Common use of Rights in Event of Default Clause in Contracts

Rights in Event of Default. (a) Upon the occurrence of an Event of Default, and at any time thereafter, Secured Party may declare the Secured Indebtedness immediately due and payable and shall have the rights and remedies of a secured party under the Texas Business and Commerce Code, as amended, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereof, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, Debtor shall remain liable for any deficiency. Any amounts held, realized or received by Secured Party' from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon the occurrence of an Event of DefaultDefault hereunder, and at any time thereafter, in addition to the rights granted pursuant to Section 6.1 hereof, but subject to the provisions of the Notes, Secured Party may declare the Secured Indebtedness immediately due and payable and payable. Upon the acceleration of the Secured Indebtedness, Secured Party shall have the rights and remedies of a secured party under the Texas Business and Commerce Code, as amended, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereof, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or may require Debtor Borrower to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send Debtor Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor Borrower at the address designated in this Agreement at least ten five (105) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, Debtor Borrower and shall constitute part of the Secured Indebtedness. Borrower shall remain liable for any deficiency. . (b) Secured Party may, but is not obligated to, exercise at any time and from time to time after the acceleration of the Secured Indebtedness, in its name or in the name of Borrower, all or any of Borrower's rights including, but not limited to, the following powers, with respect to all or any of the Collateral: (1) to instruct account debtors and lessees to pay Accounts and Rental Agreements directly to Secured Party or to a post office box address over which Secured Party has control; (2) to demand, sue xxx, collect, receive and give acquittance for any and all moneys due or to become due upon or by virtue thereof; (3) to receive, take, execute, sign, endorse, transfer, assign and deliver any and all checks, notes, drafts, documents and other negotiable and non-negotiable instruments and chattel paper taken or received by Secured Party in connection therewith; (4) to settle, compromise, compound, prosecute or defend any action or proceeding with respect thereto; (5) to sell, transfer, assign or otherwise deal in or with the Collateral or the proceeds or avails thereof or the relative goods, as fully and effectually as if Secured Party were the absolute owner thereof; and (6) to extend the time of payment of any or all thereof and to make any allowance and other adjustments with reference thereto; provided, however, the exercise by Secured Party of or failure to so exercise any such authority shall in no manner affect Borrower's liability to Secured Party hereunder or under the Notes or under any other document, agreement or instrument evidencing or securing any of the Secured Indebtedness, and provided further that Secured Party shall be under no obligation or duty to exercise any of the powers hereby conferred upon it and it shall be without liability for any act or failure to act in connection with any of the Collateral. (c) Any amounts held, realized or received by Secured Party' Party from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to the collection of accounts any Accounts, shall be applied by Secured Party in the following order toorder: (1) All First, to all costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the custody, preservation, use or operation of the Collateral; the sale of, collection from or other realization upon Collateral; and the exercise of Secured Party's rights under this Agreement or protecting its Agreement; (2) Second, to the payment of the Secured Indebtedness and/or the protection of Secured Party's interest in the Collateral; and then; (23) Third, to the payment or other satisfaction of all Secured Indebtednessany other liens or encumbrances upon any of the Collateral; (4) Fourth, to Borrower or its successors or assigns, or such other party as may be legally entitled thereto, or as a court of competent jurisdiction may direct. (bd) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (ce) The remedies of Secured Party hereunder are cumulativeSECURED PARTY MAY ENFORCE ITS RIGHTS UNDER THIS AGREEMENT WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) AND BORROWER EXPRESSLY WAIVES, RENOUNCES AND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE SECURED PARTY TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. IN SO PROVIDING FOR A NON JUDICIAL REMEDY, BORROWER RECOGNIZES AND CONCEDES THAT SUCH A REMEDY IS CONSISTENT WITH THE USAGE OF THE TRADE, IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAINING AT ARMS LENGTH. NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR BORROWER OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon Subject to the rights of the holders of the Senior Indebtedness, upon the occurrence of an Event of DefaultDefault (as defined in the Notes), and at any time thereafter, Secured Party may declare the Secured Indebtedness Parties may: (i) Declare any obligations