Common use of Default Clause in Contracts

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In the event that any (a) Each of the Account Partiesfollowing shall constitute an “Event of Default” hereunder: (Ai) Fails failure by the Borrower to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (Cii) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing commencement of any voluntary bankruptcy or involuntary petition in bankruptcy insolvency proceedings by or against the Borrower; (iii) material falsity in any one certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Account PartiesBorrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (Eiv) Applies for any attachment or levy against the appointment Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of a receiver an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, Lender’s rights with respect to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Collateral shall have all of the remedies be those of a secured party under the Uniform Commercial Code UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the State in which securities industry, and (b) if the principal office purchaser is the Lender or any affiliate of the Issuer Lender, the sale price received by the Lender or any such affiliate in connection with such sale is located reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and Issuer expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is hereby authorized brought or not and empowered at its optionwhether incurred in connection with collection, at any time trial, arbitration, appeal or times thereafterotherwise and, to sell and assign the whole extent of the PropertyBorrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof then constituting security pursuant before or as a condition to the pursuit of any of the terms hereof, at any public or private sale, at such time its other rights and place and upon such terms as Issuer may deem proper and remedies with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) respect to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstSecured Obligations.

Default. In the event that The occurrence of any of the Account Parties: following events, if not cured within the applicable time permitted for cure below, shall constitute a default under the Lease Agreement: (Aa) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails Failure of Lessee to make any payment or perform of the required payments to Lessor required hereunder when due; or (b) Failure of Lessee to comply with any other obligations under this Agreementterms, covenants, or conditions required of Lessee herein; or (Cc) Makes Making by Lessee of any general assignment for the benefit of creditors, (D) Permits or consents to the ; filing of any voluntary or involuntary petition in bankruptcy by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement under any one of the Account Parties, (E) Applies for the law relating to bankruptcy; appointment of a trustee or receiver to take possession of substantially all of Lessee’s assets or of Lessee’s interest in this Lease Agreement; Lessee’s convening of a meeting of its creditors or any class thereof for the purpose of the assets effecting a moratorium upon or composition of any its debts; or Lessee’s insolvency or admission of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its an inability to pay its debts as they mature; or (d) Vacation or abandonment by Lessee of the leased Equipment; or (e) The levy of any lien, writ of attachment, garnishment, execution or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time restraint on all or any time thereafter declareportion of Lessee’s rights or interest under this Lease Agreement. If a receiver is appointed to take possession of any of the assets of the Lessee, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedLessor may, at its option, terminate Lessee’s right to apply (or hold available in escrow) possession of the proceeds of any Property or other collateral assetsleased Equipment by giving written notice to Lessee. The leased Equipment, and any other sums due from Issuer rights of Lessee therein, shall thereupon be surrendered to Lessor and Lessor may take possession thereof immediately. Lessee authorizes Lessor to enter upon any one premises of Lessee upon ten (10) days written notice served by first class mail on Lessee for the purpose of taking possession of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreementleased Equipment. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to If Lessee defaults on any of the terms hereofof this Lease Agreement other than by the appointment of a receiver as set forth above, at Lessor shall notify Lessee in writing of the default and Lessee shall have 15 days to cure such default. If Lessee fails to cure the default within 15 days following written notice served via first class mail by Lessor, Lessor shall have a right to immediately repossess the leased Equipment without any public further notice to Lessee. Repossession of the leased Equipment by Lessor or private salethe voluntary surrender of the leased Equipment by Lessee shall not affect the right of Lessor to recover from Lessee any and all damages which Lessor incurs by reason of the breach of any of the covenants, terms, or conditions of this Lease Agreement. In the event Lessee defaults on the terms of this Lease Agreement, Lessee shall continue to be responsible to Lessor for all payments required hereunder for the entire duration of the lease term. Lessor shall use its best efforts to recondition the leased