Common use of RIGHTS AND REMEDIES ON DEFAULT Clause in Contracts

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default, and at any time thereafter, Secured Party shall have the rights and remedies of a secured party under the Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party 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 the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereof.

RIGHTS AND REMEDIES ON DEFAULT. Upon At Lender's option, upon the occurrence of any such Event of DefaultDefault under Section 14, and at any time thereafter, Secured Party at Lender's option, Lender's commitment to lend shall have terminate and/or all unmatured Indebtedness evidenced by the rights Notes will immediately become due and remedies of a secured party under the Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoingpayable without presentation, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement protest, or notice of any kind kind, all of which are expressly waived. Lender may exercise, from time to time, any rights and remedies available to it under this Agreement, any Note, the Uniform Commercial Code and other applicable law. Telscape and each Co-Borrower agree that upon the occurrence and during the continuance of an Event of Default, to the extent permitted by applicable law (except i) any amounts payable under this Agreement or under the Notes shall thereafter bear interest at a rate per annum equal to the Interest Rate plus three percent (3%), or the maximum rate per annum allowed by law, whichever is less, compounded monthly and payable on demand (both before and after judgment), until the Indebtedness is paid in full (which payment of Indebtedness in the event of acceleration shall not be subject to any prepayment premium) or the Event of Default is cured, (ii) it will, at Lender's request, assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, and (iii) Lender, by itself or its agent, may, without notice specified below to any person and without judicial process of time and place of public or private sale) to any kind, enter into any premises or upon Borrower any land owned, leased or otherwise under the real or apparent control of Telscape or any other person (Co-Borrower, or any agent of any Co-Borrower, where the Collateral may be, or where Lender believes the Collateral may be, and disassemble, render unusable, and/or repossess all and each or any item of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, disconnecting and separating the Collateral from any other property. Each Co-Borrower expressly waives all further rights to possession of the Collateral after the occurrence and during the continuance of an Event of Default and all claims for injuries suffered through, or any part thereofloss caused by, such entering and/or may forthwith repossession. Lender shall have the right to sell, lease, assign, give an option or options to purchase or sell lease or otherwise dispose of and deliver the Collateral (or contract to do so), whether in its then condition or any part thereofafter further preparation or processing, in one or more parcels either at public or private sale sale, in lots or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of any credit riskwarranties or representations, and upon such terms and conditions as Lender, in its sole discretion, may deem advisable. Secured Party Lender shall have the right upon to purchase at any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releasessale. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party Lender will give the applicable Co-Borrower reasonable notice of the time and place of any public sale thereof of the Collateral or of the time after which any private sale or other intended disposition thereof of the Collateral is to be made. The Unless otherwise provided by law, the requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, delivered to the address of Borrower, the Co-Borrowers and Telscape set forth above at least ten (10) days before the time of the sale or disposition. Borrower Any proceeds of any disposition by Lender of any of the Collateral may be first applied by Lender to the payment of expenses, including reasonable attorneys' fees and legal expenses, incurred in connection with the repossession, care, safekeeping, sale or otherwise of any or all of the Collateral, or in any way relating to the rights of Lender hereunder. Any balance of such proceeds may be applied by Lender toward the payment of the Indebtedness in such order as Lender, in its sole discretion, shall determine. The Co-Borrowers shall be liable for, and shall pay to Secured Party Lender on demand demand, any deficiency which may remain after such sale, lease or other disposition, and all expenses, including, without limitation, reasonable attorneys fees and expenses, Lender agrees to remit to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofCo-Borrowers any surplus resulting therefrom.

