Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. Upon the occurrence of any Default and at any time thereafter, the Secured Party shall have the right to declare the Obligations, or any of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC or available to the Secured Party under the Obligations or Loan Documents; all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time, with or without judicial process or the aid and assistance of others, any premises where any Collateral may be located; (b) The right without resistance or interference by Debtor, to take possession of the Collateral; and/or dispose of any Collateral where located; and/or require Debtor to assemble and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right to sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any Collateral in its then condition or following any commercially reasonable preparation or processing, at the public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment therefore by any means.

Rights Upon Default. Upon (a) The Grantor agrees, after the occurrence of an Event of Default, at the Secured Party’s request, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party at the Grantor’s premises and, permit the Secured Party, by the Secured Party’s representatives and agents, to enter, occupy and use any Default premises where all or any part of the Collateral, or the Books and at Records relating thereto, or both, are located, to take possession of all or any time thereafterpart of the Collateral or the Books and Records relating thereto, or both, to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy. Until the Secured Party is able to effect such a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to declare the Obligationshold or use Collateral, or any of thempart thereof, immediately due and payable without notice, demand or protest, all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC or available to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party under the Obligations or Loan Documents; all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time, with or without judicial process or the aid and assistance of others, any premises where any Collateral may be located;Party. (b) The right without resistance Secured Party shall have no obligation to the Grantor to maintain or interference by Debtorpreserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Collateral; and/or dispose Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any Collateral where located; and/or require Debtor to assemble and make available such collection, recovery, receipt, appropriation, realization or sale to the Secured Party at Obligations, and only after so paying over such net proceeds, and after the expense of Debtor any Collateral at a place designated payment by the Secured Party which is reasonably convenient to both parties; (c) The right to remove of any Collateral from where it is located other amount required by any provision of law, need the Secured Party account for the purpose surplus, if any, to the Grantor. The Grantor shall remain liable for any deficiency if the proceeds of effecting any sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right are insufficient to sellpay all Obligations, resell, lease, assign including any properly incurred attorneys’ fees and deliver, grant options for or otherwise dispose of any Collateral in its then condition or following any commercially reasonable preparation or processing, at the public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold expenses properly incurred by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to pay for same and in collect such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment therefore by any meansdeficiency.

Rights Upon Default. Upon the occurrence (a) If an Event of any Default shall occur and at any time thereafterbe continuing, the Secured Party shall have the right may exercise, in addition to declare all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, or any of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or available other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all and each of which demands, presentment, protest, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Secured Party under or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the Obligations right upon any such public sale or Loan Documents; all such rights and remedies being cumulativesales, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time, with or without judicial process or the aid and assistance of others, any premises where any Collateral may be located; (b) The right without resistance or interference by Debtorand, to take possession the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral; and/or dispose said Collateral so sold, free of any Collateral where located; and/or require Debtor right or equity of redemption in the Pledgor, which right or equity is hereby waived or released. The Pledgor further agrees, at the Secured Party's request, to assemble the Collateral and make it available to the Secured Party at places which the expense Secured Party shall reasonably select, whether at the Pledgor's premises or elsewhere. The Secured Party shall apply the net proceeds of Debtor any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral at a place designated or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may elect, and only after such application and payment in full of the Obligations and after the payment by the Secured Party which is reasonably convenient to both parties; (c) The right to remove of any Collateral from where it is located for the purpose other amount required by any provision of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles law need the Secured Party may use Debtor’s license plates); (d) The right account for the surplus, if any, to sellthe Pledgor. To the extent permitted by applicable law, resellthe Pledgor waives all claims, lease, assign and deliver, grant options for or otherwise dispose of any Collateral in its then condition or following any commercially reasonable preparation or processing, at the public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or creditdamages, and upon any terms, at such place(s) and time(s) and to such person(s) as demands against the Secured Party deems bestarising out of the repossession, all without demand, notice retention or advertisement whatsoever except that where an applicable statute requires reasonable sale of the Collateral. If any notice of a proposed sale or other disposition Debtor hereby agrees that the sending of three (3) days Collateral shall be required by law, such notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or disposition. (b) If any Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party an Event of Default shall not occur and be liable for the failure of the purchaser to pay for same and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotationscontinuing, the Secured Party may buy such (but need not), upon notice to the Pledgor, exercise all voting and other rights of the Pledgor as a holder of the Collateral at such price at private sale and in each case the Secured Party shall receive all permitted dividends and distributions, if any, made for the account of the Pledgor as a holder of the Collateral. (c) Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any sums due from Secured Party or TWUK under any employment, consulting, severance, non-competition or similar agreement, including without limitation that certain employment agreement between TWUS and Employee dated September 24, 2001, as the same may make payment therefore by be amended, replaced, supplemented or augmented from time to time, (all of the aforementioned, "Compensation Agreements") may be, on an after-tax basis applied to or set off against any meansobligations of Employee to Secured Party under this Agreement, the Promissory Note or the Indemnification Agreement. The parties hereto acknowledge and agree that to the extent there exist or are determined to exist inconsistencies between the terms and provisions of any Compensation Agreement and this Agreement, the terms and provisions of this Agreement shall control.