secured hereby immediately due and payable and shall have have, in addition to all other rights and remedies granted to it in this Agreement, the Purchase Agreements or the Notes, all rights and remedies of a secured party “Secured Party” under the Texas Business and Commerce Uniform Commercial Code, as amended, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereoflaws, including including, without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose such Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame therefrom, or so long as the same may be accomplished without a breach of the peace. Such Secured Party may require Debtor to assemble the Collateral and make it available to such Secured Party at a place to be designated by such Secured Party which is reasonably convenient to both the parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, such Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, given to Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include such Secured Party's ’s reasonable attorneys' fees and expenses (including, but not limited to, reasonable fees and expenses of legal counsel), and Debtor agrees to pay such expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, . Debtor shall remain liable for any deficiency. Any amounts helddeficiency hereunder or under the Notes; (ii) Notify the account of debtors or obligors of any accounts, realized or received by Secured Party' from any sale chattel paper, negotiable instruments or other disposition evidences of Indebtedness remitted by Debtor to such Secured Parties as proceeds to pay such Secured Parties directly; (iii) Demand, xxx for, collect or make any compromise or settlement with reference to the Collateral or any part thereofas the Secured Parties, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to:their sole discretion, choose; and/or (1iv) All costsRemedy any default, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving being deemed to have waived any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (ai) Upon the occurrence of an Event of Default, Contractor shall immediately pay any outstanding Indebtedness amounts to the Company. (ii) Upon the occurrence of an Event of Default and at the failure thereafter of Contractor to pay to Company any time thereafterremaining outstanding Indebtedness amounts pursuant to the preceding sub-paragraph hereof, Secured Party the Company may declare the Secured Indebtedness all obligations secured hereby immediately due and payable and shall have the rights and remedies of a secured party Company under the Texas Business and Commerce Code, as amended, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereofUCC, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party the Company may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame there from, or so long as the same may be accomplished without a breach of the peace. The Company may require Debtor Contractor to assemble the Collateral and make it available to Secured Party the Company at a place to be designated by Secured Party the Company which is reasonably convenient to both the parties. Further, upon the exercise by the Company of any of its rights hereunder, Contractor grants to Company a perpetual, royalty free and exclusive license, easement, and right in any and all property, ownership, intellectual property and proprietary rights in the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party the Company will send Debtor Contractor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor Contractor at the address designated shown in Section V – “Administrative Procedures”, of this Agreement Contract at least ten (10) 10 days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's the Company’s reasonable attorneys' attorney’s fees and legal expenses, and Contractor agrees to pay such expenses, plus interest thereon at the maximum nonrate set forth in sub-usurious rate permitted by applicable law with respect to Debtor, Debtor section 8.3(b) hereof. Contractor shall remain liable for any deficiency. Any amounts held, realized or received by Secured Party' from any sale or other disposition of the Collateral or any part thereof, *** Certain information in this document has been omitted and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection filed separately with the exercise of Secured Party's rights under this Agreement or protecting its interest in Securities and Exchange Commission. Confidential treatment has been requested with respect to the Collateral; and then (2) the payment of all Secured Indebtednessomitted portions. (biii) Secured Party Company may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (civ) The remedies of Secured Party the Company hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Partythe Company. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon Subject to the rights of senior lenders and upon the occurrence and during the continuance of an Event of Default, in addition to the rights granted pursuant to Section 7.1, the Secured Party may, without notice to any Debtor (except as otherwise specified herein), do any or all of the following, all of which rights and at remedies are cumulative, and the exercise of any time thereafter, one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party: (i) Secured Party may declare the Secured Indebtedness immediately due and payable and shall have may exercise any of the rights and remedies of available to a secured party under the Texas Business and Commerce CodeUCC or otherwise available to Secured Party by agreement, as amendedat law or in equity, and under all other applicable laws of each state having jurisdiction over the Collateral or any part thereof, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party may may, with or without notice or process of any kind, enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or may require any Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send each Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to such Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's ’s reasonable attorneys' ’ fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtorsuch Debtor and shall constitute part of the Secured Indebtedness. Secured Party may apply the proceeds of any disposition of Collateral available for satisfaction of the Secured Indebtedness in any order of preference which Secured Party, in its sole discretion, chooses. Each Debtor shall remain liable for any deficiency. Any amounts held. (ii) Secured Party may retain all books and records of any Debtor. (iii) Secured Party may complete any uncompleted Inventory in the process of construction or completion. (iv) Secured Party may notify any of Debtor’s lessees, realized consignees, renters and/or debtors to make all payments directly to the Secured Party and to surrender, at the termination of any such lease, rental agreement or received by consignment, the item or items leased, rented or consigned, directly to the Secured Party' from any sale or other disposition of the Collateral or any part thereof, and all amounts received by . (v) Secured Party pursuant may cure any default in any reasonable manner and add the cost of such cure to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (c) The remedies Upon the occurrence and during the continuance of an Event of Default, Secured Party hereunder are cumulativemay enforce its rights under this Agreement without resort to prior judicial process or judicial hearing, and each Debtor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require Secured Party to enforce its rights by judicial process. In so providing for a non-judicial remedy, each Debtor recognizes and concedes that such a remedy is consistent with the exercise of any one or more usage of the remedies provided for herein shall not be construed as a waiver trade, is responsive to commercial necessity and is the result of bargaining at arms length. Nothing in this Agreement is intended to prevent any of Debtor or the other remedies of Secured PartyParty from resorting to judicial process at such party’s option. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Each Debtor agrees that, that in performing any act required of such Debtor under this Agreement, Agreement that time shall be of the essence and that Secured Party's ’s acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of any Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring. (e) Upon the occurrence and during the continuance of an Event of Default, Secured Party may at any time demand, sxx for, collect or make any compromise or settlement with reference to the Collateral as Secured Party, in its sole discretion, chooses. Secured Party may delay exercising or omit to exercise any right or remedy under this Agreement without waiving that or any other past, present or future right or remedy, except in writing signed by Secured Party.

Rights in Event of Default. (a) Upon Should Buyer default under the occurrence terms of an Event this Contract, Seller shall so notify the Escrow Agent by affidavit specifying the nature of Defaultsuch default, and at Escrow Agent shall thereupon deliver to Seller the Xxxxxxx Money and any time thereafterinterest thereon. Seller and Buyer acknowledge and agree that damages would be difficult if not impossible to ascertain, Secured Party may declare and that the Secured Indebtedness immediately due Xxxxxxx Money shall be and payable represent liquidated damages for any default on the part of Buyer or his assignee, which liquidated damages shall be the full extent of the liability of Buyer with respect to any default hereunder, and Seller shall have no other right, claim or cause of action against Buyer except for the following (in each of the following cases notwithstanding, and in addition to, Seller’s receipt of the Xxxxxxx Money): (i) Seller shall retain all rights to collect damages against Buyer for all liability, damages, claims, demands, losses, costs and remedies expenses (including, without limitation, reasonable attorneys’ fees) arising by reason of Buyer’s entry on the Property and/or studies and investigations conducted with respect to said Property; (ii) Seller shall retain all rights to collect damages against Buyer for all liability, damages, claims, demands, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising by reason of a secured party under lien assessed against the Texas Business Property by reason of Buyer’s failure to timely pay any costs associated with the Survey, studies and Commerce Code, as amended, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereof, including without limitation thereto, the right investigations; and (iii) Seller shall retain all rights to sell, lease or otherwise dispose of any or enforce all of the Collateral and the