Equipment to render it suitable for subsequent rent, lease or sale and to rent, lease or sell the leased Equipment in a timely manner. Lessor may rent, lease or sell the leased Equipment after repossession from Lessee at such time and place and upon such rate or amounts as Lessor deems appropriate in its sole discretion. If the leased Equipment is rented, leased or sold following repossession from Lessee, the proceeds therefrom shall be applied to the remaining balance owned by Lessee under the terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, of this Lease Agreement after deducting adding all legal and other additional costs and expenses incurred by Lessor to repossess, repair and recondition the leased Equipment to render it suitable for subsequent rent, lease or sale. If Lessor repossesses the leased Equipment following default by Lessee, Lessor shall have the right to take and retain possession of any saleall personal property of Lessee contained in or on the leased Equipment. Lessor shall have the further right to sell Lessee’s personal property obtained during repossession of the leased Equipment, without further notice to Lessee, to apply the net satisfy any unpaid debt or damages owed to Lessor as a result of Lessee’s breach of this Lease Agreement. All proceeds from a sale of such sale(s) Lessee’s personal property shall be applied to the payment amount owed by Lessee to Lessor hereunder less any and all costs incurred by Lessor to advertise, auction and/or sell Lessee’s personal property. This paragraph is not intended or designed to limit or alter, in any way, the legal rights or remedies of Lessor in the event of a breach by Lessee. All rights of Lessor set forth in this paragraph are cumulative of existing law and Lessor shall retain the right to pursue any and all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned legal remedies against Lessee to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It which Lessor is agreed that, with entitled under California or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstfederal law.

Default. In Whenever a Default shall be existing, the event that Administrative Agent may exercise from time to time any and all rights and remedies available to it under applicable law, in addition to those described in this section below. (a) Each Grantor agrees, in case of Default, (i) at the Administrative Agent’s request, to assemble, at its expense, all its Inventory and other Goods (other than Fixtures) at a convenient place or places acceptable to the Administrative Agent, and (ii) at the Administrative Agent’s request, to execute all such documents and do all such other things which may be necessary or desirable in order to enable the Administrative Agent or its nominee to be registered as owner of the Account PartiesIntellectual Property with any competent registration authority. (b) Notice of the intended disposition of the Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or E-mail, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon the electronic submission through telephonic or Internet services, as applicable. Each Grantor hereby agrees and acknowledges that (i) with respect to collateral that is: (A) Fails perishable or threatens to perform any obligation required under this Agreement decline speedily in value, or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of disposition need be given; and (ii) with respect to make Collateral not described in clause (i) above, notification sent after the occurrence of and during the continuance of a Default and ten days before any payment proposed disposition provides notice within a reasonable time before disposition. (c) Each Grantor hereby agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Computer Hardware and Software, or perform any other obligations under this AgreementIntellectual Property may be by lease or license of, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents in addition to the filing sale of, such Collateral. Each Grantor further agrees and acknowledges that a disposition: (i) made in the usual manner on any recognized market, or (ii) a disposition at the price current in any recognized market at the time of disposition, or (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition; shall be deemed commercially reasonable. (d) Any cash proceeds of any voluntary or involuntary petition in bankruptcy disposition by or against any one of the Account Parties, (E) Applies for the appointment of a receiver Administrative Agent of any of the assets Collateral shall be applied by the Administrative Agent to payment of any of expenses in connection with the Account PartiesCollateral, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations including reasonable attorneys’ fees and liabilities hereunder to be immediately due and payablelegal expenses, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, thereafter to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all Liabilities in the order of application set forth in Section 8.03 of the remedies Credit Agreement, and thereafter any surplus will be paid promptly to the Grantor. The Administrative Agent need not apply or pay over for application noncash proceeds of collection and enforcement unless: (i) the failure to do so would be commercially unreasonable and (ii) the affected Grantor has provided the Administrative Agent with a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, written demand to apply the net or pay over such noncash proceeds of on such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstbasis.