RIGHTS AND REMEDIES ON DEFAULT. Upon In the event of the occurrence and continuation of any Event of DefaultDefault hereunder, and BBT shall at any time thereafter, Secured Party shall thereafter have the right, with or without notice to CTB, as to any or all of the Collateral, by any available judicial procedure, or without judicial process, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purposes of taking possession of or removing the Collateral, and generally, to exercise any and all rights and remedies of afforded to a secured party under the Code in addition to UCC adopted by the rights and remedies provided herein States of Missouri or in any Nevada or other instrument or agreement executed by Borrowerapplicable law. Without limiting the generality of the foregoing, Borrower expressly CTB agrees that BBT shall have the right to sell, lease, or otherwise dispose of all or any part of the Collateral, whether in any such event Secured Partyits then condition or after further preparation or processing, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of either at public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one lots or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of any credit risk. Secured Party warranties or representations, and upon such terms and conditions, all as BBT in its sole discretion may deem commercially reasonable, and it 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 the whole all or any part of the Collateral so soldat any such public sale; and, free if any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, BBT shall have the right to do such rebuilding, repairing, preparation, processing or completion of any right manufacturing, for the purpose of equity putting the Collateral in such saleable or disposable form as it shall deem reasonably appropriate and the costs and expenses of redemptionthe same shall be and become part of the Debt. At BBT's request, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to CTB shall assemble the Collateral and proceeds make it available to BBT at reasonable places which BBT shall select, whether at CTB's premises or elsewhere, and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to BBT without rent, all partiesof CTB's premises and facilities for the purpose of BBT's taking possession of, removing or putting the Collateral in saleable or disposable form. Secured Party shall apply the net The proceeds of any such collectionsale, recovery, receipt, appropriation, realization lease or sale after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safe-keeping or otherwise of any or all other disposition of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expensesshall be applied first, to the payment in whole or in part expenses of the Obligationsretaking, in such order as Secured Party may electholding, Borrower remaining liable storing, processing and preparing for any deficiency remaining unpaid after such applicationsale, selling, and only after so paying over such net proceeds the like, and after to the reasonable attorneys' fees and legal expenses incurred by BBT and then to the satisfaction of amounts due under the Notes, the Asset Purchase Agreement and this Security Agreement and to the payment by Secured Party of any other amount amounts required by any provision of applicable law, need Secured Party account and any surplus proceeds shall be paid or delivered by BBT to whomever is legally entitled to them. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which BBT is entitled hereunder, CTB will be liable for the surplusdeficiency, if anytogether with interest thereon, at the rate prescribed in the Notes and the reasonable fees of any attorneys employed by BBT to Borrowercollect such deficiency. To the extent permitted by applicable law, Borrower CTB waives all claims, damages and demands against Secured Party BBT arising out of the repossession, removal, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereof.

RIGHTS AND REMEDIES ON DEFAULT. Upon At Lender's option, upon the occurrence of any such Event of DefaultDefault under Section 14, and at any time thereafter, Secured Party at Lender's option, Lender's commitment to lend shall have terminate and/or all unmatured Indebtedness evidenced by the rights Note will immediately become due and remedies of a secured party under the Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoingpayable without presentation, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement protest, or notice of any kind (except as expressly provided for herein), all of which are expressly waived. Lender may exercise, from time to time, any rights and remedies available to it under this Agreement, any Note, the Uniform Commercial Code and other applicable law. Each Borrower agrees that upon the occurrence that during the continuance of an Event of Default, to the extent permitted by applicable law (i) any amounts payable under this Agreement or under any Note shall thereafter bear interest at a rate per annum equal to the Interest Rate plus three percent (3%), or the maximum rate per annum allowed by law, whichever is less, compounded monthly and payable on demand (both before and after judgment), until the Indebtedness is paid in full or the Event of Default is cured, (ii) it will, at Lenders request assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, and (iii) Lender, by itself or its agent may, without notice specified below to any person and without judicial process of time and place of public or private sale) to any kind, enter into any premises or upon Borrower any land owned, leased or otherwise under the real or apparent control of any Borrower, or any other person (agent of any Borrower, where the Collateral may be, or where Lender believes the Collateral may be, and disassemble, render unusable, and/or repossess all and each or any item of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, disconnecting and separating the Collateral from any other property. Each Borrower expressly waives all further rights to possession of the Collateral after the occurrence and during the continuance of an Event of Default and all claims for injuries suffered through, or any part thereofloss caused by, such entering and/or may forthwith repossession. Lender shall have the right to sell, lease, assign, give an option or options to purchase or sell lease or otherwise dispose of and deliver the Collateral (or contract to do so), whether in its then condition or any part thereofafter further preparation or processing, in one or more parcels either at public or private sale sale, in lots or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of any credit riskwarranties or representations, and upon such terms and conditions as Lender, in its sole discretion, may deem advisable. Secured Party Lender shall have the right upon to purchase at any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releasessale. