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NAI- 1502659666v3 201703609 (i) Grantee may (1) upon written notice, require Grantor to assemble any or all of the Personal Property and make it available to Grantee at a place designated by Grantee; (2) without prior notice, enter upon the Property or other place where any of the Personal Property may be located and take possession of, collect, sell, lease, license or otherwise dispose of any or all of the Personal Property, and store the same at locations acceptable to Grantee at Grantor's expense; (3) sell, assign and deliver at any place or in any lawful manner all or any part of the Personal Property and, to the extent and under such circumstances as are permitted by applicable law, bid and become the purchaser at any such sales; and (ii) Grantee may, for the account of Grantor and at Grantor's expense: (1) operate, use, consume, sell, lease, license or otherwise dispose of the Personal Property as Grantee deems appropriate for the purpose of performing any or all of the Secured Indebtedness; (2) enter into any agreement, compromise, or settlement, including insurance claims, which Grantee may reasonably deem desirable or proper with respect to any of the Personal Property; and (iii) endorse and deliver evidences of title for, and receive, enforce and collect by legal action or otherwise, all indebtedness and obligations now or hereafter owing to Grantor in connection with or on account of any or all of the Personal Property; and (iii) Any proceeds of any disposition of any Personal Property may be applied by Grantee to the payment of expenses incurred by Grantee in connection with the foregoing, including reasonable attorneys' fees, and the balance of such proceeds may be applied by Grantee toward the payment of the Secured Indebtedness in such order of application as Grantee may from time to time elect. Notwithstanding any other provision hereof, Grantee shall not be deemed to have accepted any property other than cash in satisfaction of any obligation of Grantor to Grantee unless Grantor shall make an express written election of said remedy under the UCC or other applicable law. Grantor agrees that Grantee shall have no obligation to process or prepare any Personal Property for sale or other disposition. Grantor acknowledges and agrees that a disposition of the Personal Property in accordance with Grantee's rights and remedies as heretofore provided is a disposition thereof in a commercially reasonable manner and that ten (10) days prior notice of such disposition is commercially reasonable notice. Grantor agrees: (a) to execute and deliver such documents as Grantee reasonably deems necessary to create, perfect and continue the security interests contemplated hereby; (b) not to change its name, and as applicable, its chief executive office, its principal residence or the jurisdiction in which it is organized and /or registered without giving Grantee prior written notice thereof; (c) to cooperate with Grantee in perfecting all security interests granted herein and in obtaining such agreements from third parties as Grantee deems reasonably necessary, proper or convenient in connection with the preservation, perfection or enforcement of any of its rights hereunder; and (d) that Grantee is authorized to file financing statements in the name of Grantor to perfect Grantee's security interest in the Personal Property. -12-