Default. In the event that any of the Account Parties: (Aa) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver The occurrence of any of the assets Events of any Default as defined in the Note shall constitute an "Event of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising Default" under this Agreement. In If any such event Issuer shall have all Event of Default has occurred and is continuing, and subject to the standstill provisions of the Note, the Holder may exercise, without further notice, all rights and remedies of under this Agreement and the Note or that are available to a secured party creditor under the Uniform Commercial Code as in effect on the date hereof in the State of Florida (the "UCC") or that are otherwise available at law or in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionequity, at any time or times thereaftertime, to in any order and in any combination. In addition, the Holder may sell and assign the whole of the Property, Collateral or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Holder may deem satisfactory. The Holder shall give the Company not less than twenty (20) days' prior written notice of the time and place of any sale or other intended disposition of the Collateral, except any Collateral, which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The Company agrees that any such notice constitutes "reasonable notification" within the meaning of the UCC (to the extent applicable). The Holder may be the buyer of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such documents and take such other action, as the Holder deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Holder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of any kind, including any equity or right of redemption of the Company. To the extent permitted by law, the Company hereby specifically waives all rights of redemption, stay or appraisal, which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day on which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Holder may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Holder may determine. The Holder shall not be obligated to make any such sale pursuant to any such notice. The Holder may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Holder until the selling price is paid by the purchaser thereof, but the Holder shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Holder, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Company shall remain liable for any deficiency. (b) For the purpose of enforcing any and all rights and remedies under this Agreement, the Holder may (i) require the Company to, and the Company agrees that it will, at its expense and upon such terms the request of the Holder, forthwith assemble all or any part of the Collateral as Issuer directed by the Holder and make it available at a place designated by the Holder which is, in the Holder's opinion, reasonably convenient to the Holder and the Company, whether at the premises of the Company or otherwise, (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premises where any of the Collateral is or may deem proper and with the right in Issuer to be the purchaser at such sale located and, after deducting all legal without charge or liability to the Holder, seize and other costs remove such Collateral from such premises, (iii) have access to and expenses use the Company's books and records, computers and software relating to the Collateral, and (iv) prior to the disposition of the Collateral, store or transfer such Collateral without charge in or by means of any salestorage or transportation facility owned or leased by the Company, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and to apply the net extent the Holder deems appropriate. (c) Any proceeds of such sale(s) any disposition of any of the Collateral shall be applied by the Holder to the payment of all expenses in connection with the sale of the Bank Liabilities. The residueCollateral, if anyincluding reasonable attorneys' fees and other legal expenses and disbursements and the reasonable expense of retaking, holding, preparing for sale, selling, and the like, and any balance of such proceeds may be applied by the Holder toward the payment of the proceeds Obligations in such order of sale application as the Holder may elect, and any other Property constituting security remaining after satisfaction of the Bank Liabilities Company shall be liable for any deficiency. (d) In the event of a foreclosure on the Collateral and exercise by the Holder of its rights and remedies under this Agreement and the Note, (i) the shares of Series B Preferred Stock (as that term is defined in the Asset Purchase Agreement) issued as partial consideration to the Holder thereunder shall be, without any further action of any party, be immediately cancelled and returned to the respective Account Parties unless otherwise disposed status of in accordance with written instructions from authorized but unissued shares of the customer’s bankCompany's capital stock. It is agreed thatIn such event, with or without notification the Holder shall not be entitled to any consideration in exchange for the Series B Preferred Stock so cancelled, and (ii) the Holder shall cause the lessors under the Real Property Leases (as that term is defined in the Asset Purchase Agreement) to enter into modification agreements removing the Holder or any of its subsidiaries from any obligations thereunder; it being the intent of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt parties that the Holder shall have no financial obligation to any the lessors in the event of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any foreclosure of the Bank Liabilities and/or any offset thereagainstCollateral effective with the date of the Event of Default. An appropriate legend shall be attached to the certificates for the Series B Preferred Stock.

