Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. (a) The Grantor agrees, after the occurrence of an Event of Default, at the Secured Party’s request, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party at the Grantor’s premises and, permit the Secured Party, by the Secured Party’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the Books and Records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the Books and Records relating thereto, or both, to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy. Until the Secured Party is able to effect such a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party shall have no obligation to the Grantor to maintain or preserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations, and only after so paying over such net proceeds, and after the payment by the Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to the Grantor. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ fees and other expenses properly incurred by the Secured Party to collect such deficiency.

Rights Upon Default. (a) The Grantor agrees, after the occurrence of If an Event of DefaultDefault shall occur and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all and each of which demands, presentment, protest, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the 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 said Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived or released. The Pledgor further agrees, at the Secured Party’s 's request, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party at the Grantor’s premises and, permit the Secured Party, by the Secured Party’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the Books and Records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the Books and Records relating thereto, or both, to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancy. Until the Secured Party is able to effect such a sale, lease, or other disposition of Collateral, places which the Secured Party shall have reasonably select, whether at the right to hold Pledgor's premises or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party shall have no obligation to the Grantor to maintain or preserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointmentelsewhere. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may elect, and only after so paying over such net proceeds, application and payment in full of the Obligations and after the payment by the Secured Party of any other amount required by any provision of law, law need the Secured Party account for the surplus, if any, to the GrantorPledgor. The Grantor shall remain liable for To the extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral. If any deficiency if the proceeds notice of any a proposed sale or disposition of the Collateral are insufficient to pay all Obligationsshall be required by law, including such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any properly incurred attorneys’ fees manner provided in this Agreement at least ten days before such sale or disposition. (b) If an Event of Default shall occur and other expenses properly incurred by be continuing, the Secured Party may (but need not), upon notice to collect such deficiencythe Pledgor, exercise all voting and other rights of the Pledgor as a holder of the Collateral and the Secured Party shall receive all permitted dividends and distributions, if any, made for the account of the Pledgor as a holder of the Collateral. (c) Regardless of the adequacy of any Collateral, during the continuance of any Event of Default, any sums due from Secured Party or TWUK under any employment, consulting, severance, non-competition or similar agreement, including without limitation that certain employment agreement between TWUS and Employee dated September 24, 2001, as the same may be amended, replaced, supplemented or augmented from time to time, (all of the aforementioned, "Compensation Agreements") may be, on an after-tax basis applied to or set off against any obligations of Employee to Secured Party under this Agreement, the Promissory Note or the Indemnification Agreement. The parties hereto acknowledge and agree that to the extent there exist or are determined to exist inconsistencies between the terms and provisions of any Compensation Agreement and this Agreement, the terms and provisions of this Agreement shall control.

Rights Upon Default. (a) The In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continued, each Grantor further agrees, after the occurrence of an Event of Default, at the Secured Party’s Agent's request, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party Agent at the a place or places designated by Agent which are reasonably convenient to Agent and such Grantor’s , whether at such Grantor's premises and, permit the Secured Party, by the Secured Party’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the Books and Records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the Books and Records relating thereto, or both, to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancyelsewhere. Until the Secured Party Agent is able to effect such a sale, lease, or other disposition of Collateral, the Secured Party Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party Agent. Agent shall have no obligation to the any Grantor to maintain or preserve the rights of the such Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured PartyAgent. The Secured Party Agent may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of Agent's remedies (for the Secured Party’s remediesbenefit of Agent and Lenders), with respect to the extent legally permissible, such appointment without prior notice or hearing as to such appointment. The Secured Party Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the ObligationsObligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to the any Grantor. The To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ ' fees and other expenses properly incurred by the Secured Party Agent or any Lender to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent's exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 7(c). (d) Neither the Agent nor the Lenders shall be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither the Agent nor the Lenders shall be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise.

