Common use of Secured Party's Remedies Clause in Contracts

Secured Party's Remedies. Upon the occurrence and during the continuation of any one or more of the foregoing Events of Default, Secured Party may, at its option, and without notice to or demand on Debtor and in addition to all rights and remedies available to Secured Party under the Third Restated Loan Agreement or any of the other Financing Documents, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all of the Obligations to be immediately due and payable and foreclose or otherwise enforce Secured Party's security interest in or other lien hereunder on any or all of the Collateral in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor all costs and expenses, including, without limitation, actual and reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all of the Collateral provided to it by this Agreement or by applicable law. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) Secured Party may require Debtor to assemble any or all of the Collateral and make it available to Secured Party at such place or places as may be designated by Secured Party. (d) Secured Party may enter onto any property where any Collateral is located and take possession thereof with or without judicial process. (e) Prior to Lender's disposition of any Collateral, Secured Party may store, process, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but Secured Party shall not be obligated to do so). (f) Secured Party may transfer any of the Collateral into its name, notify any account debtor under or other person obligated on any Collateral to make payments thereunder directly to Secured Party, and otherwise collect or enforce payment of any of the Collateral (but Secured Party shall have no obligation to do any of the foregoing). (g) Secured Party may sell or otherwise dispose of any of the Collateral at one or more public or private sales at Debtor's or Secured Party's place of business or any other place or places, including without limitation at any brokers board or security exchange, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Debtor agrees that seven (7) days' prior written notice from Secured Party to Debtor of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right to conduct any such sale on Debtor's premises, without any charge therefor, and any such sales may be adjourned from time to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off the amount of such price against the Obligations. (h) Secured Party is hereby granted by Debtor a license or other right to use during the term of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materials, or any other property of any similar nature, as it pertains to any of the Collateral, in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any of the Collateral shall inure to Secured Party's benefit to the extent of Secured Party's rights, titles and interests in or to the Collateral under this Agreement. (i) Secured Party also may, without prior notice or demand of any kind, hold and set-off against such of the Obligations (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit of Debtor in any deposit, agency, reserve, holdback or other account of any nature whatsoever which may be now or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or joint.

Secured Party's Remedies. Upon the occurrence and during the continuation of any one or more Event of Default hereunder, Secured Party shall have the following rights and remedies, at any time after giving notice and after the expiration of the foregoing Events of Default, grace period provided herein: 4.1 The Secured Party may, at its option, and without notice to or demand on Debtor and in addition to declare all rights and remedies available to Secured Party under the Third Restated Loan Agreement or any of the other Financing Documents, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all part of the Obligations to be immediately due and payable and foreclose or otherwise enforce Debtor shall on demand by Secured Party deliver the Collateral to the Secured Party's security interest in . Secured Party may, without further notice or other lien hereunder on any or all demand and without legal process, take possession of the Collateral wherever found and, for this purpose, may enter upon said Real Property or upon any other property occupied by or in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor all costs and expenses, including, without limitation, actual and reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all the control of the Collateral provided to it by this Agreement or by applicable lawDebtor. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) The Secured Party may require the Debtor to assemble any or all of the Collateral and make it available to the Secured Party at such a place or places as may to be designated by the Secured Party that is reasonably convenient to both parties. 4.2 The Secured Party may pursue any legal remedy available to collect all sums secured hereby and to enforce its title in and right to possession of the Collateral, and to enforce any and all other rights or remedies available to it, and no such action shall operate as a waiver of any other right or remedy of the Secured Party under the terms hereof, or under the laws of the State of California. 