Default. In 3.1 The Borrower shall be deemed to have committed an act of default if the event that Borrower does not comply with his/her obligations as mentioned in this Agreement and also on the happening of any one or more of the following events, (each an ‘Event of Default’ and collectively ‘Events of Default’): (a) The Borrower fails to pay any Monthly Instalments or the Outstanding Dues under this Agreement on or before the Due Date or commits breach of any of the Account Parties: terms, covenants or conditions contained in this Agreement; (Ab) Fails it is found that the Borrower commits a default of any of the terms and conditions in respect of any other loan or facility provided by the Lender and/or any Affiliates of the Lender; (c) there exists any circumstances which in the opinion of the Lender prejudicially affects or may affect the Lender’s interest or the Borrower’s ability to perform repay the Loan; (d) demise of the Borrower or if the Borrower compounds with his/her creditors or permits any obligation required attachment or sequestrations or other processes against any of his/her assets or properties; (e) The death, failure in business, insolvency or bankruptcy of the Borrower or any Guarantor and resulting in cases where any reference is made/referred against the Borrower, under the Insolvency and Bankruptcy Code 2016 as amended from time to time and any proceedings thereunder; (f) if any proceedings are pending or threatened against the Borrower by any government agency or authority for any misconduct or breach/violation of any law or regulations or code of conduct, etc.; and (g) There exists any other circumstance, which in the opinion of the Lender is prejudicial to the interest of the Lender. 3.2 The Borrower hereby agrees that the occurrence of any Event of Default as mentioned above shall also be treated as an event of default under any other loan being availed by the Borrower from the Lender, and the Lender is hereby authorised by the Borrower to retain and to continue to hold and/or set off, realise and/or sell any assets of the Borrower, if held by the Lender as a security and/or otherwise and adjust the proceeds thereof towards repayment of the Loan including any Interest on the Loan and other charges due and payable by the Borrower to the Lender. 3.3 Upon the occurrence of the Event of Default and at any time thereafter, if any such event shall be continuing, the Lender may (a) accelerate the repayment of the Loan including the Outstanding Dues (b) place the Loan on demand or declare all the Outstanding Dues payable by the Borrower in respect of the Loan to be due and payable immediately; (c) recover the charges for dishonour of the Repayment Modes, Penal Interest and any other penal charges from the Borrower as mentioned in Schedule II; (d) revise the applicable Interest Rate (e) terminate this Agreement; (f) exercise such other rights and remedies as may be available to the Lender under law during the pendency of the Loan including without limitation under Section 138 of the Negotiable Instruments Act, 1881 and under Section 25 (1) of Payment of Settlement System Act, 2007; and/or (g) stipulate such other condition(s) or take such other action(s) as the Lender deems fit. 3.4 Upon the occurrence and continuation of Default, the Lender and/or any of the Lender’s Group companies are authorised at any time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all monies lying or deposited or held by the Lender and/or any the Lender’s Group companies. The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other applicable Indian law, or any terms and conditions to the contrary contained in this Agreement, the Lender and/or any of the Lender’s Group companies may, at their absolute discretion, appropriate any payments made by the Borrower under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for amounts realised by the benefit Lender by enforcement of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration Security or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) towards the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of dues payable by the Account Parties, Borrower to the payment of any and all obligations or liabilities of the Account Parties arising Lender under this Agreement. In Agreement and/or other agreements entered into between the Borrower and the Lender and in any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstmanner whatsoever.

