Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. When any Default has occurred and is continuing -------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When In the event of the nonpayment of said rent, or any Default has occurred installment thereof, at the time in the manner above provided, or if the TENANT shall be dispossessed for nonpayment of rent, or if the leased premises shall be deserted, or vacated, the LANDLORD or its agents shall have the right to enter the said premises as the agent of the TENANT either by force or otherwise and is continuing -------------------- may relet the Lender maypremises as the agent of the TENANT, in addition to such other rights or remedies as it and receive the rent thereof, upon terms that may have, then or at any time or times thereafter exercise with respect be reasonable and satisfactory to the Collateral any LANDLORD, and all rights of the rightsTENANT to repossess the premises under this lease shall be forfeited. Such re-entry by the LANDLORD shall not operate to release the TENANT from any rent to be paid or covenants to be performed hereunder during the full term of this lease. For the purpose of re-letting the LANDLORD shall be authorized to make such reasonable repairs or alterations in or to the leased premises as may be necessary to restore the premises to rentable condition. The TENANT shall be liable to the LANDLORD for the cost of such repairs or alterations, options and remedies all reasonable expenses of such re-letting. If the sum realized or to be realized from this letting is insufficient to satisfy the monthly or term rent provided in this lease, the LANDLORD, at his option may require the TENANT to pay such deficiency month by month, or may hold the TENANT in advance for the entire deficiency to be realized during the term of re-letting. The TENANT shall not be entitled to any surplus funds accruing as a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part result of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurredre-letting. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises TENANT agrees to pay) shall be applied first to the payment of any costs , as additional rent, all reasonable Attorneys’ fees and other expenses incurred by the Lender LANDLORD in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among enforcing any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralobligations under this lease.

Rights Upon Default. When (a) In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the Lender maybe continuing, in addition to such other Agent may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of all Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at any brokers' board places which Agent shall select, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due to enforce any of Agent's remedies (for the benefit of Agent and payable as of the date of the Default and provided further that prior Lenders), with respect to such exercise appointment without prior notice or hearing as to such appointment. Agent shall apply the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such salecollection, after deducting all costs and expenses incurred recovery, receipt, appropriation, realization or sale to the Obligations as provided in the collectionCredit Agreement, protectionand only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Agent or such Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Agent of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Obligations, the including any reasonable attorneys' fees and other expenses incurred by Agent or any Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When any Default has occurred and is continuing -------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey Pennsylvania (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When (a) In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the Lender maybe continuing, in addition to such other Agent may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of all Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continued, each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at any brokers' board a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due to enforce any of Agent's remedies (for the benefit of Agent and payable as of the date of the Default and provided further that prior Lenders), with respect to such exercise appointment without prior notice or hearing as to such appointment. Agent shall apply the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such salecollection, after deducting all costs and expenses incurred recovery, receipt, appropriation, realization or sale to the Obligations as provided in the collectionCredit Agreement, protectionand only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Agent or such Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Agent of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Obligations, the including any attorneys' fees and other expenses incurred by Agent or any Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When (a) In addition to all other rights and remedies granted to it under this Security Agreement and the Loan Agreement and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the be continuing, Lender may, in addition to such other may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Lender's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale of all or sales, to purchase for the benefit Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Lender deems necessary or advisable. If any Event of Default shall have occurred and be continued, each Grantor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at any brokers' board a place or places designated by Lender which are reasonably convenient to Lender and such Grantor, whether at such Grantor's premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due and payable as to enforce any of Lender's remedies (for the date benefit of the Default and provided further that prior Lender), with respect to such exercise the appointment without prior notice or hearing as to such appointment. Lender shall release from apply the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protectionrecovery, receipt, appropriation, realization or sale to the Secured Obligations, and delivery only after so paying over such net proceeds, and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Lender of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Secured Obligations, the including any attorneys' fees and other expenses incurred by Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When any Default has occurred and is continuing -------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey Indiana (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When (a) In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the Lender maybe continuing, in addition to such other Agent may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of all Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continued, each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at any brokers' board a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due to enforce any of Agent's remedies (for the benefit of Agent and