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

Rights Upon Default. In addition to all other rights and remedies granted to it under this Security Agreement, the Guaranty, the Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if a Default, which is not reasonably capable of being cured, or any Event of Default shall have occurred and is continuing, Agent may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, to the extent permitted by law, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (aexcept the notice specified below of time and place of public or private sale) The to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby waives and releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and is continuing, each Grantor further agrees, after the occurrence of an Event of Default, at the Secured PartyAgent’s request, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party Agent at the a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises and, permit the Secured Party, by the Secured Party’s representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the Books and Records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the Books and Records relating thereto, or both, to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancyelsewhere. Until the Secured Party Agent is able to effect such a sale, lease, or other disposition of Collateral, the Secured Party Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party Agent. Agent shall have no obligation to the any Grantor to maintain or preserve the rights of the such Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured PartyAgent. The Secured Party Agent may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured PartyAgent’s remedies, with respect to the extent legally permissible, such appointment without prior notice or hearing as to such appointment. The Secured Party Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the ObligationsObligations as provided in the Loan Agreement, and only after so paying over such net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law, need the Secured Party Agent account for the surplus, if any, to the any Grantor. The To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ fees and other expenses properly incurred by the Secured Party Agent to collect such deficiency. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 6(c) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6(c). Without limitation upon the foregoing, nothing contained in this Section 6(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 6(c). Agent shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefore or any direct or indirect guarantee thereof. Agent shall not be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. If Agent shall determine to exercise its right to sell all or any of the Pledged Interests of any Grantor pursuant to this Section 6, each Grantor agrees that, upon request of Agent, such Grantor will, at its own expense, (i) provide Agent with such information and projections as may be necessary or, in the opinion of Agent, advisable to enable Agent to effect the sale of such Pledged Interests, and (ii) do or cause to be done all such other acts and things as may be necessary to make such sale of such Pledged Interests or any part thereof valid and binding and in compliance with applicable law. Agent is authorized, in connection with any sale of the Pledged Interests pursuant to this Section 6, to deliver or otherwise disclose to any prospective purchaser of the Pledged Interests any information and projections provided to it pursuant to Section 6(e) and any other information in its possession relating to such Pledged Interests. [OMITTED].

Rights Upon Default. In addition to all other rights and remedies granted to it under this Agreement, the Indenture and under any other instrument or agreement securing, evidencing or relating to any of the Second Priority Lien Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may, subject to the terms of the Intercreditor Agreement, exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any kind (aexcept the notice specified below of time and place of public or private sale) The to or upon any Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith (personally or through its agents) enter upon the premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may take possession of, collect, receive, assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Trustee and Noteholders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Collateral Agent shall have the right to conduct such sales on each Grantor’s premises or elsewhere and shall have the right to use each Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, each Grantor further agrees, after the occurrence of an Event of Default, at the Secured PartyCollateral Agent’s request, subject to the terms of the Intercreditor Agreement, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party Collateral Agent at the a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such Grantor, whether at such Grantor’s premises andor elsewhere. Without limiting the foregoing, permit Collateral Agent shall, subject to the Secured Party, by the Secured Party’s representatives and agents, to enter, occupy and use any premises where all or any part terms of the CollateralIntercreditor Agreement, or also have the Books right to require that each Grantor store and Records relating thereto, or both, are located, to take possession of all or keep any part of the Collateral or the Books and Records relating thereto, or both, to remove all or any part of the pending further action by Collateral or the Books and Records relating thereto, or bothAgent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to conduct sales of protect the Collateral, without any obligation same and to pay the Grantor for such use preserve and occupancymaintain Collateral in good condition. Until the Secured Party Collateral Agent is able to effect such a sale, lease, license or other disposition of Collateral, the Secured Party Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party Collateral Agent. Collateral Agent shall not have no any obligation to the any Grantor to maintain or preserve the rights of the any Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured PartyCollateral Agent. The Secured Party Collateral Agent may, if it so electssubject to the terms of the Intercreditor Agreement, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the Secured Party’s remediesbenefit of Trustee and Noteholders), with respect to the extent legally permissible, such appointment without prior notice or hearing as to such appointment. The Secured Party shall apply To the net proceeds maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent, Trustee and Noteholders arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent, Trustee or Noteholders as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such collectionmatters. Notwithstanding any such notice of sale, recoveryCollateral Agent shall not be obligated to make any sale of Collateral. In connection with any sale, receiptlease, appropriationlicense or other disposition of Collateral, realization or sale Collateral Agent may disclaim any warranties that might arise in connection therewith and Collateral Agent shall have no obligation to the Obligations, and only after so paying over provide any warranties at such net proceeds, and after the payment by the Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to the Grantortime. The Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Second Priority Lien Obligations, including any properly incurred attorneys’ fees and or other expenses properly incurred by the Secured Party Collateral Agent to collect such deficiency.