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party Lender will give the applicable Borrower reasonable notice of the time and place of any public sale thereof of the collateral or of the time after which any private sale or other intended disposition thereof of the Collateral is to be made. The Unless otherwise provided by law, the requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, delivered to the address of Borrower, such Borrower set forth above at least ten (10) days before the time of the sale or disposition. Borrower Any proceeds of any disposition by Lender of any of the Collateral may be first applied by Lender to the payment of expenses, including reasonable attorneys' fees and legal expenses, incurred in connection with the repossession, care, safekeeping, sale or otherwise of any or all of the Collateral, or in any way relating to the rights of Lender hereunder. Any balance of such proceeds may be applied by Lender toward the payment of the Indebtedness in such order as Lender, in its sole discretion, shall determine. The Borrowers shall be liable for, and shall pay to Secured Party Lender on demand demand, any deficiency which may remain after such sale, lease or other disposition, and all expensesLender agrees to remit to Borrowers any surplus resulting therefrom. If, includingfor the purposes of obtaining judgment in respect of any claim under this Agreement or any other Loan Document in any court, without limitationit is necessary to convert a sum due hereunder or thereunder to the Lender in any currency (the "Original Currency") into another currency (the "Other Currency"), reasonable attorneys fees and expensesthe parties hereto agree, to the fullest extent permitted that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures Lender could purchase the Original Currency with the Other Currency on the Business Day preceding that on which final judgment is paid or satisfied. The obligations of Borrowers in respect of any sum due in the Original Currency to the Lender under applicable lawthis Agreement or any other Loan Document shall, incurred or paid notwithstanding any judgment in any other Currency, be discharged only to the extent that on the business day following receipt by Secured Party Lender of any sum adjudged to be so due in protecting or enforcing such Other Currency, Lender may in accordance with normal banking procedures purchase the Obligations Original Currency with such Other Currency. If the amount of the Original Currency so purchased is less than the sum originally due to the Lender in the Original Currency, Borrowers shall, as a separate obligation and other rights notwithstanding any such judgment, jointly and severally, indemnify Lender against such loss, and if the amount of Secured Party hereunder including its rights the Original Currency so purchased exceeds the sum originally due to take possession of Collateral and proceeds thereofLender in the Original Currency, Lender shall remit such excess to Borrowers.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any an Event of Default, the Borrower shall be deemed to have defaulted under this Agreement as well as the Note and at any time thereafterthe Holder may, Secured Party shall have the rights and remedies of a secured party under the Code in addition on written notice to the rights Borrower, accelerate all payments due under this Note and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time seize and place of public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver retain the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit riskShares. Secured Party shall have In the right upon any such public sale or sales and, to event the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part Holder takes possession of the Collateral so soldShares from the Escrowee, free the Holder's rights to seek repayment of any right the Loan Amount shall be limited to $60,000 or the difference between the Loan Amount and the Parties estimate of equity the fair market value of redemptionthe Firm as a non-operating entity, which equity of redemption estimate is hereby agreed upon as fair and reasonable. In seeking redress against the Loan Amount, the Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 pay to the careHolder, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunderon demand, each cost and expense (including, without limitation, reasonable attorneys attorneys' fees and expensesall costs of suit) incurred by the Holder in (a) collecting any of the outstanding principal of the Loan Amount, any interest owing pursuant to this Agreement and/or the Note and remaining unpaid, or any other amount owing by the Borrower to the payment in whole Holder pursuant to this Agreement and/or the Note and remaining unpaid or in part (b) preserving or exercising any right or remedy of the ObligationsHolder pursuant to this Agreement and/or the Note. Failure or delay by the Holder in exercising, in such order or a single or partial exercise of any power or right hereunder, shall not operate as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party a waiver thereof or of any other amount required by power or right or preclude any provision future exercise of law, need Secured Party account for the surplus, if any, to Borrowerthat or any other power or right. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice of the time and place A waiver of any public sale thereof power or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice right hereunder shall be met if such notice is mailedin writing, postage prepaid, shall be limited to the address specific instance, and shall not be deemed a waiver of Borrowersuch power or right in the future, at least ten (10) days before the time or a waiver of the sale any other power or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofright.