4.3 Debtor waives any requirements of presentment, protest, notices of protest, notices of dishonor, and all other formalities. Debtor waives all rights and/or privilege it might otherwise have to require Secured Party to proceed against or exhaust the Collateral encumbered hereby or by any other security document or instrument securing said Note or to proceed against any guarantor of such indebtedness, or to pursue any other remedy available to Secured Party in any particular manner or order under the legal or equitable doctrine or principle of marshalling and/or suretyship and further agrees that Secured Party may proceed against any or all of the Collateral encumbered hereby or by any other security document or instrument securing said Note in the event of default and after expiration of any applicable grace period following notice in such order and manner as Secured Party in its sole discretion may determine. Any Debtor that has signed this Security Agreement as a surety or accommodation party, or that has subjected its property to this Security Agreement to secure the indebtedness of another hereby expressly waives any defense arising by reason of any disability or other defense of the maker or by reason of the cessation from any cause whatsoever of the liability of maker, and waives the benefit of any statutes of limitation affecting the enforcement hereof. 4.4 The Secured Party, upon obtaining possession of the Collateral or any part thereof, may sell the same at public or private sale either with or without having such Collateral at the place of sale, and with notice to Debtor as provided in paragraph 4.6 herein. The proceeds of such sale, after deducting therefor all expenses of the Secured Party in taking, storing, repairing and selling the Collateral (including reasonable attorneys' fees) shall be applied to the payment of any part or all of the obligations and any other indebtedness or liability of the Debtor to the Secured Party, and any surplus thereafter remaining shall be paid to the Debtor, or any other person that may be legally entitled thereto. In the event of a deficiency, between such net proceeds from the sale of Collateral and the total amount owing by the Debtor under the Obligations, the Debtor (or if more than one, jointly and severally) will promptly upon demand pay the amount of such deficiency to the Secured Party. (d) 4.5 At any sale, public or private, of the Collateral or any part thereof, made in the enforcement of the rights and remedies hereunder of the Secured Party; the Secured Party may, so far as may enter onto be lawful, purchase any property where any part or parts of the Collateral is located and take possession or all thereof with or without judicial processoffered at such sale. (e) Prior to Lender's disposition of any Collateral, Secured Party may store, process, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but 4.6 Secured Party shall not be obligated to do so). (f) Secured Party may transfer give Debtor reasonable notice of any sale or other disposition of the Collateral into its nameor any part thereof. Debtor agrees that notice and demand shall be conclusively deemed to be reasonable and effective if such notice is mailed by registered or certified mail postage prepaid, notify any account debtor under to the Debtor at the address above given, or at such other person obligated on any Collateral address as the Debtor may designate hereafter by written notice to make payments thereunder directly to the Secured Party, and otherwise collect at least ten (10) days prior to such sale or enforce payment of any of the Collateral (but other disposition. 4.7 The Secured Party shall have no obligation to do any all the rights and remedies afforded a Secured Party under the California Uniform Commercial Code and all other legal or equitable remedies provided by the laws of the foregoing)United States and the State of California. (g) Secured Party may sell or otherwise dispose of any of the Collateral at one or more public or private sales at Debtor's or Secured Party's place of business or any other place or places, including without limitation at any brokers board or security exchange, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Debtor agrees that seven (7) days' prior written notice from Secured Party to Debtor of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right to conduct any such sale on Debtor's premises, without any charge therefor, and any such sales may be adjourned from time to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off the amount of such price against the Obligations. (h) Secured Party is hereby granted by Debtor a license or other right to use during the term of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materials, or any other property of any similar nature, as it pertains to any of the Collateral, in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any of the Collateral shall inure to Secured Party's benefit to the extent of Secured Party's rights, titles and interests in or to the Collateral under this Agreement. (i) Secured Party also may, without prior notice or demand of any kind, hold and set-off against such of the Obligations (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit of Debtor in any deposit, agency, reserve, holdback or other account of any nature whatsoever which may be now or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or joint.