Rights Upon Default. Upon the occurrence of any Default (a) In addition to all other rights and at any time thereafterremedies granted to it under this Security Agreement, the Secured Party shall have Credit Agreement, the right other Loan Documents and under any other instrument or agreement securing, evidencing or relating to declare any of the Obligations, or if any Event of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and Default shall have the following occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the UCC Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or available 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 Secured Party under maximum extent permitted by the Obligations or Loan Documents; all Code and other applicable law), may forthwith enter upon the premises of such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time, with or without judicial process or the aid and assistance of others, any premises 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 be located; (b) The right without resistance or interference by Debtorcollect, to take possession of receive, assemble, process, appropriate and realize upon the Collateral; and/or dispose of , or any Collateral where located; and/or require Debtor to assemble part thereof, and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right to forthwith sell, resell, lease, assign and deliverlicense, grant assign, give an option or options for to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any Collateral part thereof, in its then condition one or following any commercially reasonable preparation or processing, more parcels at the a public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcelssales, at the same or different times, with or without having the Collateral any exchange at the place of sale or other dispositionsuch prices as it may deem acceptable, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon on credit or for future deliverydelivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the Secured Party 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 not 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 liable continued, each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at 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 part thereof, to the extent that it deems appropriate for the failure purpose of 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 to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and 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 purchaser to pay for same repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at place of any public sale andor of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by Agent or any Lender to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a type customarily sold specialized nature, (vi) to contact other Persons, whether or not in a recognized market the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the type which auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is subject to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent's exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 7(c). (d) Neither the Agent nor the Lenders shall be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither the Agent nor the Lenders shall be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a standard price quotationssurety now or hereafter existing which, but for this provision, might be applicable to the Secured Party may buy such sale of any Collateral at such price at private made under the judgment, order or decree of any court, or privately under the power of sale and in each case may make payment therefore conferred by any meansthis Security Agreement, or otherwise.