right to take possession Surviving Obligations against Buyer. (b) Should Seller default under any of the Collateralprovisions of this Contract, Buyer may, as its sole remedy, either (i) demand specific performance of this Contract or (ii)(x) consider the Contract terminated as its sole remedy, in which event the Xxxxxxx Money and any interest thereon shall be returned to Buyer, and (y) retain any claims for damages that purpose Secured Party Buyer may enter upon any premises have against Seller on which account of Seller’s default (but in no event to exceed the Collateral or any part thereof may be situated and remove amount of Xxxxxxx Money that was held by the Collateral or books and records evidencing same, or may require Debtor to assemble the Collateral and make it available to Secured Party Escrow Agent at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or Seller’s default). Buyer shall provide Seller with written notification of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor at the address designated in this Agreement at least its election within ten (10) days before the time of the sale of disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, Debtor shall remain liable for any deficiency. Any amounts held, realized or received by Secured Party' from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent Seller’s default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon the occurrence and during the continuance of an Event of Default, in addition to the rights granted pursuant to Section 6.1, the Secured Party may, without notice to any Debtor (except as otherwise specified herein), do any or all of the following, all of which rights and at remedies are cumulative, and the exercise of any time thereafter, one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party: (i) Secured Party may declare the Secured Indebtedness immediately due and payable and shall have may exercise any of the rights and remedies of available to a secured party under the Texas Business and Commerce CodeUCC or otherwise available to Secured Party by agreement, as amendedat law or in equity, and under all other applicable laws of each state having jurisdiction over the Collateral or any part thereof, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party may may, with or without notice or process of any kind, enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or may require any Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send each Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to such Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtorsuch Debtor and shall constitute part of the Secured Indebtedness. Secured Party may apply the proceeds of any disposition of Collateral available for satisfaction of the Secured Indebtedness in any order of preference which Secured Party, in its sole discretion, chooses. Each Debtor shall remain liable for any deficiency. Any amounts held. (ii) Secured Party may retain all books and records of any Debtor. (iii) Secured Party may complete any uncompleted Inventory in the process of construction or completion. (iv) Secured Party may notify any of Debtor's lessees, realized consignees, renters and/or debtors to make all payments directly to the Secured Party and to surrender, at the termination of any such lease, rental agreement or received by consignment, the item or items leased, rented or consigned, directly to the Secured Party' from any sale or other disposition of the Collateral or any part thereof, and all amounts received by . (v) Secured Party pursuant may cure any default in any reasonable manner and add the cost of such cure to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Upon the occurrence and during the continuance of an Event of Default, Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (c) The remedies Upon the occurrence and during the continuance of an Event of Default, Secured Party hereunder are cumulativemay enforce its rights under this Agreement without resort to prior judicial process or judicial hearing, and each Debtor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require Secured Party to enforce its rights by judicial process. In so providing for a non-judicial remedy, each Debtor recognizes and concedes that such a remedy is consistent with the exercise of any one or more usage of the remedies provided for herein shall not be construed as a waiver trade, is responsive to commercial necessity and is the result of bargaining at arms length. Nothing in this Agreement is intended to prevent any of Debtor or the other remedies of Secured PartyParty from resorting to judicial process at such party's option. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Each Debtor agrees that, that in performing any act required of such Debtor under this Agreement, Agreement that time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of any Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring. (e) Upon the occurrence and during the continuance of an Event of Default, Secured Party may at any time demand, xxx for, collect or make any compromise or settlement with reference to the Collateral as Secured Party, in its sole discretion, chooses. Secured Party may delay exercising or omit to exercise any right or remedy under this Agreement without waiving that or any other past, present or future right or remedy, except in writing signed by Secured Party.