Secured Party's Remedies. Upon the occurrence and during the continuation of any one or more of the foregoing Events of Default, Secured Party may, at its option, and without notice to or demand on Debtor and in addition to all rights and remedies available to Secured Party under the Guaranty Agreement or the Third Restated Loan Agreement or any of the other Financing Documents, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all of the Obligations to be immediately due and payable and foreclose or otherwise enforce Secured Party's security interest in or other lien hereunder on any or all of the Collateral in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor all costs and expenses, including, without limitation, actual and reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all of the Collateral provided to it by this Agreement or by applicable law. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) Secured Party may require Debtor to assemble any or all of the Collateral and make it available to Secured Party at such place or places as may be designated by Secured Party. (d) Secured Party may enter onto any property where any Collateral is located and take possession thereof with or without judicial process. (e) Prior to Lender's disposition of any Collateral, Secured Party may store, process, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but Secured Party shall not be obligated to do so). (f) Secured Party may transfer any of the Collateral into its name, notify any account debtor under or other person obligated on any Collateral to make payments thereunder directly to Secured Party, and otherwise collect or enforce payment of any of the Collateral (but Secured Party shall have no obligation to do any of the foregoing). (g) Secured Party may sell or otherwise dispose of any of the Collateral at one or more public or private sales at Debtor's or Secured Party's place of business or any other place or places, including without limitation at any brokers board or security exchange, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Debtor agrees that seven (7) days' prior written notice from Secured Party to Debtor of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right to conduct any such sale on Debtor's premises, without any charge therefor, and any such sales may be adjourned from time to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off the amount of such price against the Obligations. (h) Secured Party is hereby granted by Debtor a license or other right to use during the term of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materials, or any other property of any similar nature, as it pertains to any of the Collateral, in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any of the Collateral shall inure to Secured Party's benefit to the extent of Secured Party's rights, titles and interests in or to the Collateral under this Agreement. (i) Secured Party also may, without prior notice or demand of any kind, hold and set-off against such of the Obligations (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit of Debtor in any deposit, agency, reserve, holdback or other account of any nature whatsoever which may be now or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or joint.

Secured Party's Remedies. Upon the occurrence and during the continuation of any one or more of the foregoing Events of Default, Secured Party may, at its option, and without notice to or demand on Debtor and in addition to all rights and remedies available to Secured Party under the Third Restated Loan Agreement or any of the other Financing Documentsagreement, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all of the Obligations to be immediately due and payable and foreclose or otherwise enforce Secured Party's security interest in or other lien hereunder on any or all of the Collateral in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor all costs and expenses, including, without limitation, actual and reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all of the Collateral provided to it by this Agreement or by applicable law. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) Secured Party may require Debtor to assemble that any or and all of the Collateral Account and make it available to Secured Party at such place or places as may the Investments be designated by transferred into Secured Party.'s name or the name of its nominee; (d) Secured Party may enter onto vote all or any property where of the Collateral (and in connection therewith Debtor hereby grants to Secured Party a proxy to vote the Collateral which proxy shall be irrevocable so long as this Agreement is in effect); provided, however, that unless and until an Event of Default has occurred hereunder and Secured Party has elected as a result thereof to exercise its voting right and proxy under this subsection, Debtor shall be entitled to vote the Collateral but no vote may be cast by Debtor which would violate or be inconsistent with any Collateral is located and take possession thereof with or without judicial processof the terms of this Agreement. (e) Prior to Lender's disposition of any Collateral, Secured Party may store, process, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but Secured Party shall not be obligated to do so). (f) Secured Party may transfer any of the Collateral into its name, notify any account debtor under or other person obligated on any Collateral to make payments thereunder directly to Secured Party, and otherwise collect or enforce payment of any of the Collateral (but Secured Party shall have no obligation to do any of the foregoing). (gf) Secured Party may sell or otherwise dispose of any of the Collateral at one or more public or private sales at Debtor's or Secured Party's place of business or any other place or places, including without limitation at any brokers board or security exchange, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Debtor agrees that seven five (75) days' prior written notice from Secured Party to Debtor of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right to conduct any such sale on Debtor's premises, without any charge therefor, and any such sales may be adjourned from time to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off setoff the amount of such price against the Obligations. (hg) Secured Party is hereby granted by Debtor a license Upon any sale or other right to use during the term disposition of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materials, or any other property of any similar nature, as it pertains to any of the Collateral, in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any of the Collateral pursuant to this Security Agreement, Secured Party shall inure have the right to deliver, assign, and transfer to the purchaser thereof the Collateral or the portion thereof so sold or disposed of and each purchaser at any such sale or other disposition (including Secured Party's benefit ) shall acquire such Collateral free from any claim or right of whatever kind, including any equity or right of redemption of Debtor and Debtor specifically waives (to the maximum extent permitted by law) all rights of Secured Party's rightsredemption, titles and interests in stay or appraisal with respect to the Collateral which Debtor has or may have under this Agreement. (i) Secured Party also mayany applicable law, without prior notice statute, or demand of any kind, hold and set-off against such of the Obligations (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit of Debtor in any deposit, agency, reserve, holdback or other account of any nature whatsoever which may be constitution now existing or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or jointeffect.