Rights Upon Default. Upon (a) In addition to all other rights and remedies granted to it under this Security Agreement and the occurrence Loan Agreement and under any other instrument or agreement securing, evidencing or relating to any of any Default and at any time thereafter, the Secured Party Obligations, if any Event of Default shall have the right to declare the Obligationsoccurred and be continuing, or any of them, immediately due and payable without notice, demand or protest, Lender may exercise all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or available 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 Secured Party under maximum extent permitted by the Obligations or Loan Documents; all Code and other applicable law), may forthwith enter upon the premises of such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time, with or without judicial process or the aid and assistance of others, any premises 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 be located; (b) The right without resistance or interference by Debtorcollect, to take possession of receive, assemble, process, appropriate and realize upon the Collateral; and/or dispose of , or any Collateral where located; and/or require Debtor to assemble part thereof, and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right to forthwith sell, resell, lease, assign and deliverlicense, grant assign, give an option or options for to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any Collateral part thereof, in its then condition one or following any commercially reasonable preparation or processing, more parcels at the a public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcelssales, at the same or different times, with or without having the Collateral any exchange at the place of sale or other dispositionsuch prices as it may deem acceptable, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon on credit or for future deliverydelivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit Lenders, the Secured Party 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 not 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 liable continued, each Grantor further agrees, at Lender's request, to assemble the Collateral and make it available to Lender at 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 part thereof, to the extent that it deems appropriate for the failure purpose of 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 to enforce any of Lender's remedies (for the benefit of Lender), with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Secured Obligations, and 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 purchaser to pay for same repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Lender of the time and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at place of any public sale andor of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys' fees and other expenses incurred by Lender to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) To the extent that applicable law imposes duties on the Lender to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Lender (i) to fail to incur expenses reasonably deemed significant by the Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a type customarily sold specialized nature, (vi) to contact other Persons, whether or not in a recognized market the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the type which auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Lender against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Lender in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is subject to a standard price quotationsprovide non-exhaustive indications of what actions or omissions by the Lender would not be commercially unreasonable in the Lender's exercise of remedies against the Collateral and that other actions or omissions by the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Lender that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 7(c). (d) Lender shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Party Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Lenders shall not be required to marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under the Loan Agreement shall be cumulative. To the extent it may buy such lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral at such price at private made under the judgment, order or decree of any court, or privately under the power of sale and in each case may make payment therefore conferred by any meansthis Security Agreement, or otherwise.

Rights Upon Default. Upon In addition to all other rights and remedies granted to it under this Agreement and any of the occurrence other Loan Documents, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and at any time thereafterbe continuing, the Secured Party shall have the right to declare the Obligations, or any of them, immediately due and payable without notice, demand or protest, may exercise all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC or available to Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Secured Party (i) may give notice of sole control or any other instruction permitted under each account control agreement entered into pursuant to Section 4(b) and take any action permitted by the Obligations terms thereof with respect to the Collateral, and (ii) without demand, notice of performance or Loan Documents; advertisement or notice of any kind to or upon Grantor or any other Person (all such rights and remedies being cumulativeeach of which demands, not exclusive advertisements and enforceable alternativelynotices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), successively or concurrently: (a) The right to may forthwith enter at any time and from time to time, with or without judicial process or upon the aid and assistance premises of others, any premises Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Party’s claim or action and may be located; (b) The right without resistance or interference by Debtorcollect, to take possession of receive, assemble, process, appropriate and realize upon the Collateral; and/or dispose of , or any Collateral where located; and/or require Debtor to assemble part thereof, and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right to forthwith sell, resell, lease, assign and deliverassign, grant give an option or options for to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any Collateral part thereof, in its then condition one or following any commercially reasonable preparation or processing, more parcels at the a public or private sale or proceedings or otherwisesales (provided, by one or more contractsnotice thereof shall be provided to Grantor, in one or more parcelspursuant to Section 9 hereof, if required thereunder), at the same or different times, with or without having the Collateral any exchange at the place of sale or other dispositionsuch prices as it may deem acceptable, for cash and/or credit, and or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any termssuch public sale or sales and, at to the extent permitted by law, upon any such place(s) private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and time(s) continued from time to time (and notice thereof shall be provided to Grantor). The Secured Party shall have the right to conduct such person(s) sales on Grantor’s premises or elsewhere and shall have the right to use Grantor’s premises without charge for such time or times as the Secured Party deems best, all without demand, notice necessary or advertisement whatsoever except advisable. Grantor acknowledges that where an applicable statute requires reasonable notice of any private sale or may result in prices and other disposition Debtor hereby agrees that terms less favorable to the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to pay for same and in seller than if such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any sale were a public sale and, if notwithstanding such circumstances, agrees that any Collateral is of a type customarily sold such private sale shall not be deemed to have been made in a recognized market or is commercially unreasonable manner solely by virtue of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment therefore by any meansbeing private.

