Common use of Rights of Secured Party Clause in Contracts

Rights of Secured Party. Upon the occurrence of an Event of Default, -------------------------- SECURED PARTY may, at its option, do any one or more of the following: (a) declare all indebtedness of AMLH to SECURED PARTY to be immediately due and payable, whereupon all unpaid principal and interest on the Note shall become and be immediately due and payable; (b) exercise any and/or all of the rights and remedies of a secured party as provided for by the Uniform Commercial Code of the State of Florida; (c) proceed by an action or actions at law or in equity to recover the indebtedness secured hereby or to foreclose under this Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction; (d) proceed immediately to have any or all of the Collateral registered in SECURED PARTY's name or in the name of its nominee; (e) exercise all voting rights with respect to the Collateral and all other rights; (f) enforce one or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateral, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereof, at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY or any purchaser to purchase at any such sale either the whole or any part of the Collateral (in connection with any such sale or disposition, SECURED PARTY shall give 10 calendar days or more notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption Period.

Rights of Secured Party. Upon the occurrence of an If any Event of Default, -------------------------- SECURED PARTY may, at its option, do any one or more of the following: (a) declare all indebtedness of AMLH to SECURED PARTY to be immediately due and payable, whereupon all unpaid principal and interest on the Note Default shall become have occurred and be immediately due and payable; (b) continuing, the Collateral Agent may exercise any and/or on behalf of Purchaser all of the rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as provided in this Agreement or as may be required by mandatory provisions of law, shall: (i) deliver all Collateral consisting of shares of Common Stock or Marketable Securities (but not, in either case, in excess of the number of shares deliverable under the Contract at such time) or other property to Purchaser on the date of such Event of Default (in either case, the “Delivery Date”), whereupon Purchaser shall hold such shares of Common Stock or Marketable Securities or other property absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Contract, sell all of the remaining Collateral, or such lesser portion of the remaining Collateral as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Contract, at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales may be made with the least amount of costs and taxes and in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser of such Collateral. Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Article 9 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion of such Collateral so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Uniform Commercial Code Collateral Agent until the selling price is paid by the purchaser of such Collateral, but the Collateral Agent shall not incur any liability in case of the State failure of Florida; (c) such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale conferred upon it in this Agreement, may proceed by an action a suit or actions suits at law or in equity to recover foreclose the indebtedness secured hereby or to foreclose under this Agreement security interests and sell the Collateral, or any portion thereofof such Collateral, pursuant to under a judgment or decree of a court or courts of competent jurisdiction; (d) proceed immediately to have any or all of the Collateral registered in SECURED PARTY's name or in the name of its nominee; (e) exercise all voting rights with respect to the Collateral and all other rights; (f) enforce one or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateral, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereof, at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY or any purchaser to purchase at any such sale either the whole or any part of the Collateral (in connection with any such sale or disposition, SECURED PARTY shall give 10 calendar days or more notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption Period.