payable as of the date of the Default and provided further that prior Lenders), with respect to such exercise appointment without prior notice or hearing as to such appointment. Agent shall apply the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such salecollection, after deducting all costs and expenses incurred recovery, receipt, appropriation, realization or sale to the Obligations as provided in the collectionCredit Agreement, protectionand only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Agent or such Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Agent of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Obligations, the including any reasonable attorneys' fees and other expenses incurred by Agent or any Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When any Default has occurred and is continuing the -------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey Virginia (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When If Lessee abandons the Premises, if proceedings are commenced against Lessee in any Default has occurred court under a bankruptcy act or for the appointment of a trustee or receiver of Xxxxxx’s property, if Xxxxxx makes an assignment for the benefit of creditors, if Xxxxxx’s interest in the Premises is sold under execution or other legal process, if Lessee defaults in the payment of rent, or if Lessee defaults in the performance of any other covenant, agreement, condition, rule, or regulation herein contained or hereafter established, and Lessee shall fail to remedy such default within fifteen (15) days after a written notice identifying the nature and scope of the default is continuing -------------------- mailed by Lessor to Lessee at 000 Xxxx Xxxxx Xxxxxx, Xxxxx 000, X.X. Xxx 0000, Xxxxxxxx, XX 00000, Lessor, at its option, shall have the Lender right to declare this Lease null and void, and Lessor shall have the right to re-enter or repossess the Premises, and dispossess and remove Lessee, or other occupants thereof, and their effects. In such case, Lessor may, at its option, relet the Premises or any part thereof, and Lessee shall be liable to Lessor for future rent or damages based on future rent and shall pay Lessor the difference between the rent then being paid (or agreed to be paid) by Lessee for the portion of the term remaining at the time of re-entry or repossession, and the amount, if any, received or to be received under such reletting for such portion of the term. Any such re-entry or repossession shall not prejudice Xxxxxx’s rights to recover from Lessee all rents and other obligations due at the time of such entry. These remedies shall be cumulative and in addition to such any other rights legal or equitable remedies as it may have, then or at any time or times thereafter exercise with respect available to the Collateral any and all of the rights, options and remedies of Lessor. Lessor’s failure to insist upon a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds strict performance of any such saleterm or condition of this Lease, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises or to pay) shall be applied first to the payment avail themselves of any costs and expenses incurred by the Lender in selling available remedy, shall not be deemed as a waiver, either express or otherwise disposing implied, of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities subsequent breach either of the same type as or difference character. At Lessee’s request, Xxxxxx agrees that this Paragraph 21 does not supersede the Collateralfederal bankruptcy law or any federal, state or local law relating to Xxxxxx’s legal rights.

Rights Upon Default. When a. In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the Lender maybe continuing, in addition to such other Agent may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of all Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at any brokers' board a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due to enforce any of Agent’s remedies (for the benefit of Agent and payable as of the date of the Default and provided further that prior Lenders), with respect to such exercise appointment without prior notice or hearing as to such appointment. Agent shall apply the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such salecollection, after deducting all costs and expenses incurred recovery, receipt, appropriation, realization or sale to the Obligations as provided in the collectionCredit Agreement, protectionand only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Agent or such Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Agent of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Obligations, the including any attorneys’ fees and other expenses incurred by Agent or any Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When (a) Notwithstanding any Default has occurred provision herein to the contrary and is continuing -------------------- irrespective of whether all or any rights conferred upon Landlord by this Article XIX are expressly or by' implication conferred upon Landlord elsewhere in this Lease, in the Lender mayevent of (i) any failure of Tenant to pay any Minimum Annual Rental, Percentage Rental or Additional Rent or any other charges or sums whatsoever due hereunder (including without limitation, amounts due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant hereunder upon Tenant's failure so to perform) for more than five (5) days after written notice from Landlord to Tenant that such rental or any other charges or sums whatsoever due hereunder were not received on the date require for payment pursuant to this Lease, provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or (ii) any default or failure by Tenant to perform any other of the terms, conditions, or covenants of this Lease to be observed or performed by Tenant for more than twenty (20) days after written notice from Landlord to Tenant of such default (unless such default cannot be cured within said twenty (20) days in which event Tenant shall not be deemed to be in default hereunder if Tenant shall have commenced to cure said default promptly within twenty (20) days and shall thereafter proceed to prosecute such cure to completion with all reasonable dispatch and diligence, provided that in no event shall such cure period extend beyond one hundred twenty (120) days), provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or (iii) any failure by Tenant to move into the Premises and to initially open for business on or before the Rental Commencement Date, or (iv) any failure by Tenant to operate continuously in the manner and during the hours established by Landlord pursuant to Section 7.02(a) hereof or for the purpose specified in the Data Sheet (the Permitted Use), or (v)Tenant's abandonment of the Premises, or permitting this Lease to be taken under any writ of execution or similar writ or order, then Landlord, in addition to such or in lieu of other rights or remedies as it may havehave under this Lease or by law, then shall have the following rights: Landlord may at its sale discretion: (A) immediately terminate this Lease and Tenant's right to possession of the Premises by giving Tenant written notice