RIGHTS AND REMEDIES ON DEFAULT. Upon In the event of the occurrence of any Event Default (subject, however, to the rights of Defaultany holders of superior liens or security interests relating to the Collateral), and the Secured Party shall at any time thereafter, Secured Party shall thereafter have the right, with or without notice to the Debtor, as to any or all of the Collateral, by any available judicial procedure, or without judicial process, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and, generally, to exercise any and all rights and remedies of afforded to a secured party under the applicable Uniform Commercial Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrowerapplicable law. Without limiting the generality of the foregoing, Borrower expressly the Debtor agrees that in any such the event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except occurrence of a Default, the notice specified below of time and place of public or private sale) Secured Party shall have the right to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), all or any part thereofof the Collateral, whether in one its then condition or more parcels after further preparation or processing, either at public or private sale or sales, at any exchange broker's board board, in lots or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of warranties or representations, and upon such terms and conditions, all as the Secured Party in its sole discretion may deem advisable, and it shall have the right to purchase at any credit risk. such sale; and, if any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Secured Party shall have the right upon right, at its option, to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such saleable or disposable form as it shall deem appropriate. At the Secured Party's request (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral), the Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Debtor's premises or elsewhere, and make available to the Secured Party, without rent, all of the Debtor's premises and facilities for the purpose of the Secured Party's taking possession of, removing or putting the Collateral in saleable or disposable form. The proceeds of any such public sale sale, lease or sales andother disposition of the Collateral (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral) shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable attorneys' fees and legal expenses incurred by the Secured Party, and then to satisfaction of the Secured Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall account to the Debtor for any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon, to the extent permitted by applicable law, upon any such private sale or sales, to purchase at the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplusrate, if any, prescribed in the Notes, and the reasonable fees of any attorneys employed by the Secured Party to Borrowercollect such deficiency. To the extent permitted by applicable law, Borrower the Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral. Unless , except for such claims, damages and demands premised on the Collateral is perishable gross negligence or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice willful malfeasance of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofParty.

RIGHTS AND REMEDIES ON DEFAULT. Upon At Lender's option, upon the occurrence of any such Event of DefaultDefault under Section 14, and at any time thereafter, Secured Party at Lender's option, Lender's commitment to lend shall have terminate and/or all unmatured Indebtedness evidenced by the rights Note will immediately become due and remedies of a secured party under the Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoingpayable without presentation, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement protest, or notice of any kind kind, all of which are expressly waived. Lender may exercise, from time to time, any rights and remedies available to it under this Agreement, any Note, the Uniform Commercial Code and other applicable law. Each Borrower agrees that upon the occurrence and during the continuance of an Event of Default, to the extent permitted by applicable law (except i) any amounts payable under this Agreement or under any Note shall thereafter bear interest at a rate per annum equal to the Interest Rate plus three percent (3%), or the maximum rate per annum allowed by law, whichever is less, compounded monthly and payable on demand (both before and after judgment), until the Indebtedness is paid in full or the Event of Default is cured, (ii) it will, at Lender's request, assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, and (iii) Lender, by itself or its agent, may, without notice specified below to any person and without judicial process of time and place of public or private sale) to any kind, enter into any premises or upon Borrower any land owned, leased or otherwise under the real or apparent control of any Borrower, or any other person (agent of any Borrower, where the Collateral may be, or where Lender believes the Collateral may be, and disassemble, render unusable, and/or repossess all and each or any item of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, disconnecting and separating the Collateral from any other property. Each Borrower expressly waives all further rights to possession of the Collateral after the occurrence and during the continuance of an Event of Default and all claims for injuries suffered through, or any part thereofloss caused by, such entering and/or may forthwith repossession. Lender shall have the right to sell, lease, assign, give an option or options to purchase or sell lease or otherwise dispose of and deliver the Collateral (or contract to do so), whether in its then condition or any part thereofafter further preparation or processing, in one or more parcels either at public or private sale sale, in lots or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of any credit riskwarranties or representations, and upon such terms and conditions as Lender, in its sole discretion, may deem advisable. Secured Party Lender shall have the right upon to purchase at any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releasessale. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party Lender will give the applicable Borrower reasonable notice of the time and place of any public sale thereof of the Collateral or of the time after which any private sale or other intended disposition thereof of the Collateral is to be made. The Unless otherwise provided by law, the requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, delivered to the address of Borrower, such Borrower set forth above at least ten (10) days before the time of the sale or disposition. Borrower Any proceeds of any disposition by Lender of any of the Collateral may be first applied by Lender to the payment of expenses, including reasonable attorneys' fees and legal expenses, incurred in connection with the repossession, care, safekeeping, sale or otherwise of any or all of the Collateral, or in any way relating to the rights of Lender hereunder. Any balance of such proceeds may be applied by Lender toward the payment of the Indebtedness in such order as Lender, in its sole discretion, shall determine. The Borrowers shall be liable for, and shall pay to Secured Party Lender on demand demand, any deficiency which may remain after such sale, lease or other disposition, and all expenses, including, without limitation, reasonable attorneys fees and expenses, Lender agrees to remit to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofBorrowers any surplus resulting therefrom.