall have the right to exercise all of the remedies conferred hereunder and hereunder, under the Notes, and the Secured Party Administrative Agent shall have all the rights and remedies of a secured party creditor under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located)Civil Code. Without limitation, the Secured Party Administrative Agent shall have the following rights and powers: (a) The Administrative Agent shall have the right to seek satisfaction of all of the Obligations owing to the Secured Party Parties from the Real Properties via court execution, as provided under Section 255 (1) of the Civil Code. (b) The Administrative Agent shall have the right to take possession of the Collateral and, for that purpose, enter, Real Properties in accordance with the aid Sections 257 and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all 258 (1) of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) Civil Code. The Secured Party shall have the right to operate the business of the Company using the Collateral and Administrative Agent shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralReal Properties (or designate a person who officially deals with granting loans against security and/or organizing public sales to do so) as provided under Sections 257 and 258 of the Civil Code, at public or private sale or otherwise, either with for a purchase price not less than the Sale Value, in U.S. Dollars (or without special conditions or stipulationsan equivalent amount in any other currency selected by the Administrative Agent), for cash or on credit or for future delivery, in such parcel or parcels and at such time or times within a maximum period of 15 months from the date of the Event Notice giving rise thereto, and at such place or places, and upon such terms and conditions as the Secured Party Administrative Agent may deem commercially reasonable, all without (except reasonable and as shall be required by are in compliance with any applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waivedlaws. Upon each such sale, lease, assignment or other transfer of Collateralany Real Properties, the Administrative Agent and/or any Secured Party may, unless prohibited by applicable law which cannot be waived, may purchase all or any part of the Collateral Real Properties being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyMortgagor, which are hereby waived and released. (c) The Administrative Agent may, in order to implement the assignment, sale or other disposition of any Real Property pursuant to this Section, execute and deliver (pursuant to the authority provided for in Section 13) on behalf of the Mortgagor one or more instruments of assignment of the Real Property in form suitable for filing, recording or registration in any jurisdictions as the Secured Parties may determine advisable.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) 39.1 The Secured Party shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) 39.2 The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. 39.3 The Secured Party may license or, to the same extent the Company is permitted by law and contract to do so, sublicense, whether or an exclusive or non-exclusive basis, any of the Collateral throughout the world for such term, on such conditions and in such manner as the Secured Party shall, in its sole discretion, determine. 39.4 The Secured Party may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sublicensee all rights and remedies of the Company in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. 39.5 The Secured Party may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 11, execute and deliver on behalf of the Company one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as the Secured Party may determine advisable.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesLetter Agreement, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the The Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company Obligor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the CompanyObligor's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Obligor’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company Obligor using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Obligor or right of redemption of the CompanyObligor, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyObligor, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and a failure to cure such default in a timely manner and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) A. The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) B. The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's Company s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's Company s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures and the Warrants, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of all tangible manifestations or embodiments of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released. (c) The Secured Party may license or, to the same extent the Company is permitted by law and contract to do so, sublicense, whether or an exclusive or non-exclusive basis, any of the Collateral throughout the world for such term, on such conditions and in such manner as the Secured Party shall, in its sole discretion, determine. (d) The Secured Party may (without assuming any obligations or liabilities thereunder), at any time, enforce (and shall have the exclusive right to enforce) against licensee or sublicensee all rights and remedies of the Company in, to and under any license agreement with respect to such Collateral, and take or refrain from taking any action thereunder. (e) The Secured Party may, in order to implement the assignment, license, sale or other disposition of any of the Collateral pursuant to this Section, pursuant to the authority provided for in Section 11, execute and deliver on behalf of the Company one or more instruments of assignment of the Collateral in form suitable for filing, recording or registration in any jurisdictions as the Secured Party may determine advisable.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesNote, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's ’s premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's ’s respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, all as undertaken in accordance with the applicable requirements of the UCC with respect to any such disposition, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event of Default and at any time thereafter, the Lender's Agent on behalf of the Secured Party Parties shall have the right to exercise all of the remedies conferred hereunder and under the NotesNotes and the Securities Purchase Agreement, and the Secured Party Lender's Agent shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the Secured Party Lender's Agent shall have the following rights and powers, each of which, when taken, shall be deemed taken on behalf of the Secured Parties: (a) The Secured Party Lender's Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral and make it available to the Secured Party Lender's Agent at places which the Secured Party Lender's Agent shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured PartyParties, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party Parties taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Secured Party Lenders Agent shall have the right to operate the business of the Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party Parties may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Secured Party Lender's Agent may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of any Event -------------------------------- of Default and at any time thereafter, the each Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the NotesDebentures, and the each Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral is then located). Without limitation, the each Secured Party shall have the following rights and powers: (a) The Each Secured Party shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and the Company each Debtor shall assemble the Collateral and make it available to the such Secured Party at places which the such Secured Party shall reasonably select, whether at the Companysuch Debtor's premises or elsewhere, and make available to the such Secured Party, without rent, all of the CompanyDebtor's respective premises and facilities for the purpose of the such Secured Party taking possession of, removing or putting the Collateral in saleable or disposable form. (b) The Each Secured Party shall have the right to operate the business of the Company Debtors using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the such Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company Debtors or right of redemption of the CompanyDebtors, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the each Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of the CompanyDebtors, which are hereby waived and released.

Rights and Remedies Upon Default. Upon occurrence of -------------------------------- any Event of Default and at any time thereafter, the Secured Party shall have the right to exercise all of the remedies conferred hereunder and under the Notes, and the Secured Party shall have all the rights and remedies of a secured party under the UCC and/or any other applicable law (including the Uniform Commercial Code of any jurisdiction in which any Collateral Intellectual Property is then located). Without limitation, the Secured Party shall have the following rights and powers: (a) The Secured Party shall have the right to take possession of the Collateral Intellectual Property and, for that purpose, enter, with the aid and assistance of any person, any premises where the CollateralIntellectual Property, or any part thereof, is or may be placed and remove the same, and the Company shall assemble the Collateral Intellectual Property and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Company's premises or elsewhere, and make available to the Secured Party, without rent, all of the Company's respective premises and facilities for the purpose of the Secured Party taking possession of, removing or putting the Collateral Intellectual Property in saleable or disposable form. (b) The Secured Party shall have the right to operate the business of the Company using the Collateral Intellectual Property and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the CollateralIntellectual Property, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Secured Party may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to the Company or right of redemption of the Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of CollateralIntellectual Property, the Secured Party may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral Intellectual Property being sold, free from and discharged of all trusts, claims, right of redemption and equities of the Company, which are hereby waived and released.