Rights of Secured Party. Upon the occurrence of an Event of Defaulta. The Secured Party may, -------------------------- SECURED PARTY mayfrom time to time, at its option, do perform any one agreement of Debtors hereunder which Debtors shall fail to perform and take any other action which the Secured Party deems necessary for the maintenance or more preservation of any of the following: (a) declare Collateral or its security interest therein, and Debtors agree to forthwith reimburse the Secured Party for all indebtedness expenses of AMLH to SECURED PARTY to be immediately due and payablethe Secured Party in connection with the foregoing, whereupon all unpaid principal and together with interest thereon at the Default Rate of interest on Prime Rate Loans then applicable under the Note Agreement from the date of demand until reimbursed by Debtors. b. Secured Party and Lenders shall become have, in addition to the rights and be immediately due remedies given to it under this Security Agreement and payable; (b) exercise any and/or the Agreement, all of the rights and remedies of a secured party as provided for by under the UCC or under the Uniform Commercial Code as enacted in any jurisdiction in which any of the State Collateral may be located and all rights and remedies allowed by all applicable Laws, all of Florida; (c) proceed which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by an action or actions at law or said Laws. Each Debtor hereby expressly waives, to the fullest extent permitted by such applicable Law, any right of redemption in equity to recover the indebtedness secured hereby or to foreclose under this Agreement and sell the Collateral, any and all notices, advertisements, hearings or process of law in connection with the exercise by the Secured Party or the Lenders of any of their rights and remedies. Upon demand after the occurrence of an Event of Default, each Debtor agrees to assemble, at its expense, all of its Collateral at such place or places designated by the Secured Party, and the Secured Party may, to the fullest extent of the Law, (i) enter upon such places or any portion thereofother premises where any of the Collateral may be located, pursuant without any obligation to a judgment pay rent to any Debtor, and take possession of and remove such Collateral or decree of a court render such Collateral unusable, (ii) sell or courts of competent jurisdiction; (d) proceed immediately to have lease any or all of the Collateral registered in SECURED PARTY's name or in the name of its nominee; (e) exercise all voting rights with respect to the Collateral and all other rights; (f) enforce one or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateral, or free of all rights and claims of any part thereof, Debtor therein and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereofthereto, at any public or private sale or sales, at any exchange, brokerconducted on Debtor's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY premises or any purchaser to other location designated by the Secured Party, and (iii) bid for and purchase any or all of such Collateral at any such sale either the whole or sale. Any notification of intended disposition of any part of the Collateral required by Law shall be deemed reasonably and properly given if given to the respective Debtor at the address and in the manner set forth in Section 9 hereof at least ten (10) Business Days before such disposition. Any proceeds of any disposition by the Secured Party of any of the Collateral may be applied by the Secured Party to the payment of expenses incurred in connection with the Collateral, including reasonable attorneys' fees and legal expenses, and any balance of such proceeds may be applied by the Secured Party toward the payment of such of the Secured Obligations in the order of application set forth in the Agreement. c. Notwithstanding anything to the contrary contained herein, if at any time any assignment of a Permit requires the prior consent or approval of the issuer of such Permit under then existing Law, the Secured Party will not take any action pursuant to this Agreement which would constitute or result in any such assignment without it first obtaining or causing the respective Debtor to first obtain such consent or approval of such issuer. Each Debtor agrees to take any action which the Secured Party may reasonably request in order to obtain and enjoy the full rights and benefits granted to the Secured Party by this Security Agreement and each other agreement, instrument and document delivered to the Secured Party in connection herewith or in any document evidencing or securing the Collateral, to use its best efforts to assist in obtaining the consent or approval of the issuer of any Permit or any other regulatory authority for any action or transaction contemplated by this Security Agreement which is then required by Law, and specifically, without limitation, upon request, to prepare, sign and file with the appropriate Permit issuer or regulatory authority the assignor's or transferor's portion of any application or applications for consent to the assignment of such Permit necessary or appropriate under the Permit issuer's or other regulatory authority's rules and regulations for approval of any sale or disposition, SECURED PARTY shall give 10 calendar days sales of Collateral by or more notice on behalf of the time Secured Party and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption PeriodLenders.