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any an Event of Default, the Secured Party, in its sole discretion and at without further notice or demand, may (i) declare the Secured Obligation to be immediately due and payable; (ii) proceed immediately to exercise any time thereafterand all of a secured party's rights, powers and privileges with respect to the Collateral, including, without limitation, the right to sell or otherwise dispose of the Collateral or any part thereof in such manner as the Secured Party, in its sole discretion may choose, or (iii) exercise any other right or remedy not inconsistent with the foregoing which is available to the Secured Party under the UCC or otherwise available by agreement or under federal or state law. The Secured Party shall have act as the rights authorized agent and remedies attorney-in-fact of each Pledgor in disposing of the Collateral, and in that capacity it is authorized to take such action on behalf of the Pledgor as will further such a secured party under disposition, including, without limitation, any necessary endorsement or signature in its or the Code in addition Pledgor's name. Each Pledgor expressly acknowledges that compliance with federal and state securities and other laws may limit the disposition of the Collateral by the Secured Party. No disposition of the Collateral by the Secured Party upon a default shall be deemed to be a breach of duty to the rights and remedies provided herein Pledgor or to be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if the Secured Party in any other instrument good faith has determined that the alternative disposition may constitute a violation of state or agreement executed by Borrowerfederal laws. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem best, for cash or on credit or for future delivery without assumption of at any credit risk. Secured Party 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 the whole or any part of the Collateral so soldrestrict the prospective bidders or purchasers of the Collateral to persons who will represent and agree that they are purchasing the Collateral for their own account for investment, and not with a view to distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Agreement shall hold the property sold absolutely, free from any claim or right on the part of each Pledgor and each Pledgor hereby waives any right of equity of redemption, which equity of redemption Borrower hereby releasesstay or appraisal under present or future law. Secured Party may require Borrower to assemble the Collateral Each and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. Secured Party shall apply the net proceeds every purchaser 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to shall be vested with shareholder's rights provided by the rights of Secured Party hereunderstock purchased, including, without limitation, reasonable attorneys fees all voting and expenses, to dividend rights. Each Pledgor agrees that the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless purchase the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice of the time and place of any public sale part thereof or of the time after which at any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofsale.

RIGHTS AND REMEDIES ON DEFAULT. Upon (a) At Lender's option, upon the occurrence of any such Event of DefaultDefault under Section 14, and at any time thereafter, Secured Party at Lender's option, ---------- Lender's commitment to lend shall have the rights terminate and/or all unmatured Indebtedness evidenced by any Note will immediately become due and remedies of a secured party under the Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoingpayable without presentation, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement protest, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (as expressly provided for herein), all and each of which demands, advertisements and/or notices are hereby expressly waived). Lender may exercise, may forthwith collectfrom time to time, receiveany rights and remedies available to it under this Agreement, appropriate any Note, the Uniform Commercial Code and realize other applicable law. Borrower agrees that upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give occurrence and during the continuance of an option or options to purchase or sell or otherwise dispose Event of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party shall have the right upon any such public sale or sales andDefault, to the extent permitted by applicable law (i) any amounts payable under this Agreement or under any Note shall thereafter bear interest at a rate per annum equal to the Interest Rate plus three percent (3%) (in lieu of the 1-1/2% per month referenced in Section 3(f) hereof), or the maximum rate per annum allowed ------------- by law, upon any such private sale whichever is less, compounded monthly and payable on demand (both before and after judgment), until the Indebtedness is paid in full or salesthe Event of Default is cured, to purchase the whole or any part of the Collateral so sold(ii) it will, free of any right of equity of redemptionat Lender's request, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral and proceeds and make them it available to Secured Party Lender at a place places which Lender shall reasonably select, and (iii) Lender, by itself or its agent, may, without notice to be designated by Secured Party which is reasonably convenient to all parties. Secured Party shall apply the net proceeds any person and without judicial process of any such collectionkind, recoveryenter into any premises or upon any land owned, receipt, appropriation, realization or sale after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safe-keeping leased or otherwise under the real or apparent control of Borrower, or any agent of Borrower, where the Collateral may be, or where Lender believes the Collateral may be, and disassemble, render unusable, and/or repossess all or any item of the Collateral, disconnecting and separating the Collateral from any other property. Borrower expressly waives all further rights to possession of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party occurrence and during the continuance of any other amount required by any provision an Event of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any Default and all expensesclaims for injuries suffered through, includingor loss caused by, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofsuch entering and/or repossession.