that this Lease is terminated, in which event, upon such termination, Landlord shall have the right to recover from Tenant the sum of (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (2) the worth at the time of award of the amount by which the unpaid rental which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could be reasonably avoided; (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform Tenant's obligations under this Lease or at which in the ordinary course of things would be likely to result therefrom; and (5) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; or (B) have this Lease continue in effect for so long as Landlord does not terminate this Lease and Tenant's right to possession of the Premises, in which event Landlord shall have the right to enforce all of Landlord's rights and remedies under this Lease including the right to recover the Minimum Annual Rental, Percentage Rental, Additional Rent and other charges payable by Tenant under this Lease as they become due under this Lease; or (C) without terminating this Lease, Landlord may payor discharge any time breach or times thereafter exercise with respect violation hereof which amount so expended shall be added to the Collateral any next monthly incremental payment of Minimum Annual Rent, Percentage Rental and all of Additional Rent due and treated in the rightssame manner as Rental hereunder; or (D) without terminating this Lease, options make such alterations and remedies of a secured party under repairs as may be necessary in order to relet the Uniform Commercial Code of New Jersey (Premises, and relet the "UCC") including without limitation the sale of all Premises or any part of the Collateral at any brokers' board thereof for such term or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral terms (which expenses Borrower promises to paymaybe for a term extending beyond the Term) shall be applied first to the payment of any costs at such rental or rentals and expenses incurred by the Lender upon such other terms and conditions as Landlord in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender sole discretion may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateraldeem advisable.

Rights Upon Default. When Upon the occurrence of any one or more of the above Events of Default has occurred and is continuing -------------------- the Lender mayat any time thereafter, such default not having previously been cured, BANK shall have, in addition to such all other rights or remedies as it may haveand remedies, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Alabama Uniform Commercial Code, regardless whether the Code of New Jersey (has been enacted in the "UCC") jurisdiction where rights or remedies are asserted, including without limitation limitation, the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able right to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing take possession of the Collateral, secondand for that purpose BANK may, so far as BORROWER or Guarantor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom or store the same on the premises pending disposition. Unless the Collateral is perishable or threatens to the payment decline speedily in value or is of a type customarily sold on a recognized market, BANK shall give to BORROWER at least five (5) days' prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. Upon fifteen (15) days' prior written notice to BORROWER, BANK may at any time in its discretion transfer any securities or other property constituting Collateral into its own name or that of its nominee and receive the income thereon and hold the same as security for Liabilities or apply it on principal or interest due on Liabilities. Insofar as Collateral shall consist of insurance policies, instruments, chattel paper, choses in action or the like, BANK may demand, collect, receipt for, settle, compromise, adjust, sue xxx, foreclose or realize upon Collateral, as BANK may determine, whether or not Liabilities or Collateral are then due, and for the purpose of realizing BANK'S rights therein, BANK may receive, open and dispose of mail addressed to BORROWER and endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the interest on the Note, and, third, ratably as among any other items name of the indebtedness hereby securedBORROWER. Any surplus remaining after the full payment and satisfaction The enumeration of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.the

Rights Upon Default. When The Assignee shall have the right to and may receive the Rents, issues, profits and income from said Mortgaged Property, including all Rents covered by this instrument or hereaf­ter made for appli­cation on the Secured Indebtednessonly if and in the event the Assignor defaults in, breaches or fails to perform any Default has occurred one or more of the covenants and agreements contained in (a) the Note, (b) the Mortgage, (c) this Assignment or (d) the other Loan Documents, and such is continuing -------------------- not cured within the Lender mayapplicable curative period, if any, specified in the applicable Loan Document(s). In the event of any such default, breach or failure to perform which is not cured within the period as aforesaid, and the exercise of the Assignee of its right to receive such Rents, issues, profits and income, the amount so received prior to foreclosure sale, less all costs, fees and expenses of collection, including a reasonable attor­ney's fee, shall be applied on the Loan but any such default, breach or failure to perform, or the exercise by the Assignee of its right to receive the Rents, issues, profits and income, shall not prevent the Assignee from exercising any of its rights under the Loan Documents, including its right to foreclose any mortgage nor any of its other rights under this Assignment. Upon the occurrence of any such default, breach or failure to perform which is not cured within any applicable cura­tive period, as aforesaid, in addition to such other all rights, remedies contained herein and the rights or and remedies provided for in Florida Statutes § 697.07, as it amended from time to time, the Assignee shall have and may have, then or at any exercise from time or times thereafter exercise with respect to the Collateral time any and all of the rights, options rights and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale State of Florida, as such Code is from time to time in effect, and any and all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such other rights and remedies available to it under any other applicable law, including but not limited to, the extent of all interest right to foreclose this Assignment and principal payments which are due and payable as of the date of Mortgage in the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurredsame proceedings. The net proceeds security of any such sale, after deducting all costs this Assignment is and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to primary and on a parity with the payment of any costs and expenses incurred real estate encumbered by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of Mortgage and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralnot secondary.

