Common use of Secured Party's Rights Upon Default Clause in Contracts

Secured Party's Rights Upon Default. Upon default and at any time thereafter, Secured Party, without presentment, demand, notice, protest or advertisement of any kind, may: 8.1. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Debtor and Debtor hereby irrevocably appoints the Secured Party its attorney-in- fact for this purpose; 8.2. Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Secured Party afforded by the New Hampshire Uniform Commercial Code and other applicable law or by the terms of any agreement between Debtor and Secured Party; 8.3. Notify Debtor to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession of the Collateral and the premises at which any Collateral is located and sell all or part of the Collateral at a public or private sale; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf of the Debtor to the Secured Party or any affiliate; and 8.6. In the case of any sale or disposition of the Collateral, or the realization of funds therefrom, the proceeds thereof shall first be applied to the payment of the expenses of such sale, commissions, reasonable attorneys fees and all charges paid or incurred by Secured Party pertaining to said sale or this Agreement, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy and discharge the Obligations secured hereby; and, thirdly, to pay the surplus, if any, to Debtor, provided that the time of any application of the proceeds shall be at the sole and absolute discretion of Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable or is a type customarily sold in a recognized market, Secured Party will give Debtor at least ten days written notice of the time and place of any sale of the Collateral.

Secured Party's Rights Upon Default. Upon default and at any time thereafter, Secured Party, without presentment, demand, notice, protest or advertisement the occurrence of any kinddefault described in Section 6(a) above, may:or upon any default as set forth in Section 6(b)-(e) above that has not been cured within 15 days after written notice to Debtor (each an “Event of Default“): 8.1. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Debtor and Debtor hereby irrevocably appoints the Secured Party its attorney-in- fact for this purpose; 8.2. Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Secured Party afforded by the New Hampshire Uniform Commercial Code and other applicable law or by the terms of any agreement between Debtor and Secured Party; 8.3. Notify Debtor to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession (a) All of the Collateral obligations and the premises at which any Collateral is located and sell all or part of the Collateral at a public or private sale; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf liabilities of the Debtor to the Secured Party evidenced herein or secured hereby shall, at the Secured Party’s option, immediately become due and payable without notice to Debtor notwithstanding any extension or deferral of any of the obligations or liabilities granted by the Secured Party prior to such Event of Default, and notwithstanding any terms or provisions in the Notes or any affiliate; andother instrument or document evidencing any portion of the obligation or liabilities executed prior to such Event of Default. 8.6. In (b) The Secured Party, at its option, may: (i) Enter upon Debtor’s premises peaceably by the case of any sale Secured Party’s own means or disposition with legal process and take possession of the Collateral, and Debtor agrees not to resist or interfere with such action. (ii) Discharge any taxes, liens, or other encumbrances at any time levied or placed on the realization Collateral. (Debtor agrees to reimburse the Secured Party on demand for any payment made or any expense incurred by the Secured Party pursuant to the foregoing authorization, together with interest on such sums advanced from the date of funds therefromsuch advance to the date of repayment at the highest lawful rate of interest.) (iii) If, in the reasonable opinion of the Secured Party, a receivership may be necessary to protect the Collateral, the proceeds thereof Secured Party shall first have the right to appointment on ex parte application, and without notice to anyone, by any court having jurisdiction, of a receiver to take charge of the Collateral. (iv) Perform any of the provisions of this Security Agreement on Debtor’s part to be applied performed which Debtor fails to perform, and any monies expended in so doing shall be chargeable to Debtor with interest at the highest rate permitted by law and added to Debtor’s obligations to the payment Secured Party. (c) In conjunction with and in addition to all of the expenses of such salerights, commissionspowers, reasonable attorneys fees