Default. In 6.1 Upon the event that occurrence of any of the Account Parties: following (Aherein referred to as an "Event of Default"): (i) Fails any Event of Default (as defined in any of the documents evidencing the Obligations), or (ii) any default under any of such documents that do not have a defined set of "Events of Default," (iii) any representation or warranty made by Pledgor to perform any obligation required under Pledgee in this Agreement is false or any other agreement or document relating to or evidencing a security interest erroneous in any Property granted material respect, or (iv) the failure of Pledgor to Issuer, (B) Fails to make any payment observe or perform any covenant or other obligations agreement with Pledgee under this Agreement, (C) Makes Pledgee may exercise any assignment for one or more of the benefit of creditorsrights and remedies granted pursuant to this Agreement or given to a Pledgee under applicable law, (D) Permits or consents as it may be amended from time to time, including but not limited to the filing of any voluntary right to take possession and sell, lease or involuntary petition in bankruptcy by or against any one otherwise dispose of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedCollateral and, at its option, operate, use or exercise any rights of ownership pertaining to apply (the Collateral as the Pledgee deems necessary to preserve the value and receive the benefits of the Collateral and notifying all persons subject to a control agreement who may otherwise have possession or hold available in escrow) the proceeds control of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment Collateral and taking possession of any such Collateral. Upon the occurrence of an Event of Default, Pledgee may, so far as Pledgor can give authority therefor, enter upon any premises on which the Collateral or any part thereof may be situated and all obligations take possession of and remove the same therefrom and gives permission to Pledgee to conduct a sale of any or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies Collateral, which sale may be conducted on any real property owned by Pledgor without charge or interference by Pledgor. Pledgee may require Pledgor to make the Collateral available to Pledgee at a place to be designated by Pledgee that is reasonably convenient to both parties. Pledgor waives all claims for damages by reason of any seizure, repossession, retention, use, or sale of the Collateral under the terms of this Agreement. 6.2 The net proceeds arising from the disposition of the Collateral after deducting expenses incurred by Pledgee will be applied to the Obligations in the order determined by Pledgee. If any excess remains after the discharge of all of the Obligations, the same will be paid to Pledgor. If after exhausting all of the Collateral, there should be a secured deficiency, Pledgor will be liable therefor to Pledgee, provided, however, that nothing contained herein will obligate Pledgee to proceed against the Collateral prior to making a claim against Pledgor or any other party obligated under the Obligations or prior to proceeding against any other collateral for the Obligations. 6.3 Whenever notice is required by law to be sent by Pledgee to Pledgor of any sale or other disposition of the Collateral, ten days written notice sent in accordance with the requirements of the applicable section of the Uniform Commercial Code in effect in to Pledgor at the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Propertyaddress specified below, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such other address as Pledgor may furnish Pledgee in writing from time and place and upon such terms as Issuer may deem proper and with the right in Issuer to time for this purpose, will be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstreasonable.

Default. (a) In the event that any Dow Corning fails to pay in full when due an Actual Expenditures Notice (hereinafter a "Payment Default"), interest shall accrue on the unpaid portion of the Account Parties: Actual Expenditures Notice at the prime rate of interest announced by or published by the Wall Street Journal on the date when such Payment Default occurs plus 1½% per annum, which shall be adjusted monthly to the rate then in effect (Athe "Default Rate") Fails compounded annually until payment is made. In the event a Payment Default occurs and the Claims Administrator or the Claimants’ Advisory Committee believes the Default Rate is inadequate, the Claims Administrator and/or the Claimants’ Advisory Committee may seek the imposition of a higher rate from the Court after notice to perform any obligation required all Parties and the opportunity for hearing. Interest paid pursuant to this subsection (a) shall not be included in calculating the payment of the net present value of $2,350,000,000 under this Agreement or applied as an amount paid to the Settlement Facility toward any other agreement Annual Payment Ceiling. (b) In the event of two or document relating to or evidencing more Payment Defaults and/or a security interest breach of any covenant in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents Claims Administrator and the Claimants’ Advisory Committee shall have the right to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of pursue any and all obligations or liabilities remedies from the Court after notice to all other Parties and the opportunity for hearing. The Court may impose such remedies as it determines to be necessary and appropriate (i) to fully protect the rights of the Account Parties arising Settlement Facility to be paid the full amount due under this AgreementAgreement promptly when those amounts become due; (ii) to remedy a breach of the obligations to fund this Agreement and to deter or protect against any future defaults; and (iii) to preserve and maintain the rights of the Settlement Facility vis a vis other creditors of Dow Corning. In Dow Corning shall be entitled to oppose the imposition of remedies. (c) The Claims Administrator, with the agreement of the Claimants’ Advisory Committee, may waive any default hereunder. Upon any such event Issuer waiver, such default shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, cease to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstexist.