Rights in Event of Default. (a) Upon In addition to any other rights which the Secured Party may have at law or hereunder, upon the occurrence of an Event of Default, and at any time thereafterthereafter that such Event of Default remains uncured, the Secured Party may declare the Secured Indebtedness may: (i) Declare all obligations secured hereby immediately due and payable and shall have the rights and remedies of a "secured party party" under the Texas Business and Commerce Code, as amended, and under other applicable laws of each state having UCC in effect in the local jurisdiction over where the Collateral or any part thereofis located, including including, without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose the Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame therefrom, or so long as the same may be accomplished without a breach of the peace. The Secured Party may require the Debtor to assemble the Collateral and and, to the extent reasonably practicable, make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesthe parties and thereafter hold the Collateral absolutely free from any claim or right whatsoever, and such demand, notice and right or equity being hereby expressly waived and released. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send the Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, given to the Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include the Secured Party's reasonable attorneys' fees and expenses (including, but not limited to, reasonable fees and expenses of legal counsel), and the Debtor agrees to pay such reasonable fees and expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, set forth in Section 3(c) hereof. The Debtor shall remain liable for any deficiency. Any amounts helddeficiency hereunder or under the Notes; (ii) Execute, realized sign, endorse, transfer or received by Secured Party' from any sale deliver in the name of the Debtor, notes, checks, drafts or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) instruments for the payment of all Secured Indebtednessmoney and receipts, certificates of origin, applications for certificates of title or any other documents, necessary to evidence, perfect or realize upon the security interest and obligations created by this Agreement. (biii) Notify the account of debtors or obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness remitted by the Debtor to the Secured Party may remedy as proceeds to pay the Purchasers directly; (iv) Demand, sue for, collect or make any compromise or settlement with rexxxence to the Collateral as the Secured Party, in its sole discretion, chooses; and (v) Remedy any default and may waive any default without waiving the default remedied or without waiving being deemed to have waived any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon In addition to any other rights which the Secured Party may have at law or hereunder, upon the occurrence and during the continuation of an Event of Default, and at any time thereafterthereafter that such Event of Default remains uncured, the Secured Party may declare the Secured Indebtedness may: (i) Declare all obligations secured hereby immediately due and payable and shall have the rights and remedies of a "secured party party" under the Texas Business and Commerce Code, as amended, and under other applicable laws of each state having UCC in effect in the local jurisdiction over where the Collateral or any part thereofis located, including including, without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose the Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame therefrom, or so long as the same may be accomplished without a breach of the peace. The Secured Party may require Debtor the Debtors to assemble the Collateral and and, to the extent reasonably practicable, make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesthe parties and thereafter hold the Collateral absolutely free from any claim or right whatsoever, and such demand, notice and right or equity being hereby expressly waived and released. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send Debtor the Debtors reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, given to Debtor at the address designated in this Agreement Debtors at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include the Secured Party's reasonable attorneys' fees and expenses (including, but not limited to, reasonable fees and expenses of legal counsel), and the Debtors agree to pay such reasonable fees and expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, Debtor set forth in Section 3(c) hereof. The Debtors shall remain jointly and severally liable for any deficiency. Any amounts helddeficiency hereunder or under the Note; (ii) Execute, realized sign, endorse, transfer or received by Secured Party' from any sale deliver in the name of the Debtors, notes, checks, drafts or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) instruments for the payment of all Secured Indebtednessmoney and receipts, certificates of origin, applications for certificates of title or any other documents, necessary to evidence, perfect or realize upon the security interest and obligations created by this Agreement. (biii) With respect to any such asset constituting Collateral, notify the account of debtors or obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness remitted by the Debtors to the Secured Party may remedy as proceeds to pay the Secured Party directly; (iv) Demand, sue for, collect or make any compromise or settlxxxnt with reference to the Collateral as the Secured Party, in its sole discretion, chooses; and (v) Remedy any default and may waive any default without waiving the default remedied or without waiving being deemed to have waived any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a1) Upon the occurrence of an Event of Default, or if Secured Party deems payment of Debtor's obligations to Secured Party to be insecure, and at any time thereafter, Secured Party may declare the Secured Indebtedness all obligations secured hereby immediately due and payable and shall have the rights and remedies of a secured party Secured Party under the Texas Business and Commerce Code, as amended, and under other applicable laws Uniform Commercial Code of each state having jurisdiction over the Collateral or any part thereofGeorgia, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or same therefrom. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on in a recognized market, Secured Party will send give Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. The requirement requirements of sending reasonable notice shall be met if as such notice is mailed, postage prepaid, to the address of Debtor shown at the address designated in beginning of this Security Agreement at least ten five (105) days before the time of the sale of or disposition. After sale, all monies will be applied to Security Agreement, and Debtor will be liable for any remaining deficiencies. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious highest legal rate permitted by applicable law with respect to Debtor, per annum. Debtor shall remain liable for any deficiency. Any amounts held, realized or received by Secured Party' from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then. (2) the payment of all Secured Indebtedness. (b) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default.. ' (c3) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon the occurrence and during the continuance of an Event of Default, and subject to any cure period set forth in the Note: (a) Secured Party may, but is not obligated to, exercise, subject to any regulatory or legal notice requirements, at any time thereafterand from time to time, in its name or in the name of Debtor, all or any of Debtor's rights with respect to all or any of the Collateral; provided, however, the exercise by the Secured Party of or failure to so exercise any such authority shall in no manner affect Debtor's liability to the Secured Party hereunder or under the Note or under any other document, agreement or instrument evidencing or securing any of the Secured Indebtedness, and provided further that Secured Party shall be under no obligation or duty to exercise any of the powers hereby conferred upon it and it shall be without liability for any act or failure to act in connection with any of the Collateral. (b) Secured Party may declare the Secured Indebtedness immediately due and payable and shall have the rights and remedies of a secured party under the Texas Business and Commerce Code, as amended, California law and under the other applicable laws of each state having jurisdiction over the Collateral or any part thereofthereof including, including without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor at the his address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum nonpost-usurious default rate permitted by applicable law with respect to Debtor, set forth in the Note and shall constitute part of the Secured Indebtedness. Debtor shall remain liable for any deficiency. . (c) In addition to the rights and remedies referred to above, Secured Party may, in its discretion, sell, assign and deliver all or any part of the Collateral at any Broker's Board or at public or private sale without notice or advertisement, and bid and become the purchaser at any public sale or at any Broker's Board. (d) Any amounts held, realized or received by Secured Party' Party from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts thereof shall be applied by the Secured Party in the following order toorder: (1) All First, to all costs, expenses and liabilities of the Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of the Secured Party's rights under this Agreement or protecting the protection of its interest in the Collateral; and then; (2) Second, to the payment payment, in such order as the Secured Party elects, of all the Secured Indebtedness; and (3) Third, to Debtor or his heirs, legal representatives, successors or assigns, or as a court of competent jurisdiction may direct. (be) The Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (cf) The remedies of Secured Party hereunder are cumulativeTHE SECURED PARTY MAY ENFORCE ITS RIGHTS UNDER THIS AGREEMENT WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) AND DEBTOR EXPRESSLY WAIVES, RENOUNCES AND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE THE SECURED PARTY TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. IN SO PROVIDING FOR A NON-JUDICIAL REMEDY, DEBTOR RECOGNIZES AND CONCEDES THAT SUCH A REMEDY IS CONSISTENT WITH THE USAGE OF THE TRADE, IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAINING AT ARMS LENGTH. NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR THE SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER ANY PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon Subject to the rights of the holders of the Senior Indebtedness, upon the occurrence of an Event of DefaultDefault (as defined below), and at any time thereafter, Secured Party may declare the Secured Indebtedness Parties may: (i) Declare any obligations secured hereby immediately due and payable and shall have have, in addition to all other rights and remedies granted to it in this Agreement or the Notes, all rights and remedies of a secured party “Secured Party” under the Texas Business and Commerce Uniform Commercial Code, as amended, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereoflaws, including including, without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose such Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame therefrom, or so long as the same may be accomplished without a breach of the peace. Such Secured Party may require Debtor to assemble the Collateral and make it available to such Secured Party at a place to be designated by such Secured Party which is reasonably convenient to both the parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, such Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, given to Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include such Secured Party's ’s reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect and Debtor agrees to Debtor, pay such expenses. Debtor shall remain liable for any deficiency. Any amounts helddeficiency hereunder or under the Notes; (ii) Notify the account of debtors or obligors of any accounts, realized or received by Secured Party' from any sale chattel paper, negotiable instruments or other disposition evidences of Indebtedness remitted by Debtor to such Secured Parties as proceeds to pay such Secured Parties directly; (iii) Demand, xxx for, collect or make