remedies, and all charges paid or incurred by privileges herein provided to the Secured Party pertaining to said sale or this Agreement, including any taxes or other charges imposed upon default by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy and discharge the Obligations secured hereby; and, thirdly, to pay the surplus, if any, to Debtor, provided that the time Secured Party shall have all the rights, powers, remedies, and privileges accorded to (1) a secured creditor by the Uniform Commercial Code in effect in the State of Florida and as may be hereafter amended or (2) a creditor under any application of the proceeds shall be at the sole and absolute discretion of Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable or is a type customarily sold in a recognized market, other applicable law. (d) The Secured Party will give Debtor at least ten days written reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. (e) In the event that written notice is necessary under this Security Agreement or under applicable law, written notice to the Debtor, at the address set forth herein or otherwise designated in writing, 10 business days prior to the date of public sale of any of the Collateral, or prior to the date after which private sale or any other disposition of said Collateral will be made shall constitute reasonable notice. In the event of any sale or other disposition of any Collateral, the Secured Party may, at its option, apply the proceeds of such sale or disposition to the satisfaction of reasonable attorneys’ fees, legal expenses, and any and all other costs and expenses incurred in connection with the taking, re-taking, holding, preparing for sale, and selling of the Collateral before applying same to any other indebtedness. Without precluding any other method of sale, the sale of Collateral shall be deemed to have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of banks disposing of similar property; but, in any event, the Secured Party may sell on such terms as it may choose, without assuming any risk by relying upon the credit of any prospective buyer, and without any obligation to advertise or give notice of any kind other than such notice as may be expressly required by this Security Agreement or under applicable law. The Secured Party may sell all of the Collateral, or any part or unit thereof, at one or more sales. (f) Debtor will deliver to the Secured Party or deposit with the Secured Party, at the Secured Party’s option, in the form received (properly endorsed for collection, wherever required), all proceeds of Collateral received by Debtor, immediately upon receipt by Debtor, and prior to such delivery or deposit will not commingle such proceeds with any other funds or property of Debtor and will hold such proceeds as an express trust for the Secured Party until such delivery or deposit. (g) Secured Party may instruct the Licensee to make all payments relating to the Collateral directly to the order of Secured Party and to change the mailing address at which mail addressed to Debtor would otherwise be received and authorizes the Secured Party or their representatives to open such mail received at the changed address, and Debtor shall co-sign each instruction. (h) The Secured Party shall not be obligated to assert or enforce any rights, powers, remedies, privileges, or security interests hereunder or to take any action in reference thereto and the Secured Party may, in its discretion and at any time, relinquish their rights as to particular Collateral hereunder without thereby affecting or invalidating the rights of the Secured Party as to any other Collateral. (i) No waiver of or acquiescence in any default shall operate as a waiver of, or acquiescence in, any other default then existing or thereafter occurring, whether or not such other default be of the same type as that waived or acquiesced in. No delay or omission on the part of the Secured Party in exercising any right, power, remedy, or privilege, hereunder or otherwise, shall operate as a waiver thereof, and no single or partial exercise by the Secured Party of any right, power, remedy, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, remedy, or privilege. (j) All of the rights, powers, remedies, and privileges of the Secured Party in the Event of Default by Debtor, as provided under this Security Agreement and under applicable law, including, but not limited to, the Uniform Commercial Code of Florida, shall be cumulative and in addition one to the other, and in addition to those rights, powers, remedies, and privileges afforded the Secured Party under the provisions of the Notes or any other document contemplated by or delivered in connection with this Security Agreement or in connection with any other agreement by and between Debtor and Secured Party.