Secured Party's Remedies. Upon the occurrence and during the continuation of any one or more Event of Default hereunder, Secured Party shall have the following rights and remedies, at any time after giving notice and after the expiration of the foregoing Events of Default, grace period provided herein: 4.1 The Secured Party may, at its option, and without notice to or demand on Debtor and in addition to declare all rights and remedies available to Secured Party under the Third Restated Loan Agreement or any of the other Financing Documents, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all part of the Obligations to be immediately due and payable and foreclose or otherwise enforce Debtor shall on demand by Secured Party deliver the Collateral to the Secured Party's security interest in . Secured Party may, without further notice or other lien hereunder on any or all demand and without legal process, take possession of the Collateral wherever found and, for this purpose, may enter upon said Real Property or upon any other property occupied by or in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor all costs and expenses, including, without limitation, actual and reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all the control of the Collateral provided to it by this Agreement or by applicable lawDebtor. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) The Secured Party may require the Debtor to assemble any or all of the Collateral and make it available to the Secured Party at such a place or places as may to be designated by the Secured Party that is reasonably convenient to both parties. 4.2 The Secured Party may pursue any legal remedy available to collect all sums secured hereby and to enforce its title in and right to possession of the Collateral, and to enforce any and all other rights or remedies available to it, and no such action shall operate as a waiver of any other right or remedy of the Secured Party under the terms hereof, or under the laws of the State of California. 4.3 Debtor waives any requirements of presentment, protest, notices of protest, notices of dishonor, and all other formalities. Debtor waives all rights and/or privilege it might otherwise have to require Secured Party to proceed against or exhaust the Collateral encumbered hereby or by any other security document or instrument securing said Note or to proceed against any guarantor of such indebtedness, or to pursue any other remedy available to Secured Party in any particular manner or order under the legal or equitable doctrine or principle of marshalling and/or suretyship and further agrees that Secured Party may proceed against any or all of the Collateral encumbered hereby or by any other security document or instrument securing said Note in the event of default and after expiration of any applicable grace period following notice in such order and manner as Secured Party in its sole discretion may determine. Any Debtor that has signed this Security Agreement as a surety or accommodation party, or that has subjected its property to this Security Agreement to secure the indebtedness of another hereby expressly waives any defense arising by reason of any disability or other defense of the maker or by reason of the cessation from any cause whatsoever of the liability of maker, and waives the benefit of any statutes of limitation affecting the enforcement hereof. 4.4 The Secured Party, upon obtaining possession of the Collateral or any part thereof, may sell the same at public or private sale either with or without having such Collateral at the place of sale, and with notice to Debtor as provided in paragraph 4.6 herein. The proceeds of such sale, after deducting therefore all expenses of the Secured Party in taking, storing, repairing and selling the Collateral (including reasonable attorneys' fees) shall be applied to the payment of any part or all of the obligations and any other indebtedness or liability of the Debtor to the Secured Party, and any surplus thereafter remaining shall be paid to the Debtor, or any other person that may be legally entitled thereto. In the event of a deficiency, between such net proceeds from the sale of Collateral and the total amount owing by the Debtor under the Obligations, the Debtor (or if more than one, jointly and severally) will promptly upon demand pay the amount of such deficiency to the Secured Party. (d) 4.5 At any sale, public or private, of the Collateral or any part thereof, made in the enforcement of the rights and remedies hereunder of the Secured Party; the Secured Party may, so far as may enter onto be lawful, purchase any property where any part or parts of the Collateral is located and take possession or all thereof with or without judicial processoffered at such sale. (e) Prior to Lender's disposition of any Collateral, Secured Party may store, process, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but 4.6 Secured Party shall not be obligated to do so). (f) Secured Party may transfer give Debtor reasonable notice of any sale or other disposition of the Collateral into its nameor any part thereof. Debtor agrees that notice and demand shall be conclusively deemed to be reasonable and effective if such notice is mailed by registered or certified mail postage prepaid, notify any account debtor under to the Debtor at the address above given, or at such other person obligated on any Collateral address as the Debtor may designate hereafter by written notice to make payments thereunder directly to the Secured Party, and otherwise collect at least ten (10) days prior to such sale or enforce payment of any of the Collateral (but other disposition. 