Rights of Secured Party. Upon Pledgor agrees that Secured Party may at any time, whether before or after the occurrence of an Event of DefaultDefault and without notice or demand of any kind, -------------------------- SECURED PARTY may(i) notify the obligor on or issuer of any Collateral to-make payment to Secured Party of any amounts due or distributable thereon, at its option, do any one or more of the following: (aii) declare all indebtedness of AMLH to SECURED PARTY to be immediately due and payable, whereupon all unpaid principal and interest on the Note shall become and be immediately due and payable; (b) exercise any and/or all of the rights and remedies of a secured party as provided for by the Uniform Commercial Code of the State of Florida; (c) proceed by an action or actions at law or in equity to recover the indebtedness secured hereby or to foreclose under this Agreement and sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction; (d) proceed immediately to have any or all of the Collateral registered in SECURED PARTYPledgor's name or in the Secured Party's name enforce collection of its nominee; (e) exercise all voting rights with respect to the any Collateral and all other rights; (f) enforce one by suit or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateralotherwise, or any part thereofsurrender, and in connection therewith, sell release or otherwise dispose of and deliver the Collateral, or any part thereof, at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY or any purchaser to purchase at any such sale either the whole exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral, (iii) receive all proceeds of the Collateral, and (iv) hold any increase or profits received from the Collateral (as additional security for the Obligations, except that any money received from the Collateral shall, at Secured Party's option, be applied in connection with any such sale or disposition, SECURED PARTY shall give 10 calendar days or more notice reduction of the time and place Obligations, in such order of any public sale application as Secured Party may determine, or be remitted to Debtor. THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. THIS AGREEMENT CONTAINS ADDITIONAL PROVISIONS SET FORTH ON PAGE 2 HEREOF, ALL OF WHICH ARE MADE A PART HEREOF. XXXX X. XXXXXX --------------------------- Pledgor's Name By ________________________ Title:_____________________ By_________________________ Title:_____________________ *0735* MODIFICATION AND EXTENSION AGREEMENT THE STATE OF TEXAS ) COUNTY OF XXXXXX ) This MODIFICATION AND EXTENSION AGREEMENT ("Agreement") is executed this 20TH day of DECEMBER, 2000, but effective as of the time after which a private sale may take place16TH day of NOVEMBER, which 2000 by and between FAITH WALK DESIGNS, INC. ("Borrower"), whose address for notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third partyhereunder is identified below, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the NoteSTERLING BANK, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption Period.a Texas banking corporation;

Rights of Secured Party. Upon the occurrence of an Event of a Default, -------------------------- SECURED PARTY Secured Party may, at its option, do any one or more of the following: : (a) declare all indebtedness of AMLH Pledgor to SECURED PARTY Secured Party to be immediately due and payable, whereupon all unpaid principal and interest on the Promissory Note shall become and be immediately due and payable; ; (b) exercise any and/or and all of the rights and remedies of a secured party as provided for by the Uniform California Commercial Code of the State of Florida; Code; (c) proceed by an action or actions at law or in equity to recover the indebtedness secured hereby or to foreclose under this Agreement and sell the Collateralcollateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction; ; (d) proceed immediately to have any or all of the Collateral Pledged Stock registered in SECURED PARTYSecured Party's name or in the name of its a nominee; ; (e) exercise all voting rights with respect to the Collateral Pledged Stock and all other corporate rights; , including any rights of conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Secured Party were the absolute owner thereof, including, without limitation, the right to exchange any or all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other readjustment of Pledgor; (f) enforce one or more remedies hereunder, successively or concurrently; and and (g) proceed immediately to dispose of and realize upon the CollateralPledged Stock, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the CollateralPledged Stock, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTYSecured Party's offices or elsewhere, at such prices and on such terms as SECURED PARTY Secured Party may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY Secured Party or any purchaser to purchase at any such sale either the whole or any part of the Collateral Pledged Stock (in connection with any such sale or disposition, SECURED PARTY shall Secured Party need not give 10 more than thirty (30) calendar days or more notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR Pledgor hereby acknowledges to be reasonable ["Notice of Sale"]reasonable). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption Period.