Secured Party's Rights Upon Default. Upon default the occurrence of an Event of Default, the Obligations shall be immediately due and payable without notice or demand and Secured Party shall have, in addition to any and all rights and remedies that Secured Party may then have under the instruments, agreements and documents evidencing the Obligations, the UCC or at law or in equity, at its option, and without further action, the unconditional right to do any time thereafterone or more of the following: 6.1 Exercise any or all rights, remedies, benefits and privileges available to Secured Party under this Agreement, the Note, and those available to a secured party under the UCC, as well as those under any other applicable agreement with respect to any of the Collateral, and to apply such monies and the net Proceeds of the Collateral to any of the Obligations in such order as Secured Party, without presentment, demand, notice, protest or advertisement of any kind, may: 8.1. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Debtor and Debtor hereby irrevocably appoints the Secured Party its attorney-in- fact for this purposesole discretion, may elect; 8.2. Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Secured Party afforded by the New Hampshire Uniform Commercial Code and other applicable law or by the terms of any agreement between Debtor and Secured Party; 8.3. Notify Debtor 6.2 Require Guarantor to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession of the Collateral and the premises at which any Collateral is located and sell all or part of the Collateral as Secured Party may in its sole discretion request or demand and make the same available to Secured Party in a place to be designated by Secured Party which is reasonably convenient to Secured Party and Guarantor; 6.3 Without limiting the generality of the foregoing, Secured Party may immediately, without demand of performance and without other notice (except as specifically required by this Agreement or the Collateral Documents) or demand whatsoever to Guarantor, all of which are hereby expressly waived, and without advertisement, sell at a public or private sale; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf of the Debtor to the Secured Party or any affiliate; and 8.6. In the case of any sale or disposition otherwise realize upon, in Philadelphia, Pennsylvania or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which Guarantor may have therein, in one or more parcels at public sale or sales, at any exchange, broker's board or elsewhere, at such price and on such terms as Secured Party may determine, for or on credit, or for future delivery without assumption of any credit risk. Notice of any sale or other disposition shall be given to Guarantor at least ten (10) days before the realization time of funds therefromany intended public sale or of the time after which any intended private sale or other disposition of the Collateral is to be made, which Guarantor hereby agrees shall be reasonable notice of such sale or other disposition. Guarantor agrees to assemble, or to cause to be assembled at its expense, the Collateral at such place or places as Secured Party shall designate. At any such sale or other disposition, Secured Party may, to the extent permissible under applicable laws, purchase the whole or any part of the Collateral, free from any right or equity of redemption on the part of Guarantor, which right or equity is hereby waived and released. 6.4 The proceeds thereof of any disposition of the Collateral or other action by Secured Party shall first be applied as follows: (a) First, the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Collateral or in any way relating to the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses; (b) Second, to the satisfaction of the Obligations; (c) Third, to the payment of any other amounts required by applicable law (including, without limitation, Section 9-504(a)(3) of the expenses of such sale, commissions, reasonable attorneys fees and all charges paid or incurred by Secured Party pertaining to said sale or this Agreement, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereofUCC); secondlyand (d) Fourth, to pay, satisfy and discharge the Obligations secured hereby; and, thirdlyGuarantor, to pay the surplus, if any, to Debtor, provided that the time extent of any application surplus proceeds, absent the agreement of the proceeds shall be at parties to the sole and absolute discretion contrary or as directed by a court of Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable or is a type customarily sold in a recognized market, Secured Party will give Debtor at least ten days written notice of the time and place of any sale of the Collateralcompetent jurisdiction.

Secured Party's Rights Upon Default. Upon default an Event of Default and at any time thereafter, Secured PartyNASI, without presentment, demand, notice, protest or advertisement of any kind, may: 8.1. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall (a) have full power to collecttake possession of, operate, compromise, endorse, sell or otherwise deal with the Collateral, including without limitation the express right to use the Collateral or proceeds thereof to manufacture and sell Product for NASI's benefit, in its own name or in the name of Debtor RADIOMED and Debtor RADIOMED hereby irrevocably appoints the Secured Party NASI its attorney-in- in-fact for this purpose; 8.2. Make (b) make all Obligations obligations from RADIOMED to NASI immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Secured Party secured party afforded by the New Hampshire Uniform Commercial Code and other applicable law or by the terms of any agreement between Debtor RADIOMED and Secured PartyNASI; 8.3. Notify Debtor to assemble the Collateral at a place designated by Secured Party; 8.4. Take (c) take possession of the Collateral and on the premises at which any Collateral is located and sell all or part of the Collateral at a public or private salesale or retain the Collateral as payment, whether in part or in full, of the obligation secured hereby; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf of the Debtor to the Secured Party or any affiliate; and 8.6. In (d) in the case of any sale or disposition of the Collateral, or the realization of funds therefrom, or the retention of such Collateral by NASI, the proceeds thereof shall first be applied to the payment of the expenses of such sale, commissions, reasonable attorneys fees and all charges paid or incurred by Secured Party NASI pertaining to said sale or this Agreement, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy and discharge the Obligations secured hereby; and, thirdly, to pay the surplus, if any, to Debtor, provided that the time of any application of the proceeds shall be at the sole and absolute discretion of Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor RADIOMED hereby promises and agrees to pay any deficiency; and/or (e) exercise any and all other rights and remedies available to a secured party and a creditor under applicable law. Except for Collateral that is perishable or is a type customarily sold in a recognized market, Secured Party will give Debtor at least ten days written notice All of the time foregoing rights and place remedies of any sale of the CollateralNASI shall be cumulative.