Default. In For purposes of this Note, the event that term “default” shall include any of the Account Parties: following: (Aa) Fails The failure by Debtor to perform pay any obligation required amounts due under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, of the Notes on the stated due date; (Bb) Fails to Debtor shall (i) make any payment or perform any other obligations under this Agreement, (C) Makes any an assignment for the benefit of creditors, (D) Permits creditors or consents petition or apply to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies tribunal for the appointment of a custodian, receiver or trustee for it or a substantial part of its assets, (ii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any of the assets of any of the Account Partiesjurisdiction, whether now or hereafter in effect, (Fiii) Becomes insolventhave had any such petition or application filed or any such proceeding commenced against it that is not dismissed within 30 days, (iv) indicate, by any act or ceasesintentional and purposeful omission, becomes unable its consent to, approval of or admits acquiescence in writing any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial part of its inability to pay its debts as they matureassets, or (Gv) Fails suffer any such custodianship, receivership or trusteeship to pay when duecontinue undischarged for a period of 30 days or more; or (c) Debtor shall adopt a plan of liquidation or dissolution, upon acceleration or otherwisethe charter thereof shall expire or be revoked. Upon each such default, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedLender may, at its option, to apply accelerate repayment of this Note, in which case the principal amount outstanding under this Note, all interest accrued thereon and all other amounts owing hereunder shall be due and payable immediately; provided, that if there shall occur an Event of Default described in subparagraph (or hold available in escrow) b), the proceeds entire unpaid balance of any Property or other collateral assets, principal with interest accrued thereon and any all other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities Note shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or immediately due and payable without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property action by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstLender.

Default. In The occurrence of any one or more of the event that following events shall constitute an “Event of Default” as such term is used herein: a. A default in the payment of any amount due under this Note on the due date therefor; b. Failure of Debtor to comply with or to perform when due any other term, obligation, covenant or condition contained in this Note or in any of the Account Parties: other agreements, instruments and documents entered into in connection with the Debt Obligation (A) Fails together with this Note, as the same may from time to perform any obligation required under this Agreement time hereafter be amended or supplemented, the “Debt Obligation Documents”); c. Any representation, warranty or statement made by Debtor or any other agreement obligor, guarantor, surety or document third-party pledgor with respect to the Debt Obligation (each, an “Other Obligor”) in the Debt Obligation Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to or evidencing a security interest the Debt Obligation proves untrue in any Property granted to Issuermaterial respect; d. A default by any Other Obligor under any of the Debt Obligation Documents; e. Debtor shall become insolvent or shall generally not pay its debts as they mature or shall apply for, (B) Fails to make any payment shall consent to, or perform any other obligations under this Agreementshall acquiesce in the appointment of a custodian, (C) Makes any trustee or receiver of Debtor, or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for Debtor or for a substantial part of the property thereof and shall not be discharged within 60 days; or Debtor makes an assignment for the benefit of creditors; f. Any bankruptcy, (D) Permits reorganization, debt arrangement or consents to the filing of other proceedings under any voluntary bankruptcy or involuntary petition in bankruptcy insolvency law shall be instituted by or against Debtor, and, if instituted against Debtor, shall have been consented to or acquiesced in by Debtor, or shall remain undismissed for 60 days, or an order for relief shall have been entered against Debtor, or Debtor shall take any one action to approve institution of, or acquiescence in, such a proceeding; g. Any of the Account Partiesevents set forth in the foregoing subsections e. or f. shall occur with respect to any Other Obligor. Upon the occurrence of an Event of Default, (E) Applies for at the appointment option of a receiver Creditor, the entire balance of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declareprincipal together with all accrued interest thereon shall, without demand or notice which are hereby expressly waivednotice, all obligations and liabilities hereunder to be immediately become due and payablepayable and so long as such Event of Default continues, and Issuer is authorizedthe entire balance of principal together with all accrued interest shall bear interest at a Default Rate of 10% per annum. Upon the occurrence of an Event of Default, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of Creditor may exercise any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall rights and remedies it may have all of the remedies of a secured party under the Uniform Commercial Code Debt Obligation Documents, and under applicable law and in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstequity.