4.7 The Secured Party shall have no obligation to do any all the rights and remedies afforded a Secured Party under the California Uniform Commercial Code and all other legal or equitable remedies provided by the laws of the foregoing)United States and the State of California. (g) Secured Party may sell or otherwise dispose of any of the Collateral at one or more public or private sales at Debtor's or Secured Party's place of business or any other place or places, including without limitation at any brokers board or security exchange, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Debtor agrees that seven (7) days' prior written notice from Secured Party to Debtor of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right to conduct any such sale on Debtor's premises, without any charge therefor, and any such sales may be adjourned from time to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off the amount of such price against the Obligations. (h) Secured Party is hereby granted by Debtor a license or other right to use during the term of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materials, or any other property of any similar nature, as it pertains to any of the Collateral, in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any of the Collateral shall inure to Secured Party's benefit to the extent of Secured Party's rights, titles and interests in or to the Collateral under this Agreement. (i) Secured Party also may, without prior notice or demand of any kind, hold and set-off against such of the Obligations (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit of Debtor in any deposit, agency, reserve, holdback or other account of any nature whatsoever which may be now or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or joint.

Secured Party's Remedies. Upon the occurrence and during the continuation of any one or more of the foregoing Events of Default, Secured Party may, at its option, and without notice to or demand on Debtor Debtors and in addition to all rights and remedies available to Secured Party under the Third Restated Loan Agreement or any of the other Financing Documentsagreement, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all of the Secured Obligations to be immediately due and payable and foreclose or otherwise enforce Secured Party's ’s security interest in or other lien hereunder on any or all of the Collateral in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor Debtors all documented out-of-pocket costs and expenses, including, without limitation, actual and reasonable documented out-of-pocket attorney's ’s fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all of the Collateral provided to it by this Agreement or by applicable law. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) Secured Party may require Debtor Debtors to assemble any or all of the Collateral and make it available to Secured Party at such place or places as may be designated by Secured Party. (d) Secured Party may enter onto any property where any Collateral is located and take possession thereof with or without judicial process. (e) Prior to Lender's Secured Party’s disposition of any Collateral, Secured Party may store, process, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but Secured Party shall not be obligated to do so). (f) Secured Party may vote all or any of the Collateral (and in connection therewith each Debtor hereby grants to Secured Party a proxy to vote the Collateral which proxy shall be irrevocable so long as this Agreement is in effect); provided, however, that unless and until an Event of Default has occurred hereunder and Secured Party has elected as a result thereof to exercise its voting right and proxy under this subsection, Debtors shall be entitled to vote the Collateral but no vote may be cast by any Debtor which would violate or be inconsistent with any of the terms of this Agreement or any other agreement between Debtors and Secured Party relating to the Collateral or the Secured Obligations. (g) Secured Party may transfer any of the Collateral into its name, notify any account debtor under or other person obligated on any Collateral to make payments thereunder directly to Secured Party, and otherwise collect or enforce payment of any of the Collateral (but Secured Party shall have no obligation to do any of the foregoing). (gh) Secured Party may sell or otherwise dispose of any of the Collateral at one or more public or private sales at Debtor's Debtors’ or Secured Party's ’s place of business or