Rights of Secured Party. Upon Secured Party shall have the occurrence rights contained in (y) this Section (except as provided in clause (z)) at all times during the period of time this Agreement is effective, and (z) Section 9(a), clauses(i), (ii) and (iv) if an Event of Default, -------------------------- SECURED PARTY may, at its option, do any one or more of the following:Default exists. (a) declare all indebtedness Power of AMLH to Attorney. PLEDGOR HEREBY IRREVOCABLY GRANTS TO SECURED PARTY to be immediately due and payablePLEDGOR'S PROXY AND APPOINTS SECURED PARTY AS PLEDGOR'S ATTORNEY-IN-FACT, whereupon all unpaid principal and interest on the Note shall become and be immediately due and payable; (b) exercise any and/or all of the rights and remedies of a secured party as provided for by the Uniform Commercial Code of the State of Florida; (c) proceed by an action or actions at law or in equity to recover the indebtedness secured hereby or to foreclose under this Agreement and sell the CollateralWITH FULL AUTHORITY IN THE PLACE AND STEAD OF PLEDGOR AND IN THE NAME OF PLEDGOR OR OTHERWISE, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction; (d) proceed immediately to have any or all of the Collateral registered in TO TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH SECURED PARTY MAY FROM TIME TO TIME IN SECURED PARTY's name 'S DISCRETION DEEM NECESSARY OR APPROPRIATE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THE FOLLOWING ACTION: (i) subject to any applicable Insurance Holding Company Laws, transfer any securities, instruments, documents or certificates pledged as Collateral in the name of Secured Party or its nominee; ; (eii) use any interest, premium or principal payments, conversion or redemption proceeds or other cash proceeds received in connection with any Collateral to reduce any of the Indebtedness; (iii) exchange any of the securities pledged as Collateral for any other property upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, and, in connection therewith, to deposit and deliver any and all of such securities with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as Secured Party may deem necessary or appropriate; (iv) exercise all voting or comply with any conversion, exchange, redemption, subscription or any other right, privilege or option pertaining to any securities pledged as Collateral; provided, however, except as provided herein, Secured Party shall not have a duty to exercise or comply with any such right, privilege or option (whether conversion, redemption or otherwise) and shall not be responsible for any delay or failure to do so; and (v) file any claims or take any action or institute any proceedings which Secured Party may deem necessary or appropriate for the collection and/or preservation of the Collateral or otherwise to enforce the rights of Secured Party with respect to the Collateral and all other rights; Collateral. THE PROXY AND POWER OF ATTORNEY HEREIN GRANTED, AND EACH STOCK POWER AND SIMILAR POWER NOW OR THEREAFTER GRANTED (f) enforce one or more remedies hereunderINCLUDING ANY EVIDENCED BY A SEPARATE WRITING), successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateral, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereof, at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY or any purchaser to purchase at any such sale either the whole or any part of the Collateral (in connection with any such sale or disposition, SECURED PARTY shall give 10 calendar days or more notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption PeriodARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO FINAL PAYMENT IN FULL OF THE INDEBTEDNESS.

Rights of Secured Party. Upon the occurrence of an If any Event of Default, -------------------------- SECURED PARTY may, at its option, do any one or more of the following: (a) declare all indebtedness of AMLH to SECURED PARTY to be immediately due and payable, whereupon all unpaid principal and interest on the Note Default shall become have occurred and be immediately due and payable; (b) continuing, the Collateral Agent may exercise any and/or on behalf of Purchaser all of the rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as provided in this Agreement or as may be required by applicable law, shall: (i) deliver all Collateral consisting of shares of Common Stock or Reference Property (but not, in either case, in excess of the number of shares deliverable under the Contract at such time) to Purchaser on the date of such Event of Default (in either case, the "Delivery Date"), whereupon Purchaser shall hold such shares of Common Stock or Reference Property absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be insufficient to satisfy in full all of the obligations of Pledgor under the Contract, sell all of the remaining Collateral, or such lesser portion of the remaining Collateral as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Contract, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser of such Collateral. Subject to applicable law, each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Article 9 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale and (2) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Uniform Commercial Code Collateral Agent until the selling price is paid by the purchaser of such Collateral, but the Collateral Agent shall not incur any liability in case of the State failure of Florida; (c) such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale conferred upon it in this Agreement, may proceed by an action a suit or actions suits at law or in equity to recover foreclose the indebtedness secured hereby or to foreclose under this Agreement security interests granted hereunder and sell the Collateral, or any portion thereofof such Collateral, pursuant to under a judgment or decree of a court or courts of competent jurisdiction; (d) proceed immediately to have any or all of the Collateral registered in SECURED PARTY's name or in the name of its nominee; (e) exercise all voting rights with respect to the Collateral and all other rights; (f) enforce one or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateral, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereof, at public or private sale or sales, at any exchange, broker's board or at any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem best, for cash or on credit, or for future delivery without assumption of any credit risk, with the right of SECURED PARTY or any purchaser to purchase at any such sale either the whole or any part of the Collateral (in connection with any such sale or disposition, SECURED PARTY shall give 10 calendar days or more notice of the time and place of any public sale or of the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption Period.