Secured Party's Rights Upon Default. Upon default an Event of Default and at any time thereafter, Secured Party, without diligence, presentment, demand, notice, protest or notice or advertisement of any kind, and subject to the rights of the Bank, may: 8.1. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Debtor and Debtor hereby irrevocably appoints the Secured Party its attorney-in- fact for this purpose; 8.2. 7.1 Make all Obligations immediately due and payablepayable in full. 7.2 Personally, or by its agents or attorneys, immediately take possession of the Collateral or any part thereof, from Debtor or any other person who then has possession of the Collateral or any part thereof, and for that purpose may enter upon Debtor's premises where any of the Collateral is located and remove such Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of Debtor. 7.3 Take possession of the Collateral or any part thereof, by directing Debtor in writing to deliver the same to Secured Party at any place or places designated by Secured Party, in which event Debtor shall at its own expense; (a) forthwith cause the same to be moved to the place or places so designated by Secured Party and there delivered to Secured Party; (b) store and keep any Collateral so delivered to Secured Party at such place or places pending further action by Secured Party as provided in Section 7.4; and (c) provide guards and maintenance services as shall be necessary to protect and preserve the Collateral. 7.4 Sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable. Notice of any sale shall be given to Debtor as set forth in the applicable statute before the time of any intended public sale, or as set forth in the applicable statute before the time at which any private sale which may be made, or at any time thereafter, which Debtor hereby agrees shall constitute reasonable notice of such sale. The Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Debtor, and Debtor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay or appraisal hereafter enacted. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without presentmentfurther notice, demandbe made at the time and place to which it was so adjourned. Debtor hereby waives, protestto the fullest extent permitted by law, hearing or notice any claims against the Secured Party arising by reason of the fact that the price at which any kind and exercise Collateral may have been sold at such private sale was less than the price which might have been obtained at a public sale. 7.5 Exercise the remedies of a Secured Party secured party afforded by the New Hampshire Uniform Commercial Code as enacted in the Commonwealth of Massachusetts and other applicable law or by the terms of any agreement between Debtor and Secured Party;. 8.3. Notify Debtor 7.6 Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Secured Party hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the premises at which any Collateral is located and sell all payment in whole or in part of the Collateral at a public or private sale; 8.5. Refuse to honor or fulfill Obligations, and if the Obligations then currently due are fully paid, then any then pending or future Purchase Orders submitted by or on behalf of the Debtor to the Secured Party or any affiliate; and 8.6. In the case of any sale or disposition of the Collateral, or the realization of funds therefrom, the proceeds thereof surplus amounts shall first be applied to the payment of any other amounts required by applicable law (including without limitation 9-504(1)(c) of the expenses of such sale, commissions, reasonable attorneys fees Code) and all charges then any remaining amounts shall be paid or incurred by Secured Party pertaining to said sale or this Agreement, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy and discharge the Obligations secured hereby; and, thirdly, to pay the surplus, if any, to Debtor. Debtor shall be liable to Secured Party for any deficiency. 7.7 The rights and remedies of Secured Party herein provided are cumulative, provided that the time may be exercised singly or concurrently, and are not exclusive of any application of the proceeds shall be at the sole and absolute discretion of Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable rights or is a type customarily sold in a recognized market, Secured Party will give Debtor at least ten days written notice of the time and place of any sale of the Collateralremedies provided by law.