any other place or places, including without limitation at any brokers board or security exchange, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Each Debtor agrees that seven (7) days' ’ prior written notice from Secured Party to Debtor Issuer of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right to conduct any such sale on any Debtor's ’s premises, without any charge therefor, and any such sales may be adjourned from time to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off set‑off the amount of such price against the Secured Obligations. (h) Secured Party is hereby granted by Debtor a license or other right to use during the term of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materials, or any other property of any similar nature, as it pertains to any of the Collateral, in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any of the Collateral shall inure to Secured Party's benefit to the extent of Secured Party's rights, titles and interests in or to the Collateral under this Agreement. (i) Upon any sale or other disposition of any of the Collateral pursuant to this Security Agreement, Secured Party also mayshall have to the maximum extent permitted by law the right to deliver, without prior notice assign, and transfer to the purchaser thereof the Collateral or demand the portion thereof so sold or disposed of and each purchaser at any such sale or other disposition (including Secured Party) shall acquire such Collateral free from any claim or right of whatever kind, including any equity or right of redemption of any kind, hold Debtor and set-off against such of the Obligations each Debtor specifically waives (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit maximum extent permitted by law) all rights of redemption, stay or appraisal with respect to the Collateral which any Debtor in has or may have under any depositapplicable law, agencystatute, reserve, holdback or other account of any nature whatsoever which may be constitution now existing or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or jointeffect.

Secured Party's Remedies. Upon the occurrence of an Event of Default hereunder, Secured Party shall have the following rights and during remedies; at any time after giving notice and after the continuation of any one or more expiration of the foregoing Events of Default, grace period provided herein: 5.1. Secured Party may, at its option, and without notice to or demand on Debtor and in addition to declare all rights and remedies available to Secured Party sums due under the Third Restated Loan Agreement or any of the other Financing Documents, or at law, in equity, or otherwise, do any one or more of the following: (a) Secured Party may declare any or all of the Obligations to be Note immediately due and payable and foreclose or otherwise enforce Debtors shall on demand by Secured Party deliver the Collateral to Secured Party's security interest in . Secured Party may, without further notice or other lien hereunder on any or all demand and without legal process, take possession of the Collateral wherever found and, for this purpose, may enter upon the Real Property or upon any other property occupied by or in any manner permitted by law or provided for in this Agreement. (b) Secured Party may recover from Debtor all costs and expenses, including, without limitation, actual and reasonable attorney's fees, incurred or paid by Secured Party in exercising or enforcing any right, power, or remedy with respect to any or all the control of the Collateral provided to it by this Agreement or by applicable lawDebtors. Notwithstanding anything herein to the contrary, the Debtor's liability under this Agreement for the Secured Party's attorney's fees shall not exceed the attorney's fees actually incurred by the Secured Party. (c) Secured Party may require Debtor Debtors to assemble any or all of the Collateral and make it available to Secured Party at such a place or places as may to be designated by Secured Party.Party that is reasonably convenient to both parties. In taking (d) 5.2. Secured Party may enter onto pursue any property where legal remedy available to collect all sums secured hereby and to enforce its title in and right to possession of the Collateral, and to enforce any Collateral is located and take possession thereof with all other rights or without judicial processremedies available to it, and no such action shall operate as a waiver of any other right or remedy of Secured Party under the terms hereof, or under the laws of the State of California. (e) Prior to Lender's disposition of any Collateral, 5.3. Secured Party may storemay, processat its option, complete, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate (but Secured Party shall not be obligated to do so). (f) Secured Party may transfer any of treat the Collateral into its nameand the Real Property, notify any account debtor under as an entirety or other person obligated on any Collateral to make payments thereunder directly to Secured Party, and otherwise collect or enforce payment of any of the Collateral (but Secured