RIGHTS AND REMEDIES ON DEFAULT. Upon In the event of the occurrence of any Event of DefaultDefault as defined in the Amended Note, and subject to the rights of the Holder of Senior Indebtedness, Agent shall at any time thereafter, Secured Party shall thereafter have the right, with notice to the Debtors, as to any or all of the Collateral, by any available judicial procedure, or without judicial process, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and, generally, to exercise any and all rights and remedies of afforded to a secured party under the Uniform Commercial Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrowerapplicable law. Without limiting the generality of the foregoing, Borrower expressly subject to the rights of the Holder of Senior Indebtedness, the Debtors agrees that in any such event Secured PartyAgent shall have the right to sell, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sellborrow against, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), all or any part thereofof the Collateral, upon ten (10) days prior written notice, whether in one its then condition or more parcels after further preparation or processing, either at public or private sale or sales, at any exchange broker's board board, in lots or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of any credit risk. Secured Party warranties or representations, and upon such terms and conditions, all as Agent in his sole discretion may deem advisable, and he shall have the right upon to purchase at any such public sale or sales andsale. At Agent's request, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to Debtors shall assemble the Collateral and proceeds and make them it available to Secured Party Agent at a place places which he shall select, whether at the Debtors' premises or elsewhere. Subject to be designated by Secured Party which is reasonably convenient to all parties. Secured Party shall apply the net rights of the Holder of Senior Indebtedness, the proceeds of any such collectionsale, recovery, receipt, appropriation, realization lease or sale after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safe-keeping or otherwise of any or all other disposition of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expensesshall be applied first, to the payment in whole or in part expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like and to the reasonable attorneys' fees, collection fees and legal expenses incurred by Agent and then to satisfaction of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after to the payment by Secured Party of any other amount amounts required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claimsafter which Agent shall account to the Debtors for any surplus proceeds. If, damages and demands against Secured Party arising out of upon the repossessionsale, retention lease or sale other disposition of the Collateral. Unless , the Collateral is perishable or threatens proceeds thereof are insufficient to decline speedily in value or is of a type customarily sold on a recognized marketpay all amounts to which Participating Stockholders are legally entitled, Secured Party the Debtors will give Borrower be jointly and severally liable for the deficiency, and the reasonable notice of the time and place fees of any public sale thereof attorneys or of the time after which any private sale or other intended disposition thereof is agents employed by Participating Stockholders to be made. The requirement of reasonable notice shall be met if collect such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofdeficiency.