Rights Upon Default. When A. Upon the occurrence of an Event of Default by IFN, FPC shall be entitled to immediate and exclusive possession, use and control of the IFN Fibers and may forthwith terminate this Agreement by written notice to IFN. Upon the occurrence of an Event of Default IFN's right to possession and use of the IFN Fibers shall terminate and FPC shall have the right to repossess the IFN Fibers by any Default has occurred lawful means, without demand or notice of any kind to IFN except as may be required by law, and is continuing -------------------- without terminating this Agreement or the Lender maylease created hereby. FPC may declare immediately due and payable all the remaining installments of the license fee for the remainder of the term hereof of the applicable Exhibit A and such amount, less the fair licensable value of the IFN Fibers for the remainder of the terra, shall be construed as liquidated damages and shall constitute a debt provable in addition bankruptcy or receivership. In computing such liquidated damages, there shall be added to such other rights or remedies deficiency the reasonable expenses as it FPC may have, then or at any time or times thereafter exercise incur in connection with respect relicensing the IFN Fibers. The failure of FPC to relicense the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all IFN Fibers or any part thereof after recovering of possession shall not release or affect IFN's liability for damages. FPC shall in no event be liable in any way whatsoever for failure to relicense the Collateral at any brokers' board or any public or private saleIFN Fibers, provided, however on in the event that the Lender shall only be able IFN Fibers is relicensed, for failure to exercise collect the license fee under such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurredrelicensing. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.CONFIDENTIAL & PROPRIETARY INFORMATION PROPERTY OF FLORIDA POWER

Rights Upon Default. When The Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Event of Default has occurred and is continuing -------------------- upon written notice to such Grantor of its intention to do so, to notify the Lender mayObligors under any Assigned Agreements, Receivables and Related Contracts of the assignment of such Assigned Agreements, Receivables and Related Contracts to the Collateral Agent and to direct such Obligors to make payment of all amounts due or to become due to such Grantor thereunder directly to the Collateral Agent and, upon such notification and at the expense of such Grantor, to enforce collection of any such Assigned Agreements, Receivables and Related Contracts, to adjust, settle or compromise the amount or payment thereof, in addition the same manner and to the same extent as such other Grantor might have done, and to otherwise exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to such Assigned Agreements, Receivables and Related Contracts, including, without limitation, those set forth set forth in Section 9-607 of the UCC. After receipt by any Grantor of the notice from the Collateral any Agent referred to in the proviso to the preceding sentence, (i) all amounts and all proceeds (including, without limitation, instruments) received by such Grantor in respect of the rightsAssigned Agreements, options Receivables and remedies Related Contracts of a secured party under such Grantor shall be received in trust for the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part benefit of the Collateral at any brokers' board or any public or private saleAgent hereunder, provided, however that the Lender shall only be able to exercise segregated from other funds of such rights Grantor and remedies shall be forthwith paid over to the extent of all interest Collateral Agent in the same form as so received (with any necessary endorsement) to be held by the Collateral Agent as additional collateral security hereunder and principal payments which are due and payable as of the date of the Default and provided further that prior either (A) released to such exercise the Lender Grantor so long as no Event of Default shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof occurred and be continuing or (B) if the period from the previous December 31 to the date any Event of such release constituted a Plan Year Default shall have occurred and no Default had occurred. The net proceeds of any such salebe continuing, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof 20(c) at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale direction of the CollateralRequired Lenders and (ii) such Grantor will not adjust, settle or compromise the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply amount or assure compliance with applicable legal requirements pertaining to the offer and sale payment of securities of the same type as the Collateralany Receivable or amount due on any Assigned Agreement or Related Contract, release wholly or partly any Obligor thereof, or allow any credit or discount thereon.