Rights Upon Default. (a) The Grantor agrees, after the occurrence of an Event of Default, at the Secured Party’s request, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to Upon any Default the Secured Party at shall have all rights and obligations specified in Part 5 of the Grantor’s premises andPersonal Property Security Act, permit S.A. 1988, c. P-4.05 and any amendments thereto from time to time, including any act substituted therefore, ("PPSA"); without limiting the generality of the foregoing, Secured Party, Party may: a) Secured Party may by the Secured Party’s representatives instrument in writing or application to any Court of competent jurisdiction appoint a Receiver or Receiver and agents, to enter, occupy and use any premises where Manager of all or any part of the CollateralCollateral and may from time to time remove or replace any such Receiver. The Secured Party may from time to time fix the Receiver's remuneration and Debtor will pay Secured Party the amount of such remuneration. Secured Party will not be liable to Debtor or any other person, firm or corporation in connection with appointing or not appointing a Receiver or in connection with the Books and Records relating thereto, Receiver's actions or both, are located, to omissions; b) Secured Party or any Receiver appointed hereunder may take possession of all or any part of the Collateral or and retain it for as long as they consider appropriate, receive any rents and profits from the Books and Records relating theretoCollateral, or both, to remove carry on all or any part of the Collateral Debtorʼs business or refrain from doing so, borrow on the Books and Records relating thereto, or both, and to conduct sales security of the Collateral, without any obligation to pay repair the Grantor Collateral, process the Collateral, prepare the Collateral for sale, lease or other disposition, and sell or lease or otherwise dispose of the Collateral on such use terms and occupancy. Until conditions as the Secured Party is able to effect such a saleconsiders appropriate, lease, in its own name or other disposition in the name of Collateral, the Debtor; c) All Proceeds of Collateral received by Secured Party shall have the right to hold or use Collateral, or any part thereof, Receiver may be applied to discharge or satisfy any expenses (including the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party shall have no obligation to the Grantor to maintain or preserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations, and only after so paying over such net proceeds, and after the payment by the Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to the Grantor. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ fees Receiverʼs remuneration and other expenses properly incurred by of enforcing the Secured Partyʼs right under this Agreement), charges, borrowings, taxes and other outgoings affecting the Collateral or which are considered advisable by Secured Party or the Receiver to collect preserve, repair, process, maintain or enhance the Collateral or prepare it for disposition; the balance of such deficiencyproceeds will be applied to the Liabilities and thereafter be accounted for as required by law.

Rights Upon Default. (a) The Grantor agreesIn addition to all other rights and remedies granted to it under this Agreement and any of the other Loan Documents, after and under any other instrument or agreement securing, evidencing or relating to any of the occurrence of an Obligations, if any Event of DefaultDefault shall have occurred and be continuing, at the Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Secured Party (i) may give notice of sole control or any other instruction permitted under each account control agreement entered into pursuant to Section 4(b) and take any action permitted by the terms thereof with respect to the Collateral, and (ii) without demand, notice of performance or advertisement or notice of any kind to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Party’s request's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales (provided, notice thereof shall be provided to Grantor, pursuant to Section 9 hereof, if required thereunder), at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party at the Grantor’s premises andextent permitted by law, permit the Secured Party, by the Secured Party’s representatives and agentsupon any such private sale or sales, to enter, occupy and use any premises where all purchase the whole or any part of the Collateralsaid Collateral so sold, free of any right or the Books equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and Records relating thereto, or both, are located, continued from time to take possession of all or any part of the Collateral or the Books time (and Records relating thereto, or both, notice thereof shall be provided to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancyGrantor). Until the Secured Party is able to effect such a sale, lease, or other disposition of Collateral, the The Secured Party shall have the right to hold conduct such sales on Grantor's premises or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party elsewhere and shall have no obligation the right to the Grantor to maintain use Grantor's premises without charge for such time or preserve the rights of the Grantor times as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations, and only after so paying over such net proceeds, and after the payment by the Secured Party of deems necessary or advisable. Grantor acknowledges that any private sale may result in prices and other amount required by any provision of law, need the Secured Party account for the surplus, if any, terms less favorable to the Grantor. The Grantor seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall remain liable for any deficiency if the proceeds not be deemed to have been made in a commercially unreasonable manner solely by virtue of any such sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ fees and other expenses properly incurred by the Secured Party to collect such deficiencybeing private.