any compromise or settlement with reference to the Collateral or any part thereofas the Secured Parties, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to:their sole discretion, choose; and/or (1iv) All costsRemedy any default, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving being deemed to have waived any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon In addition to any other rights which the Secured Party may have at law or hereunder, upon the occurrence and during the continuation of an Event of Default, and at any time thereafterthereafter that such Event of Default remains uncured, the Secured Party may declare the Secured Indebtedness may: (i) Declare all obligations secured hereby immediately due and payable and shall have the rights and remedies of a "secured party party" under the Texas Business and Commerce Code, as amended, and under other applicable laws of each state having UCC in effect in the local jurisdiction over where the Collateral or any part thereofis located, including including, without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose the Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame therefrom, or so long as the same may be accomplished without a breach of the peace. The Secured Party may require Debtor the Debtors to assemble the Collateral and and, to the extent reasonably practicable, make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesthe parties and thereafter hold the 9 Collateral absolutely free from any claim or right whatsoever, and such demand, notice and right or equity being hereby expressly waived and released. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send Debtor the Debtors reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, given to Debtor at the address designated in this Agreement Debtors at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include the Secured Party's reasonable attorneys' fees and expenses (including, but not limited to, reasonable fees and expenses of legal counsel), and the Debtors agree to pay such reasonable fees and expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, Debtor set forth in Section 3(c) hereof. The Debtors shall remain jointly and severally liable for any deficiency. Any amounts helddeficiency hereunder or under the Note; (ii) Execute, realized sign, endorse, transfer or received by Secured Party' from any sale deliver in the name of the Debtors, notes, checks, drafts or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to: (1) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) instruments for the payment of all Secured Indebtednessmoney and receipts, certificates of origin, applications for certificates of title or any other documents, necessary to evidence, perfect or realize upon the security interest and obligations created by this Agreement. (biii) With respect to any such asset constituting Collateral, notify the account of debtors or obligors of any accounts, chattel paper, negotiable instruments or other evidences of indebtedness remitted by the Debtors to the Secured Party may remedy as proceeds to pay the Secured Party directly; (iv) Demand, xxx for, collect or make any compromise or settlement with reference to the Collateral as the Secured Party, in its sole discretion, chooses; and (v) Remedy any default and may waive any default without waiving the default remedied or without waiving being deemed to have waived any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon the occurrence of an Event of Default, and at any time thereafter, or in the event Secured Party deems itself insecure, Secured Party may declare the Secured Indebtedness immediately due and payable and shall have the rights and remedies of a secured party under the Texas Business and Commerce Code, as amended, Uniform Commercial Code and under other applicable laws of each state having jurisdiction over the Collateral collateral or any part thereof, including without limitation thereto, the right to sell, lease or otherwise dispose of any or all of the Collateral collateral and the right to take possession of the Collateral, and for that purpose Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing same, or may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Unless the Collateral collateral is perishable or threatens to decline speedily in value value, or is of a type customarily sold on a recognized market, Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include Secured Party's reasonable attorneys' fees and legal expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, . Debtor shall remain liable for any deficiency. Any amounts held, realized or received by Secured Party' Party from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts Accounts shall be applied by Secured Party in the following order to: (1) All all costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; (2) the payment, in the following order (i) all interest owing on the Note, (ii) all principal owing on the Note (whether or not then due); (iii) all other Secured Indebtedness of Debtor to Secured Party; and then (23) any other amounts held, realized or received by Secured Party pursuant to the payment provisions hereof may at the election of all Secured IndebtednessParty be applied by Secured Party in the foregoing manner, or at the election of Secured Party may be paid to Debtor, its successors or assigns, or as a court of competent jurisdiction may direct. (b) Secured Party may remedy any default and may waive any default without waiving the default remedied or without waiving any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) SECURED PARTY MAY ENFORCE ITS RIGHTS UNDER THIS AGREEMENT WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING, AND DEBTOR EXPRESSLY WAIVES, RENOUNCES AND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE SECURED PARTY TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. IN SO PROVIDING FOR A NON-JUDICIAL REMEDY, DEBTOR RECOGNIZES AND CONCEDES THAT SUCH A REMEDY IS CONSISTENT WITH THE USAGE OF THE TRADE, IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAINING AT ARMS LENGTH. NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT AS EITHER PARTY'S OPTION. (e) Debtor agrees that, that in performing any act under this Agreement, Agreement that time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.