Rights Upon Default. Upon the occurrence of any Default In addition to all other rights and at any time thereafterremedies granted to it under this Agreement, the Secured Party Indenture and under any other instrument or agreement securing, evidencing or relating to any of the Second Priority Lien Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may, subject to the right to declare terms of the ObligationsIntercreditor Agreement, or any of them, immediately due and payable without notice, demand or protest, exercise all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or available 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 any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the Secured Party under maximum extent permitted by the Obligations Code and other applicable law), may forthwith (personally or Loan Documents; all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (athrough its agents) The right to enter at any time and from time to time, with or without judicial process or upon the aid and assistance of others, any premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may be located; (b) The right without resistance or interference by Debtor, to take possession of of, collect, receive, assemble, process, appropriate, remove and realize upon the Collateral; and/or dispose of , or any Collateral where located; and/or require Debtor to assemble part thereof, and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right to forthwith sell, resell, lease, assign and deliverlicense, grant assign, give an option or options for to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any Collateral part thereof, in its then condition one or following any commercially reasonable preparation or processing, more parcels at the a public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcelssales, at the same or different times, with or without having the Collateral any exchange at the place of sale or other dispositionsuch prices as it may deem acceptable, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon on credit or for future deliverydelivery without assumption of any credit risk. Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Trustee and Noteholders, the Secured Party 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. Collateral Agent shall have the right to conduct such sales on each Grantor’s premises or elsewhere and shall have the right to use each Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Collateral Agent’s request, subject to the terms of the Intercreditor Agreement, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Without limiting the foregoing, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, also have the right to require that each Grantor store and keep any Collateral pending further action by Collateral Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition. Until Collateral Agent is able to effect a sale, lease, license or other disposition of Collateral, Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, subject to the terms of the Intercreditor Agreement, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the benefit of Trustee and Noteholders), with respect to such appointment without prior notice or hearing as to such appointment. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent, Trustee and Noteholders arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent, Trustee or Noteholders as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Notwithstanding any such notice of sale, Collateral Agent shall not be obligated to make any sale of Collateral. In connection with any sale, lease, license or other disposition of Collateral, Collateral Agent may disclaim any warranties that might arise in connection therewith and Collateral Agent shall have no obligation to provide any warranties at such time. Each Grantor shall remain liable for any deficiency if the failure proceeds of any sale or disposition of the purchaser Collateral are insufficient to pay for same and in all Second Priority Lien Obligations, including any attorneys’ fees or other expenses incurred by Collateral Agent to collect such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment therefore by any meansdeficiency.

Rights Upon Default. Upon the occurrence of any Default and at any time thereafter, the Secured Party shall have the right to declare the Obligations, or any of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and shall have the following rights and remedies obligations specified in Part 5 of a secured party under the UCC or available to the Secured Party under the Obligations or Loan Documents; all such rights Personal Property Security Act, S.A. 1988, c. P-4.05 and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and amendments thereto from time to time, with or including any act substituted therefore, ("PPSA"); without judicial process or limiting the aid and assistance of others, any premises where any Collateral may be located; (b) The right without resistance or interference by Debtor, to take possession generality of the Collateral; and/or dispose of any Collateral where located; and/or require Debtor to assemble and make available to the foregoing, Secured Party at the expense of Debtor any Collateral at a place designated by the may: a) Secured Party which is reasonably convenient may by instrument in writing or application to both parties; (c) The right to remove any Collateral from where it is located for the purpose Court of effecting sale competent jurisdiction appoint a Receiver or other disposition thereof (Receiver and if Manager of all or any part of the Collateral consists of motor vehicles the Secured Party and may use Debtor’s license plates); (d) The right from time to sell, resell, lease, assign and deliver, grant options for time remove or otherwise dispose of replace any Collateral in its then condition or following any commercially reasonable preparation or processing, at the public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event the Secured Party may resell such CollateralReceiver. The Secured Party may buy from time to time fix the Receiver's remuneration and Debtor will pay Secured Party the amount of such remuneration. Secured Party will not be liable to Debtor or any Collateral at other person, firm or corporation in connection with appointing or not appointing a Receiver or in connection with the Receiver's actions or omissions; b) Secured Party or any public sale and, if Receiver appointed hereunder may take possession of all or any Collateral is of a type customarily sold in a recognized market or is part of the type which is subject to a standard price quotationsCollateral and retain it for as long as they consider appropriate, receive any rents and profits from the Collateral, carry on all or any part of the Debtorʼs business or refrain from doing so, borrow on the security of the Collateral, repair the Collateral, process the Collateral, prepare the Collateral for sale, lease or other disposition, and sell or lease or otherwise dispose of the Collateral on such terms and conditions as the Secured Party considers appropriate, in its own name or in the name of the Debtor; c) All Proceeds of Collateral received by Secured Party or any Receiver may buy be applied to discharge or satisfy any expenses (including the Receiverʼs remuneration and other expenses of enforcing the Secured Partyʼs right under this Agreement), charges, borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by Secured Party or the Receiver to preserve, repair, process, maintain or enhance the Collateral or prepare it for disposition; the balance of such Collateral at such price at private sale proceeds will be applied to the Liabilities and in each case may make payment therefore thereafter be accounted for as required by any meanslaw.