Rights Upon Default. When Upon the occurrence of any one or more of the above Events of Default has occurred and is continuing -------------------- the Lender mayat any time thereafter, such default not having previously been cured, BANK shall have, in addition to such all other rights or remedies as it may haveand remedies, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Alabama Uniform Commercial Code, regardless whether the Code of New Jersey (has been enacted in the "UCC") jurisdiction where rights or remedies are asserted, including without limitation limitation, the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able right to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing take possession of the Collateral, secondand for that purpose BANK may, so far as BORROWER or Guarantor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom or store the same on the premises pending disposition. Unless the Collateral is perishable or threatens to the payment decline speedily in value or is of a type customarily sold on a recognized market, BANK shall give to BORROWER at least five (5) days' prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. Upon fifteen (15) days' prior written notice to BORROWER, BANK may at any time in its discretion transfer any securities or other property constituting Collateral into its own name or that of its nominee and receive the income thereon and hold the same as security for Liabilities or apply it on principal or interest due on Liabilities. Insofar as Collateral shall consist of insurance policies, instruments, chattel paper, choses in action or the like, BANK may demand, collect, receipt for, settle, compromise, adjust, sue xxx, foreclose or realize upon Collateral, as BANK may determine, whether or not Liabilities or Collateral are then due, and for the purpose of realizing BANK'S rights therein, BANK may receive, open and dispose of mail addressed to BORROWER and endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the interest on the Note, and, third, ratably as among any other items name of the indebtedness hereby securedBORROWER. Any surplus remaining after the full payment and satisfaction The enumeration of the foregoing rights is not intended to be exhaustive, and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be returned cumulative. As against the obligations secured hereby, BORROWER hereby expressly waives all claims and all rights to claim any exemptions, both as to personal and real property, allowed or allowable under the Borrower Constitution or laws of the United States, the State of Alabama or any other jurisdiction. Any notice to whomsoever a court BORROWER of competent jurisdiction shall determine sale, disposition or other intended action by BANK, required by law to be entitled thereto. Any requirement given to BORROWER, sent to BORROWER at the address of said UCC BORROWER shown hereinabove or at such other address of BORROWER as may from time to reasonable notice shall time be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof shown on BANK'S records, at least ten (10) five days prior to the event giving rise such action, shall constitute reasonable notice to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the CollateralBORROWER.

Rights Upon Default. When If the Events of Default specified in Sections 6(d) and 6(e) shall occur, the Banks' obligations to make Loans hereunder shall immediately terminate and any Loan (with accrued interest thereon) and other amounts owing under this Agreement and the Master Notes shall immediately become due and payable. If any other Event of Default has occurred shall occur, the Banks may (i) by notice of default to Borrower, declare the Banks' obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to Borrower, declare any Loan and is continuing -------------------- all amounts owing hereunder and under the Lender mayMaster Notes to be due and payable forthwith, whereupon the same shall become immediately due and payable. Except as expressly provided above in this Section, presentment, demand, protest and further notice of any kind are hereby expressly waived. Notwithstanding the foregoing, the Banks' obligations to maintain the confidentiality of any nonpublic financial information of Borrower provided to Banks pursuant to Section 4(a) of this Agreement shall survive the termination of its other obligations hereunder. In the event of any occurrence of any Event of Default, Borrower shall pay all costs and expenses which may be incurred by Banks with respect thereto and with respect to the collection of any amounts due Banks pursuant hereto or the enforcement of any provisions hereof, including reasonable attorneys' fees and expenses of litigation, and all such sums shall be and become part of the indebtedness pursuant to this Agreement. In addition to and not in lieu of any other right or remedy they may have at any time, Banks at any time and from time to time at their election, may (but they shall not be required to) do or perform or comply with or cause to be done or performed or complied with anything which Borrower may be required to do or comply with under this Agreement if Borrower shall fail to do so; Borrower shall reimburse Banks upon demand for any reasonable cost or expense Banks may pay or incur in such other rights or remedies as it may haverespect, then or together with interest thereon at the Prime Rate plus two percent (2%) from the date of such demand until paid. The failure of Banks at any time or times thereafter from time to time to exercise with respect to any right or remedy, whether arising from or by virtue of any event of default or otherwise, shall not constitute a waiver of any such right or remedy and shall not impair the Collateral any and all right of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able Banks to exercise such rights right or remedy or any other right or remedy thereafter or to insist upon strict performance. No waiver of any right or remedy by Banks shall be valid or effective unless made in writing and signed by an officer of each Bank. Any effective waiver of any right or remedy shall not be deemed to constitute a waiver of any other right or remedy then existing or which may thereafter arise or accrue. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Upon the occurrence of any Event of Default, and pursuant to the extent provisions of all interest and principal payments which are due and payable as this Section, Banks may sue to enforce the obligations of the date of the Default and provided further that prior Borrower pursuant to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralthis Agreemexx.