Secured Party's Rights Upon Default. Upon default the occurrence of an Event of Default, the Obligations shall be immediately due and payable without notice or demand and Secured Party shall have, in addition to any and all rights and remedies that Secured Party may then have under the instruments, agreements and documents evidencing the Obligations, the UCC or at law or in equity, at its option, and without further action, the unconditional right to do any time thereafterone or more of the following: 7.1 Exercise any or all rights, remedies, benefits and privileges available to Secured Party under this Agreement, the Purchase Agreement, the Notes, and those available to a secured party under the UCC, as well as those under any other applicable agreement with respect to any of the Collateral, and to apply such monies and the net Proceeds of the Collateral to any of the Obligations in such order as Secured Party, without presentment, demand, notice, protest or advertisement of any kind, may: 8.1. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Debtor and Debtor hereby irrevocably appoints the Secured Party its attorney-in- fact for this purposesole discretion, may elect; 8.2. Make all Obligations immediately due and payable, without presentment, demand, protest, hearing or notice of any kind and exercise the remedies of a Secured Party afforded by the New Hampshire Uniform Commercial Code and other applicable law or by the terms of any agreement between Debtor and Secured Party; 8.3. Notify 7.2 Require Debtor to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession of the Collateral and the premises at which any Collateral is located and sell all or part of the Collateral as Secured Party may in its sole discretion request or demand and make the same available to Secured Party in a place to be designated by Secured Party which is reasonably convenient to Secured Party and Debtor; 7.3 Without limiting the generality of the foregoing, Secured Party may immediately, without demand of performance and without other notice (except as specifically required by this Agreement or the Collateral Documents) or demand whatsoever to Debtor, all of which are hereby expressly waived, sell at a public or private sale; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf of the Debtor to the Secured Party or any affiliate; and 8.6. In the case of any sale or disposition otherwise realize upon, in Portland, Oregon or elsewhere, the whole or, from time to time, any part of the Collateral, or any interest which Debtor may have therein, in one or more parcels at public sale or sales, at any exchange, broker's board or elsewhere, at such price and on such terms as Secured Party may deem best, for or on credit, or for future delivery without assumption of any credit risk. Notice of any sale or other disposition shall be given to Debtor at least ten (10) days before the realization time of funds therefromany intended public sale or of the time after which any intended private sale or other disposition of the Collateral is to be made, which Debtor hereby agrees shall be reasonable notice of such sale or other disposition. Debtor agrees to assemble, or to cause to be assembled at its expense, the Collateral at such place or places as Secured Party shall designate. At any such sale or other disposition, Secured Party may, to the extent permissible under applicable laws, purchase the whole or any part of the Collateral, free from any right or equity of redemption on the part of Debtor, which right or equity is hereby waived and released. 7.4 The proceeds thereof of any disposition of the Collateral or other action by Secured Party shall first be applied as follows: (a) First, the costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Collateral or in any way relating to the rights of Secured Party hereunder, including reasonable attorneys' fees and legal expenses; (b) Second, to the satisfaction of the Obligations; (c) Third, to the payment of any other amounts required by applicable law (including, without limitation, Section 9-504(a)(3) of the expenses of such sale, commissions, reasonable attorneys fees and all charges paid or incurred by Secured Party pertaining to said sale or this Agreement, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy and discharge the Obligations secured herebyUCC); and, thirdly, to pay the surplus, if any (d) Fourth, to Debtor, provided that to the time extent of any application surplus proceeds, absent the agreement of the proceeds shall be at parties to the sole contrary. 7.5 Without limiting the generality of any of the rights and absolute discretion of remedies conferred upon Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable or is a type customarily sold in a recognized marketParty under this paragraph, Secured Party will give Debtor at least ten days written notice may, to the full extent permitted by applicable laws: (a) Enter upon the any of the time Debtor's premises and place of any sale take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) At Secured Party's option, use, operate, manage and control the Collateral in any lawful manner; (c) Exercise rights of set-off in accordance with applicable law; (d) Maintain, repair, renovate, alter, remove, abandon or relinquish rights in and to the Collateral as Secured Party may determine in its discretion; (e) Cure any default in any reasonable manner and add the cost of any such cure to the Obligations and accrue interest thereon at the highest rate of interest then being charged to Debtor on any of the Obligations; (f) Notwithstanding any outstanding commitment of any Buyer to Debtor to make additional and further loans, advances or extensions of credit to or for the benefit of Debtor, declare any such commitment null and void and of no further force and effect whatsoever; and (g) Retain all of Debtor's Books and Records relating to the Collateral.