Rights Upon Default. Upon the occurrence of any Default and at any time thereafter, the Secured Party shall have the right to declare the Obligations, or any of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC DCC or available to the Secured Party under the Obligations or Loan Documents; all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time, with or without judicial process or the aid and assistance of others, any premises where any Collateral may be located; (b) The right without resistance or interference by Debtor, to take possession of the Collateral; and/or dispose of any Collateral where located; and/or require Debtor to assemble and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s 's license plates); (d) The right to sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any Collateral in its then condition or following any commercially reasonable preparation or processing, at the public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to pay for same and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment therefore by any means.

Rights Upon Default. Upon the occurrence of any Default In addition to all other rights and at any time thereafterremedies granted to it under this Security Agreement, the Secured Party shall have Guaranty, the right Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to declare any of the Obligations, if a Default, which is not reasonably capable of being cured, or any Event of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and Default shall have the following occurred and is continuing, Agent may exercise all rights and remedies of a secured party under the UCC or available Code. Without limiting the generality of the foregoing, to the Secured Party under extent permitted by law, 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 Obligations or Loan Documents; all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any notice specified below of time and from time place of public or private sale) to timeor upon such Grantor or any other Person (all and each of which demands, with or without judicial process or advertisements and notices are hereby expressly waived to the aid maximum extent permitted by the Code and assistance other applicable law), may forthwith enter upon the premises of others, any premises 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 be located; (b) The right without resistance or interference by Debtorcollect, to take possession of receive, assemble, process, appropriate and realize upon the Collateral; and/or dispose of , or any Collateral where located; and/or require Debtor to assemble part thereof, and make available to the Secured Party at the expense of Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or other disposition thereof (and if any of the Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (d) The right to forthwith sell, resell, lease, assign and deliverlicense, grant assign, give an option or options for to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any Collateral part thereof, in its then condition one or following any commercially reasonable preparation or processing, more parcels at the a public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcelssales, at the same or different times, with or without having the Collateral any exchange at the place of sale or other dispositionsuch prices as it may deem acceptable, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon on credit or for future deliverydelivery without assumption of any credit risk. Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the Secured Party whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby waives and releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall not be liable 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 is continuing, each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at 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 part thereof, to the extent that it deems appropriate for the failure purpose of 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 to enforce any of Agent’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Loan Agreement, and 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 arising out of the purchaser to pay for same repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at place of any public sale andor of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Agent to collect such deficiency. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a type customarily sold specialized nature, (vi) to contact other Persons, whether or not in a recognized market the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the type which auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 6(c) is subject to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6(c). Without limitation upon the foregoing, nothing contained in this Section 6(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 6(c). Agent shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefore or any direct or indirect guarantee thereof. Agent shall not be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a standard price quotationssurety now or hereafter existing which, but for this provision, might be applicable to the Secured Party sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. If Agent shall determine to exercise its right to sell all or any of the Pledged Interests of any Grantor pursuant to this Section 6, each Grantor agrees that, upon request of Agent, such Grantor will, at its own expense, (i) provide Agent with such information and projections as may buy be necessary or, in the opinion of Agent, advisable to enable Agent to effect the sale of such Collateral at Pledged Interests, and (ii) do or cause to be done all such price at private other acts and things as may be necessary to make such sale of such Pledged Interests or any part thereof valid and binding and in each case may make payment therefore by compliance with applicable law. Agent is authorized, in connection with any meanssale of the Pledged Interests pursuant to this Section 6, to deliver or otherwise disclose to any prospective purchaser of the Pledged Interests any information and projections provided to it pursuant to Section 6(e) and any other information in its possession relating to such Pledged Interests. [OMITTED].