Rights Upon Default. Upon the occurrence of any default under this ------------------- Security Agreement and the expiration of any applicable cure period, or whenever the Secured Creditor feels insecure for any reason whatsoever, the Secured Creditor shall have and may exercise any or all of the following rights: (a) The Grantor agreesTo declare the Liabilities, or any of them (notwithstanding any provision thereof), immediately due and payable without demand or notice of any kind and the same thereupon shall immediately become due and payable without demand or notice, and from and after the occurrence date of an Event of Default, default the amount due on the Liabilities shall from and thereafter bear interest at the Secured Party’s request, maximum rate of interest permitted from time to time under Florida law. (b) To exercise from time to time any and all rights and remedies of a secured party under the UCC and any and all rights and remedies available to it under any other applicable law. (c) To request the Debtor to assemble at its expense the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Creditor at a convenient place acceptable to the Secured Creditor and, upon the making of said request, the Debtor shall promptly comply with said request. (d) To give notice to and make demand upon all Account Debtors to make payments directly to the Secured Party on all Accounts. (e) To seize and take possession of the Collateral and dispose of same under the UCC and, in such case, if any notice is required under applicable law the giving of five (5) days written notice to the Debtor at its address set forth herein shall constitute reasonable notice to the Debtor provided, however, the Secured Creditor shall not by virtue of this Security Agreement be obligated to give any such notice to the Debtor. If the Debtor wishes to change its address at which said notice is to be given, the burden shall be upon the Debtor to so notify the Secured Party in writing and unless or until said notice is given, all notices sent to the Debtor at the Grantor’s premises andaddress set forth herein shall be effective and valid notice to the Debtor. In the event of default, permit the Debtor expressly authorizes the Secured Party, Creditor to enter upon all property owned by the Secured Party’s representatives Debtor for the purpose of taking into custody and agents, to enter, occupy seizing any and use all of the Collateral. In the event of repossession of any premises where or all or any part of the Collateral, the Debtor authorizes the Secured Creditor to take into his possession any personal property found in or on the Books Collateral and Records relating theretoto hold the same until claimed by the Debtor and in the event such personal property is not claimed within a reasonable time (not greater than ten (10) days) by the Debtor, the Secured Creditor is authorized to dispose of same in the same manner as the Collateral is disposed of and to apply the proceeds resulting therefrom to the Liabilities. (f) To immediately offset against the Liabilities all other monies due or to become due the Debtor from the Secured Creditor, whether said monies are due or are to become due under this Security Agreement, or both, are located, to take possession any other relationship whatsoever between the Debtor and the Secured Creditor. All proceeds resulting from the disposition of all or any part of the Collateral or the Books exercise by the Secured Creditor of any of its rights under this Security Agreement shall be applied without any marshalling of assets first to the expenses of retaking and Records relating thereto, or both, to remove all or any part of preparing the Collateral or for sale including expenses of sale, next to other costs and attorneys' fees incurred by the Books and Records relating theretoSecured Creditor in exercising its rights under this Security Agreement, or bothnext to the payment of interest and/or principal due on the Liabilities, as the Secured Creditor may determine, and finally to conduct sales any other moneys due the Secured Creditor from the Debtor. Should any deficiency result after disposition of the Collateral, without any obligation to pay the Grantor for such use and occupancy. Until the Secured Party is able to effect such a sale, lease, or other disposition of Collateral, the Secured Party shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party shall have no obligation to the Grantor to maintain or preserve the rights of the Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations, and only after so paying over such net proceeds, and after the payment by the Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to the Grantor. The Grantor Debtor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ fees and other expenses properly incurred by the Secured Party to collect such deficiency.

Rights Upon Default. (a) The Grantor agreesIn addition to all other rights and remedies granted to it under this Agreement and any of the other Loan Documents, after and under any other instrument or agreement securing, evidencing or relating to any of the occurrence of an Obligations, if any Event of DefaultDefault shall have occurred and be continuing, at the Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Secured Party (i) may give notice of sole control or any other instruction permitted under each account control agreement entered into pursuant to Section 4(b) and take any action permitted by the terms thereof with respect to the Collateral, and (ii) without demand, notice of performance or advertisement or notice of any kind to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Party’s requestclaim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales (provided, notice thereof shall be provided to Grantor, pursuant to Section 9 hereof, if required thereunder), at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales and, to assemble the Collateral and all books and records relating thereto (the “Books and Records”) and make it available to the Secured Party at the Grantor’s premises andextent permitted by law, permit the Secured Party, by the Secured Party’s representatives and agentsupon any such private sale or sales, to enter, occupy and use any premises where all purchase the whole or any part of the Collateralsaid Collateral so sold, free of any right or the Books equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and Records relating thereto, or both, are located, continued from time to take possession of all or any part of the Collateral or the Books time (and Records relating thereto, or both, notice thereof shall be provided to remove all or any part of the Collateral or the Books and Records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Grantor for such use and occupancyGrantor). Until the Secured Party is able to effect such a sale, lease, or other disposition of Collateral, the The Secured Party shall have the right to hold conduct such sales on Grantor’s premises or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. (b) The Secured Party elsewhere and shall have no obligation the right to the Grantor to maintain use Grantor’s premises without charge for such time or preserve the rights of the Grantor times as against third parties with respect to Collateral while Collateral is in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper (each, a “Receiver”) to take possession of Collateral and to enforce any of the Secured Party’s remedies, to the extent legally permissible, without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations, and only after so paying over such net proceeds, and after the payment by the Secured Party of deems necessary or advisable. Grantor acknowledges that any private sale may result in prices and other amount required by any provision of law, need the Secured Party account for the surplus, if any, terms less favorable to the Grantor. The Grantor seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall remain liable for any deficiency if the proceeds not be deemed to have been made in a commercially unreasonable manner solely by virtue of any such sale or disposition of the Collateral are insufficient to pay all Obligations, including any properly incurred attorneys’ fees and other expenses properly incurred by the Secured Party to collect such deficiencybeing private.