Rights Upon Default. When any Default has occurred and is continuing -------------------- ------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey Indiana (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When any Default has occurred and is continuing -------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey York (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When a. In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the Lender maybe continuing, in addition to such other Agent may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of all Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at any brokers' board a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due to enforce any of Agent's remedies (for the benefit of Agent and payable as of the date of the Default and provided further that prior Lenders), with respect to such exercise appointment without prior notice or hearing as to such appointment. Agent shall apply the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such salecollection, after deducting all costs and expenses incurred recovery, receipt, appropriation, realization or sale to the Obligations as provided in the collectionCredit Agreement, protectionand only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Agent or such Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Agent of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Obligations, the including any attorneys' fees and other expenses incurred by Agent or any Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When (a) In addition to all other rights and remedies granted to it under this Security Agreement and the Loan Agreement and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default has shall have occurred and is continuing -------------------- the be continuing, Lender may, in addition to such other may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Lender's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale of all or sales, to purchase for the benefit Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby specifically waives and releases. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Lender deems necessary or advisable. If any Event of Default shall have occurred and be continued, each Grantor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at any brokers' board a place or places designated by Lender which are reasonably convenient to Lender and such Grantor, whether at such Grantor's premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due and payable as to enforce any of Lender's remedies (for the date benefit of the Default and provided further that prior Lender), with respect to such exercise the appointment without prior notice or hearing as to such appointment. Lender shall release from apply the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protectionrecovery, receipt, appropriation, realization or sale to the Secured Obligations, and delivery only after so paying over such net proceeds, and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment gross negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days prior to notice by Lender of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Secured Obligations, the including any attorneys' fees and other expenses incurred by Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When any Default has occurred and is continuing the -------------------- the Lender may, in addition to such other rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") ________________ including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC _______________ as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateral.

Rights Upon Default. When Upon the occurrence of an Event of Default, (a) the principal of and accrued interest in respect of this Note shall become due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Maker and (b) the Company shall have all of the rights and remedies provided by law, including, without limitation, those provided by the Uniform Commercial Code. In case of an Event of Default has occurred and is continuing -------------------- the Lender mayacceleration of the Maker's obligations hereunder, the Maker will pay to the holder hereof such further amount as shall be sufficient to cover the cost and expense of collection, including, without limitation, reasonable attorney's fees, expenses and disbursements. No delay or omission on the part of the holder hereof in exercising any right shall operate as a waiver or otherwise prejudge the rights of the holder of this Note. No waiver of any single breach or default shall be deemed a waiver or breach of any other right referred to herein or now or hereafter available at law, in addition equity by, statute or otherwise; all remedies shall by cumulative and not alternative. In case there shall exist an Event of Default, but subject to such the provisions of the Uniform Commercial Code or other rights applicable law, the Company may cause all or remedies any of the Pledged Securities (as it may havehereinafter defined) to be transferred into its name or into the name of its nominee or nominees. Initials: /s/ AB ------- Upon the occurrence of an Event of Default, then or the Company shall have the right at any time or times thereafter exercise with respect to the Collateral any sell, resell, assign and all of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of deliver all or any part of the Collateral Pledged Securities in one or more parcels at any brokers' exchange or broker's board or any at public or private sale. Unless the Pledged Securities threaten to decline speedily in value or are of a type customarily sold on a recognized market, provided, however that the Lender shall only be able to exercise such rights and remedies to Company will give the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof Maker at least ten (10) days prior written 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. Any such notice shall be deemed to meet any requirements hereunder or under any applicable law (including the Uniform Commercial Code) that reasonable notification by given of the time and place of such sale or other disposition. Such notice may be given without any demand of performance or other demand, all such demands being hereby expressly waived by the Maker. All such sakes shall be at such commercially reasonable price or prices, as the Company shall deem best and either for cash or on credit or for future delivery (without assuming any responsibility for credit risk). At any such sale or sales the Company may purchase any or all of the Pledged Securities to be sold thereat upon such terms as the Company may deem best. Upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity or redemption and any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Maker, other than restrictions under applicable securities law. In the event of consent, approval or authorization of any governmental agency will necessary to effectuate any such sale or sales, the Maker shall execute all such applications or other instruments as may be required. The proceeds of any such sale or sales, together with any other additional collateral security at the time received and held hereunder, shall be received and applied: first, to the event giving rise payment all costs and expenses of such sale, including reasonable attorneys' fees; second, to the requirement payment of such noticethe amount owed hereunder to which the Company does not have recourse against the Maker; third, to the payment of the amount owed hereunder to which the Company does have recourse against the Maker, and any surplus thereafter remaining shall be paid to the Maker or to whomever may be legally entitled thereto (including, if applicable, any subordinated creditor of the Maker). In connection with any offer, solicitation or The Maker recognizes that the Company may be unable to effect a public sale of all or a part of the CollateralPledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the Lender "SECURITIES ACT") but may restrict bidders be compelled to resort to one or more private sales to a restricted group of purchasers, each of whom will be obligated to agree, among other things, to acquire such Pledged Securities for its own account, for investment and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance not with applicable legal requirements pertaining a view to the offer distribution or resale thereof. The Maker acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that the Company has no obligation to delay sale of securities any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the same type as Securities Act. The Maker agrees that any such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they shall have been made under the Collateralforegoing circumstances.