RIGHTS AND REMEDIES ON DEFAULT. Upon In the event of the occurrence of any Event Default (subject, however, to the rights of Defaultany holders of superior liens or security interests relating to the Collateral), and the Secured Party shall at any time thereafter, Secured Party shall thereafter have the right, with or without notice to the Debtor, as to any or all of the Collateral, by any available judicial procedure, or without judicial process, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and, generally, to exercise any and all rights and remedies of afforded to a secured party under the applicable Uniform Commercial Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrowerapplicable law. Without limiting the generality of the foregoing, Borrower expressly the Debtor agrees that in any such the event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except occurrence of a Default, the notice specified below of time and place of public or private sale) Secured Party shall have the right to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), all or any part thereofof the Collateral, whether in one its then condition or more parcels after further preparation or processing, either at public or private sale or sales, at any exchange broker's board board, in lots or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem bestin bulk, for cash or on credit for credit, with or for future delivery without assumption of warranties or representations, and upon such terms and conditions, all as the Secured Party in its sole discretion may deem advisable, and it shall have the right to purchase at any credit risk. such sale; and, if any Collateral shall require rebuilding, repairing, maintenance, preparation, or is in process or other unfinished state, the Secured Party shall have the right upon right, at its option, to do such rebuilding, repairing, preparation, processing or completion of manufacturing, for the purpose of putting the Collateral in such saleable or disposable form as it shall deem appropriate. At the Secured Party's request (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral), the Debtor shall assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Debtor's premises or elsewhere, and make available to the Secured Party, without rent, all of the Debtor's premises and facilities for the purpose of the Secured Party's taking possession of, removing or putting the Collateral in saleable or disposable form. The proceeds of any such public sale sale, lease or sales andother disposition of the Collateral shall (subject, however, to the rights of any holders of superior liens or security interests relating to the Collateral) be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the reasonable attorneys' fees and legal expenses incurred by the Secured Party, and then to satisfaction of the Secured Obligations, and to the payment of any other amounts required by applicable law, after which the Secured Party shall account to the Debtor for any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the Debtor will be liable for the deficiency, together with interest thereon, to the extent permitted by applicable law, upon any such private sale or sales, to purchase at the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplusrate, if any, prescribed in the Notes, and the reasonable fees of any attorneys employed by the Secured Party to Borrowercollect such deficiency. To the extent permitted by applicable law, Borrower the Debtor waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral. Unless , except for such claims, damages and demands premised on the Collateral is perishable gross negligence or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice willful malfeasance of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofParty.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default, and at any time thereafter, Secured Party shall have the rights and remedies of a secured party under the Code in addition to the rights and remedies provided herein or in any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party 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 the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands against Secured Party arising out of the repossession, retention or sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Borrower reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its his rights to take possession of Collateral and proceeds thereof.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any If an Event of DefaultDefault occurs under this Agreement, and at any time thereafter, Secured Party Lender shall have all the rights and remedies of a secured party under the Code in California Uniform Commercial Code. In addition to the rights and remedies provided herein or in without limitation, Lender may exercise any other instrument or agreement executed by Borrower. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase or sell or otherwise dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange broker's board or at any of Secured Party's offices or elsewhere at such prices as Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party 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 the whole or any part of the Collateral so sold, free of any right of equity of redemption, which equity of redemption Borrower hereby releases. Secured Party may require Borrower to assemble the Collateral following rights and proceeds and make them available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties. 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 the care, safe-keeping or otherwise of any or all of the Collateral or in any way relating to the rights of Secured Party hereunder, including, without limitation, reasonable attorneys fees and expenses, to the payment in whole or in part of the Obligations, in such order as Secured Party may elect, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Secured Party of any other amount required by any provision of law, need Secured Party account for the surplus, if any, to Borrowerremedies: Appoint Receiver. To the extent permitted by applicable law, Borrower waives Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right; (b) the receiver may be an employee of Lender and may serve without bond; and (c) all claims, damages and demands against Secured Party arising out fees of the repossession, retention receiver and his or sale her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral, including but not limited to interest. Unless Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. If the Collateral is perishable or threatens applied to decline speedily in value or is of a type customarily sold on a recognized marketthe Indebtedness, Secured Party will give Borrower reasonable notice the amount applied shall be the principal balance of the time Deposit Account and place all accrued interest not previously paid to Grantor, less any penalties for early withdrawal or similar changes. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, xxxeclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any public sale thereof or of the time after which any private sale or other intended disposition thereof is to be made. The requirement of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of Borrower, at least ten (10) days before the time of the sale or disposition. Borrower shall pay to Secured Party on demand any and all expenses, including, without limitation, reasonable attorneys fees and expenses, to the extent permitted under applicable law, incurred or paid by Secured Party in protecting or enforcing the Obligations and other rights of Secured Party hereunder including its rights to take possession of Collateral and proceeds thereofCollateral.