Secured Party's Rights Upon Default. Upon default Subject to the rights of the holders of Senior Indebtedness, upon the occurrence and the continuance of a Default and at any time thereafter, the Secured PartyParty (or its agents), without presentment, demand, demand notice, protest or advertisement of any kind, may: 8.1, at the expense of Debtor, exercise any rights available to it as a secured party under the California Uniform Commercial Code. Notify account debtors that the Collateral has been assigned to Secured Party and that payments shall be made directly to Secured Party and upon request of Debtor appoints Secured Party, Debtor will so notify such account debtors that their accounts must be paid to Secured Party. After notificationand any officer, Debtor shall immediately upon receipt employee or agent of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have , with full power to collectof substitution, compromiseas Xxxxxx’s true and lawful attorney-in-fact, endorse, sell or otherwise deal with the Collateral or proceeds thereof power in its own name or in the name of Debtor the Debtor, effective upon the occurrence and Debtor hereby irrevocably appoints during the Secured Party its attorney-in- fact for this purpose; 8.2. Make all Obligations immediately due continuance of an Event of Default (as defined in the Note) and payablesubject to the rights of the holders of Senior Indebtedness set forth in documentation relating to such Senior Indebtedness, including, without presentmentlimitation, demandthe rights of the holders of Senior Note Indebtedness set forth in that certain Security Agreement dated as of January 31, protest, hearing or notice 2003 executed by the Company in favor of such holders and in those certain 16% Senior Subordinated Secured Notes issued by the Company to such holders and the rights of any kind and exercise the remedies holders of a Secured Party afforded by the New Hampshire Uniform Commercial Code and Institutional Senior Debt as set forth in any documentation relating thereto, (a) to endorse any notes, checks, drafts, money orders or other applicable law or by the terms instruments of any agreement between Debtor and Secured Party; 8.3. Notify Debtor to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession payment in respect of the Collateral that may come into the Secured Party’s possession, (b) to sign and the premises at which endorse any Collateral is located drafts against Debtor, assignments, verifications and sell all or part of the Collateral at a public or private sale; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf of the Debtor notices in connection with accounts, and other documents relating to the Secured Party Collateral, (c) to pay or discharge taxes or liens at any affiliate; and 8.6. In time levied or placed upon or threatened against the case of any sale or disposition Collateral, (d) to demand, collect, issue receipt for, compromise, settle and sue for monies due in respect of the Collateral, or the realization of funds therefrom, the proceeds thereof shall first be applied (e) to notify persons and entities obligated with respect to the payment of Collateral to make payments directly to the expenses of such saleSecured Party, commissionsand (f) generally, reasonable attorneys fees to do, at Secured Party’s option and at Debtor’s expense, at any time, or from time to time, all charges paid or incurred by acts and things which the Secured Party pertaining deems necessary to said sale or protect, preserve and realize upon the Collateral and Secured Party’s security interest therein to effect the intent of this Agreement, including any taxes all as fully and effectively as Debtor might or other charges imposed could do; and Debtor hereby ratifies all that said attorney shall lawfully do or cause to be done by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy and discharge the Obligations secured hereby; and, thirdly, to pay the surplus, if any, to Debtor, provided that the time virtue hereof. This power of any application attorney shall be irrevocable until payment in full of the proceeds shall be at the sole and absolute discretion of Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable or is a type customarily sold Note in a recognized market, Secured Party will give Debtor at least ten days written notice of the time and place of any sale of the Collateralaccordance with its terms.