Rights in Event of Default. (a) Upon In addition to any other rights which the Secured Party may have at law or hereunder, upon the occurrence of an Event of Default, and at any time thereafter, the Secured Party may declare the Secured Indebtedness may: (i) Declare all obligations secured hereby immediately due and payable and shall have the rights and remedies of a "secured party party" under the Texas Business and Commerce Code, as amendedincluding, and under other applicable laws of each state having jurisdiction over the Collateral or any part thereof, including without limitation theretolimitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose the Secured Party may enter upon any premises on which the Collateral or any part thereof may be situated and remove the Collateral or books and records evidencing samesame therefrom, or so long as the same may be accomplished without a breach of the peace. The Secured Party may require Debtor to assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both the parties. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, given to Debtor at the address designated in this Agreement at least ten (10) days before the time of the sale of or disposition. Expenses of retaking, holding, preparing for sale, selling or the like shall include the Secured Party's reasonable attorneys' fees and expenses (including, but not limited to, reasonable fees and expenses of legal counsel), and Debtor agrees to pay such expenses, plus interest thereon at the maximum non-usurious rate permitted by applicable law with respect to Debtor, set forth in paragraph 3(c) hereof. Debtor shall remain liable for any deficiency. Any amounts helddeficiency hereunder or under the Note; (ii) Notify the account of debtors or obligors of any accounts, realized chattel paper, negotiable instruments or received other evidences of indebtedness remitted by Debtor to the Secured Party as proceeds to pay the Secured Party directly; (iii) Demand, sue xxx, collect or make any compromise or settlement with reference to the Collateral as the Secured Party' from any sale or other disposition of the Collateral or any part thereof, and all amounts received by Secured Party pursuant to collection of accounts shall be applied by Secured Party in the following order to:its sole discretion, chooses; and (1iv) All costs, expenses and liabilities of Secured Party (including attorneys' fees and expenses) incurred in connection with the exercise of Secured Party's rights under this Agreement or protecting its interest in the Collateral; and then (2) the payment of all Secured Indebtedness. (b) Secured Party may remedy Remedy any default and may waive any default without waiving the default remedied or without waiving being deemed to have waived any other prior or subsequent default. (c) The remedies of Secured Party hereunder are cumulative, and the exercise of any one or more of the remedies provided for herein shall not be construed as a waiver of any of the other remedies of Secured Party. (d) NOTHING IN THIS AGREEMENT IS INTENDED TO PREVENT DEBTOR OR SECURED PARTY FROM RESORTING TO JUDICIAL PROCESS AT EITHER PARTY'S OPTION. (e) Debtor agrees that, in performing any act under this Agreement, time shall be of the essence and that Secured Party's acceptance of a partial or delinquent payment or payments, or the failure of Secured Party to exercise any right or remedy shall not be a waiver of any obligation of Debtor hereunder or any right of Secured Party or constitute a waiver of any other similar default subsequently occurring.