Rights of Secured Party. Upon the occurrence of an If any Event of Default, -------------------------- SECURED PARTY may, at its option, do any one or more of the following: (a) declare all indebtedness of AMLH to SECURED PARTY to be immediately due and payable, whereupon all unpaid principal and interest on the Note Default shall become have occurred and be immediately due and payable; (b) continuing, the Collateral Agent may exercise any and/or on behalf of Purchaser all of the rights and remedies of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, without being required to give any notice, except as provided for in this Agreement or as may be required by the Uniform Commercial Code mandatory provisions of law, shall: (i) deliver all Collateral consisting of Ordinary Shares or shares of Marketable Securities (but not, in either case, in excess of the State number of Florida; shares of such securities deliverable under the Contract at such time) to Purchaser on the date of such Event of Default (cin either case, the "Delivery Date"), whereupon Purchaser shall hold such Ordinary Shares or shares of Marketable Securities absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted; and (ii) proceed by an action or actions at law or if such delivery shall be insufficient to satisfy in equity to recover full all of the indebtedness secured hereby or to foreclose obligations of Pledgor under this Agreement and the Contract, sell all of the remaining Collateral, or any such lesser portion thereof, pursuant of the remaining Collateral as may be necessary to a judgment or decree of a court or courts of competent jurisdiction; (d) proceed immediately generate proceeds sufficient to have any or satisfy in full all of the Collateral registered in SECURED PARTY's name or in obligations of Pledgor under the name of its nominee; (e) exercise all voting rights with respect to the Collateral and all other rights; (f) enforce one or more remedies hereunder, successively or concurrently; and (g) proceed immediately to dispose of and realize upon the Collateral, or any part thereof, and in connection therewith, sell or otherwise dispose of and deliver the Collateral, or any part thereofContract, at public or private sale or sales, at any exchange, broker's board or at on any of SECURED PARTY's offices or elsewhere, at such prices and on such terms as SECURED PARTY may deem bestsecurities exchange, for cash or on creditcash, upon credit or for future delivery without assumption of delivery, and at such price or prices as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any credit risk, such sales may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser of SECURED PARTY or any such Collateral. Each purchaser to purchase at any such sale either shall hold the whole Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any part equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Article 9 of the Collateral UCC shall (1) in connection with any such sale or dispositioncase of a public sale, SECURED PARTY shall give 10 calendar days or more notice of state the time and place fixed for such sale, (2) in case of any public sale at a broker's board or of on a securities exchange, state the time after which a private sale may take place, which notice the PLEDGOR hereby acknowledges to be reasonable ["Notice of Sale"]). Notwithstanding the foregoing or anything else herein to the contrary, SECURED PARTY agrees that it shall accord the PLEDGOR a period of 10 days from the date of occurrence of an Event of Default (the "Redemption Period") before SECURED PARTY will have the right to sell the Collateral to a third party, and that during such Redemption Period the PLEDGOR may redeem and recover the Collateral by payment to SECURED PARTY of all amounts due under the Note, including all principal, interest and any fees and expenses due. All other rights and remedies of SECURED PARTY remain available during the Redemption Period.board or