Secured Party's Rights Upon Default. Upon default and at or after the occurrence of any time thereafterEvent of Default, Secured PartyParty may do any or all of the following, without presentment, demand, notice, protest all of which rights and remedies shall be cumulative and any and all of which may be exercised from time to time and as often as Secured Party shall deem necessary or advertisement of any kind, maydesirable: 8.1. Notify account debtors that the Collateral has been assigned 6.1 Exercise any or all rights, privileges and remedies available to Secured Party under this Security Agreement, or the Related Documents, and that payments of a secured party under the UCC (which remedies shall be made directly cumulative), as well as those under any other applicable agreement with respect to any of the Collateral then held for the Obligations, and to apply such monies and the net proceeds of the Collateral to any of the Obligations then due Secured Party as provided below. 6.2 Declare the entire unpaid amount of such of the Obligations as are not then due and upon request of Secured Party, Debtor will so notify such account debtors that their accounts must be paid payable to Secured Party. After notification, Debtor shall immediately upon receipt of all checks, drafts, cash and other remittances deliver the same in kind to the Secured Party. Secured Party shall have full power to collect, compromise, endorse, sell or otherwise deal with the Collateral or proceeds thereof in its own name or in the name of Debtor and Debtor hereby irrevocably appoints the Secured Party its attorney-in- fact for this purpose; 8.2. Make all Obligations become immediately due and payable, without presentmentnotice to or demand on any Obligor. 6.3 Upon thirty (30) days' prior written notice to Debtor, demandwhich notice Debtor acknowledges is sufficient, protestproper and commercially reasonable, hearing sell, lease or notice of any kind and exercise the remedies of a Secured Party afforded by the New Hampshire Uniform Commercial Code and other applicable law or by the terms of any agreement between Debtor and Secured Party; 8.3. Notify Debtor to assemble the Collateral at a place designated by Secured Party; 8.4. Take possession of the Collateral and the premises at which any Collateral is located and sell all or part of the Collateral at a public or private sale; 8.5. Refuse to honor or fulfill any then pending or future Purchase Orders submitted by or on behalf of the Debtor to the Secured Party or any affiliate; and 8.6. In the case of any sale or disposition otherwise dispose of the Collateral, at any time and from time to time, in whole or in part, at an advertised public sale. 6.4 Cure any default in any reasonable manner and add the realization cost of funds therefrom, the proceeds thereof shall first be applied any such cure to the payment of Obligations and accrue interest thereon at the expenses of such sale, commissions, reasonable attorneys fees and all charges paid or incurred rate then being charged by Secured Party pertaining to said sale or this Agreement, including any taxes or other charges imposed by law upon the Collateral and/or the owning, holding or transferring thereof; secondly, to pay, satisfy for loans and discharge the Obligations secured hereby; and, thirdly, to pay the surplus, if any, to Debtor, provided that the time extensions of credit hereunder. The waiver of any application Event of Default or Secured Party's failure to exercise any right or remedy hereunder shall not be deemed a waiver of any subsequent Event of Default or of the proceeds shall be at the sole and absolute discretion of right to exercise that or any other right or remedy available to Secured Party. To the extent such proceeds do not satisfy the foregoing items, Debtor hereby promises and agrees to pay any deficiency. Except for Collateral that is perishable or is a type customarily sold in a recognized market, Secured Party will give Debtor at least ten days written notice of the time and place of any sale of the Collateral.