Party shall have no obligation to do any of the foregoing). (g) Secured Party may sell or otherwise dispose of any of the Collateral at as one or more public or private sales at Debtor's or Secured Party's place of business or any other place or places, including without limitation at any brokers board parcel or security exchangefor the Note. Accordingly, in lots or in bulk, for cash or on credit, all as Secured Party, in its discretion, may deem advisable. Debtor agrees that seven (7) days' prior written notice from Secured Party to Debtor of any public sale of any Collateral or the date after which any private sale of any Collateral will be held shall constitute reasonable notice thereof and such sale may be held at such locations as Secured Party may designate in each said notice. Secured Party shall have the right and power, to conduct the extent that it is lawful, to cause the Collateral to be sold at the same time and together with the Real Property secured by the Deed of Trust for one total bid or price at any judicial sale whereby the Deed of Trust is foreclosed. 5.4. Secured Party, upon obtaining possession of the Collateral or any part thereof, may sell the same at public or private sale either with or without having such sale on Debtor's premisesCollateral at the place of sale, without and with notice to Debtors as provided in Section 5.6 herein. The proceeds of such sale, after deducting therefrom all expenses of Secured Party in taking, storing, repairing and selling the Collateral (including reasonable attorneys' fees) shall be applied to the payment of any charge thereforpart or all of the Obligations and any other indebtedness or liability of Debtors to Secured Party in such order as Secured Party may determine, and any such sales may surplus thereafter remaining shall be adjourned from time paid to time in accordance with applicable law. Secured Party may purchase all or any part of the Collateral at any public sale or, if permitted by law, any private sale and, in lieu of actual payment of such purchase price, Secured Party may set-off the amount of such price against the Obligations. (h) Secured Party is hereby granted by Debtor a license or other right to use during the term of this Agreement, without charge, any or all of Debtor's labels, patents, software, copyrights, trade secrets, trade names, trademarks and advertising materialsDebtors, or any other property person that may be legally entitled thereto. 5.5. At any sale, public or private, of the Collateral or any part thereof, made in the enforcement of the rights and remedies hereunder of Secured Party, Secured Party may, so far as may be lawful, purchase any part or parts of the Collateral or all thereof offered at such sale. 5.6. Secured Party shall give Debtors reasonable notice of any similar naturesale or other disposition of the Collateral or any part thereof. Debtors agrees that notice and demand shall be conclusively deemed to be reasonable and effective if such notice is mailed by regular or certified mail postage prepaid to Debtors at the address above given, or at such other address as it pertains Debtors may designate hereafter by written notice to Secured Party, at least ten (10) calendar days prior to such sale or other disposition. 5.7. Secured Party shall give notice of an Event of Default hereunder to those parties and in the manner set forth in the Deed of Trust, and shall allow any applicable grace periods therein provided to expire prior to exercising any remedies for default hereunder. 5.8. Secured Party shall have all the rights and remedies afforded a secured party under the California Commercial Code and all other legal or equitable remedies provided by the laws of the United States and the State of California. 5.9. Debtors irrevocably appoints Secured Party its true and lawful attorney-in-fact, which appointment is coupled with an interest, for purposes of accomplishing any of the Collateral, foregoing. Debtors further nominate and appoint Secured Party as attorney-in- fact to perform all acts and execute all documents deemed necessary by Secured Party in advertising for sale and selling any Collateral or in completing Debtor's performance under or collecting any sums owing in respect of any Collateral, and Debtor's rights under all licenses and all franchise agreements relating to any furtherance of the Collateral shall inure to Secured Party's benefit to the extent terms of Secured Party's rights, titles and interests in or to the Collateral under this Agreement. (i) Secured Party also may; except, without prior however, for receiving notice or demand of any kind, hold and set-off against such of the Obligations (whether matured or unmatured) as Secured Party may elect any balance of amount to the credit of Debtor in any deposit, agency, reserve, holdback or other account of any nature whatsoever which may be now or hereafter maintained by or on behalf of Debtor with Secured Party in any of its offices, regardless of whether any such account is general or special and regardless of whether any such account is individual or jointDebtors.