Rights Upon Default. When (a) In addition to all other rights and remedies granted to it under this Security Agreement and under any other instrument or agreement securing, evidencing or relating to any of the Debt, if any Event of Default has shall have occurred and is continuing -------------------- the be continuing, Lender may, in addition to such other may exercise all rights or remedies as it may have, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of New Jersey such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Lender's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the "UCC") including without limitation right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of all Lender, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Lender deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at any brokers' board a place or places designated by Lender which are reasonably convenient to Lender and such Grantor, whether at such Grantor's premises or elsewhere. Until Lender is able to effect a sale, lease or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any public or private salepart thereof, provided, however that the Lender shall only be able to exercise such rights and remedies to the extent that it deems appropriate for the purpose of all interest preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and principal payments which are due and payable as to enforce any of the date of the Default and provided further that prior Lender's remedies with respect to such exercise the appointment without prior notice or hearing as to such appointment. Lender shall release from apply the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such salecollection, after deducting all costs and expenses incurred recovery, receipt, appropriation, realization or sale to the Debt as provided in the collectionMezzanine Loan Agreement, protectionand only after so paying over such net proceeds, and after the payment by Lender of any other amount required by any provision of law, need Lender account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing except such as arise solely out of the Collateral, second, to the payment negligence or willful misconduct of the principal of and the interest on the Note, and, third, ratably Lender as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever finally determined by a court of competent jurisdiction shall determine to be entitled theretojurisdiction. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least Each Grantor agrees that ten (10) days days' prior notice by Lender to Grantor of the event giving rise to time and place of any public sale or of the requirement time after which a private sale may take place is reasonable notification of such noticematters. In connection with Grantors shall remain liable for any offer, solicitation deficiency if the proceeds of any sale or sale disposition of the CollateralCollateral are insufficient to pay all Debt, the including any reasonable attorneys' fees and other expenses incurred by Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralcollect such deficiency.

Rights Upon Default. When If the Events of Default specified in Sections 6(d) and 6(e) shall occur, the Banks' obligations to make Loans hereunder shall immediately terminate and any Loan (with accrued interest thereon) and other amounts owing under this Agreement and the Master Notes shall immediately become due and payable. If any other Event of Default has occurred shall occur, the Banks may (i) by notice of default to Co-Borrowers, declare the Banks' obligations hereunder terminated forthwith, whereupon such obligations shall terminate, and/or (ii) by notice of default to Co-Borrowers, declare any Loan and is continuing -------------------- all amounts owing hereunder and under the Lender mayMaster Notes to be due and payable forthwith, whereupon the same shall become immediately due and payable. Except as expressly provided above in this Section, presentment, demand, protest and further notice of any kind are hereby expressly waived. Notwithstanding the foregoing, the Banks' obligations to maintain the confidentiality of any non-public financial information of Co-Borrowers provided to Banks pursuant to Section 4(a) of this Agreement shall survive the termination of its other obligations hereunder. In the event of any occurrence of any Event of Default, Co-Borrowers shall pay all costs and expenses which may be incurred by Banks with respect thereto and with respect to the collection of any amounts due Banks pursuant hereto or the enforcement of any provisions hereof, including reasonable attorneys' fees and expenses of litigation, and all such sums shall be and become part of the indebtedness pursuant to this Agreement. In addition to and not in lieu of any other right or remedy they may have at any time, Banks at any time and from time to time at their election, may (but they shall not be required to) do or perform or comply with or cause to be done or performed or complied with anything which Co-Borrowers may be required to do or comply with under this Agreement if Co-Borrowers shall fail to do so; Co-Borrowers shall reimburse Banks upon demand for any reasonable cost or expense Banks may pay or incur in such other rights or remedies as it may haverespect, then or together with interest thereon at the Prime Rate plus two percent (2%) from the date of such demand until paid. The failure of Banks at any time or times thereafter from time to time to exercise with respect to any right or remedy, whether arising from or by virtue of any event of default or otherwise, shall not constitute a waiver of any such right or remedy and shall not impair the Collateral any and all right of the rights, options and remedies of a secured party under the Uniform Commercial Code of New Jersey (the "UCC") including without limitation the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able Banks to exercise such rights right or remedy or any other right or remedy thereafter or to insist upon strict performance. No waiver of any right or remedy by Banks shall be valid or effective unless made in writing and signed by an officer of each Bank. Any effective waiver of any right or remedy shall not be deemed to constitute a waiver of any other right or remedy then existing or which may thereafter arise or accrue. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Upon the occurrence of any Event of Default, and pursuant to the extent provisions of all interest and principal payments which are due and payable as this Section, Banks may sue to enforce the obligations of the date of the Default and provided further that prior Xx-Borrowers pursuant to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing of the Collateral, second, to the payment of the principal of and the interest on the Note, and, third, ratably as among any other items of the indebtedness hereby secured. Any surplus remaining after the full payment and satisfaction of the foregoing shall be returned to the Borrower or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto. Any requirement of said UCC as to reasonable notice shall be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof at least ten (10) days prior to the event giving rise to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the Collateralthis Agreement.