Rights Upon Default. Upon the occurrence of any Default default under this ------------------- Security Agreement and at the expiration of any time thereafterapplicable cure period, or whenever the Secured Creditor feels insecure for any reason whatsoever, the Secured Party Creditor shall have and may exercise any or all of the right to following rights: (a) To declare the ObligationsLiabilities, or any of themthem (notwithstanding any provision thereof), immediately due and payable without demand or notice of any kind and the same thereupon shall immediately become due and payable without demand or notice, demand or protest, and from and after the date of default the amount due on the Liabilities shall from and thereafter bear interest at the maximum rate of interest permitted from time to time under Florida law. (b) To exercise from time to time any and all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC or and any and all rights and remedies available to it under any other applicable law. (c) To request the Debtor to assemble at its expense the Collateral and make it available to the Secured Party under Creditor at a convenient place acceptable to the Obligations or Loan Documents; all such rights and remedies being cumulativeSecured Creditor and, not exclusive and enforceable alternativelyupon the making of said request, successively or concurrently:the Debtor shall promptly comply with said request. (ad) The right To give notice to enter at any time and from time make demand upon all Account Debtors to time, with or without judicial process or make payments directly to the aid and assistance of others, any premises where any Collateral may be located;Secured Party on all Accounts. (be) The right without resistance or interference by Debtor, to To seize and take possession of the Collateral; and/or Collateral and dispose of same under the UCC and, in such case, if any Collateral where located; and/or require notice is required under applicable law the giving of five (5) days written notice to the Debtor at its address set forth herein shall constitute reasonable notice to the Debtor provided, however, the Secured Creditor shall not by virtue of this Security Agreement be obligated to give any such notice to the Debtor. If the Debtor wishes to change its address at which said notice is to be given, the burden shall be upon the Debtor to assemble and make available to so notify the Secured Party in writing and unless or until said notice is given, all notices sent to the Debtor at the expense address set forth herein shall be effective and valid notice to the Debtor. In the event of default, the Debtor any Collateral at a place designated expressly authorizes the Secured Creditor to enter upon all property owned by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located Debtor for the purpose of effecting sale taking into custody and seizing any and all of the Collateral. In the event of repossession of any or all of the Collateral, the Debtor authorizes the Secured Creditor to take into his possession any personal property found in or on the Collateral and to hold the same until claimed by the Debtor and in the event such personal property is not claimed within a reasonable time (not greater than ten (10) days) by the Debtor, the Secured Creditor is authorized to dispose of same in the same manner as the Collateral is disposed of and to apply the proceeds resulting therefrom to the Liabilities. (f) To immediately offset against the Liabilities all other monies due or to become due the Debtor from the Secured Creditor, whether said monies are due or are to become due under this Security Agreement, or any other relationship whatsoever between the Debtor and the Secured Creditor. All proceeds resulting from the disposition thereof (and if of any of the Collateral consists of motor vehicles or the exercise by the Secured Party may use Debtor’s license plates); (d) The right to sell, resell, lease, assign and deliver, grant options for or otherwise dispose Creditor of any Collateral in of its then condition or following any commercially reasonable preparation or processing, at the public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in rights under this Security Agreement shall be deemed reasonable notice thereof. If applied without any marshalling of assets first to the expenses of retaking and preparing the Collateral is sold for sale including expenses of sale, next to other costs and attorneys' fees incurred by the Secured Party upon credit or for future deliveryCreditor in exercising its rights under this Security Agreement, next to the payment of interest and/or principal due on the Liabilities, as the Secured Creditor may determine, and finally to any other moneys due the Secured Creditor from the Debtor. Should any deficiency result after disposition of the Collateral, the Secured Party Debtor shall not be remain liable for the failure of the purchaser to pay for same and in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment therefore by any meansdeficiency.