Rights Upon Default. When Upon the occurrence of any one or more of the above Events of Default has occurred and is continuing -------------------- the Lender mayat any time thereafter, such default not having previously been cured, BANK shall have, in addition to such all other rights or remedies as it may haveand remedies, then or at any time or times thereafter exercise with respect to the Collateral any and all of the rights, options and remedies of a secured party under the Alabama Uniform Commercial Code, regardless whether the Code of New Jersey (has been enacted in the "UCC") jurisdiction where rights or remedies are asserted, including without limitation limitation, the sale of all or any part of the Collateral at any brokers' board or any public or private sale, provided, however that the Lender shall only be able right to exercise such rights and remedies to the extent of all interest and principal payments which are due and payable as of the date of the Default and provided further that prior to such exercise the Lender shall release from the Collateral so much thereof as it would have been required to release under Section 3.4 hereof if the period from the previous December 31 to the date of such release constituted a Plan Year and no Default had occurred. The net proceeds of any such sale, after deducting all costs and expenses incurred in the collection, protection, sale and delivery of the Collateral (which expenses Borrower promises to pay) shall be applied first to the payment of any costs and expenses incurred by the Lender in selling or otherwise disposing take possession of the Collateral, secondand for that purpose BANK may, so far as BORROWER or Guarantor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom or store the same on the premises pending disposition. Unless the Collateral is perishable or threatens to the payment decline speedily in value or is of a type customarily sold on a recognized market, BANK shall give to BORROWER at least five (5) days' prior written notice of the time and place of any public sale of Collateral or of the time after which any private sale or any other intended disposition is to be made. Upon fifteen (15) days' prior written notice to BORROWER, BANK may at any time in its discretion transfer any securities or other property constituting Collateral into its own name or that of its nominee and receive the income thereon and hold the same as security for Liabilities or apply it on principal or interest due on Liabilities. Insofar as Collateral shall consist of insurance policies, instruments, chattel paper, choices in action or the like, BANK may demand, collect, receipt for,- settle, compromise, adjust, sue xxx, foreclose or realize upon Collateral, as BANK may determine, whether or not Liabilities or Collateral are then due, and for the purpose of realizing BANK'S rights therein, BANK may receive, open and dispose of mail addressed to BORROWER and endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the interest on the Note, and, third, ratably as among any other items name of the indebtedness hereby securedBORROWER. Any surplus remaining after the full payment and satisfaction The enumeration of the foregoing rights is not intended to be exhaustive, and the exercise of any right shall not preclude the exercise of any other rights, all of which shall be returned cumulative. As against the obligations secured hereby, BORROWER hereby expressly waives all claims and all rights to claim any exemptions, both as to personal and real property, allowed or allowable under the Borrower Constitution or laws of the United States, the State of Alabama or any other jurisdiction. Any notice to whomsoever a court BORROWER of competent jurisdiction shall determine sale, disposition or other intended action by BANK, required by law to be entitled thereto. Any requirement given to BORROWER, sent to BORROWER at the address of said UCC BORROWER shown hereinabove or at such other address of BORROWER as may from time to reasonable notice shall time be met by the Lender personally delivering or mailing notice (by certified mail - return receipt requested) to the Borrower at its address as provided in Section 10.6 hereof shown on BANK'S records, at least ten (10) five days prior to the event giving rise such action, shall constitute reasonable notice to the requirement of such notice. In connection with any offer, solicitation or sale of the Collateral, the Lender may restrict bidders and otherwise proceed in whatever manner it reasonably believes appropriate in order to comply or assure compliance with applicable legal requirements pertaining to the offer and sale of securities of the same type as the CollateralBORROWER.