Default. In the event that addition to, and not by way of limitation of, any of Lender's other rights hereunder, the Account Parties: (A) Fails entire unpaid balance of all of Borrower's indebtedness to perform any obligation required Lender, whether under this Agreement Agreement, the Note or under any other instrument, document or agreement or document relating with Lender, may be declared to or evidencing a security interest in be immediately due and payable at Lender's sole election upon the happening of any Property granted to Issuer, one of the following specified events of default (Beach an "Event of Default"): (a) Fails Borrower's failure to make any payment when due hereunder or under the Note, or to pay or perform any other obligations obligation to Lender, now existing or hereafter arising; (b) Borrower's failure to pay any indebtedness to any others when due, except where Borrower is reasonably and in good faith asserting a legal defense in respect of its failure to pay any such indebtedness when due; (c) if any representation, warranty, statement or certificate made to Lender by Borrower proves to have been or becomes untrue; (d) any change in the ownership of capital stock in the Borrower which results in a change of control of the Borrower; (e) with respect to the Borrower or any of its subsidiaries, the commencement, whether voluntary or involuntary, of a case under this Agreementthe United States Bankruptcy Code or any other proceeding or action seeking reorganization, liquidation, dissolution or other relief under federal bankruptcy or insolvency statutes or similar laws, or seeking the appointment of a receiver, trustee or custodian for the Borrower or all or a part of Borrower's assets; (Cf) Makes if Borrower or any of its subsidiaries makes an assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes is unable or admits in writing its inability to pay its debts as they mature, or ; or (Gg) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant occurs with respect to any guarantor or endorser of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer Borrower's obligations to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstLender.

Default. The occurrence of any one of the following events shall constitute an Event of Default: (a) The non-payment, when due, of any principal or interest pursuant to this Note; (b) The material breach of any representation or warranty in this Note or in the Subscription Agreement. In the event that the Noteholder becomes aware of a breach of this Section 5(b), the Noteholder shall notify the Company in writing of such breach and the Company shall have ten days notice to effect a cure of such breach; (c) The material breach of any covenant or undertaking in this Note or in the Subscription Agreement, not otherwise provided for in this Section 5. In the event the Noteholder becomes aware of a breach of this Section 5(c), the Noteholder shall notify the Company in writing of such breach and the Company shall have ten days notice to effect a cure of such breach; (d) A default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any indebtedness of the Account Parties: Company or an event of default or similar event shall occur with respect to such indebtedness, if the effect of such default or event (Asubject to any required notice and any applicable grace period) Fails would be to perform accelerate the maturity of any obligation required such indebtedness or to permit the holder or holders of such indebtedness to cause such indebtedness to become due and payable prior to its express maturity; (e) The commencement by the Company of any voluntary proceeding under this Agreement any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, receivership, dissolution, or liquidation law or statute or any other agreement jurisdiction, whether now or document relating to hereafter in effect; or evidencing the adjudication of the Company as insolvent or bankrupt by a security interest in decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any Property granted to Issuer, (B) Fails to make any payment receiver or perform any other obligations under this Agreement, (C) Makes any trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors, (D) Permits ; or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one written admission of the Account Parties, (E) Applies for the appointment Company of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature; or (f) The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute or any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or (G) Fails said proceeding shall remain undismissed for 30 days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 30 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company. Upon the occurrence of any Event of Default, the Noteholder may, by written notice to pay when duethe Company, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time declare all or any time thereafter declareportion of the unpaid principal amount due to Noteholder, without demand or notice which are hereby expressly waivedtogether with all accrued interest thereon, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In A default on any Supplement or the event that Indebtedness is a default on this Master Loan Agreement. A default on this Master Loan Agreement or any Supplement shall, at Lender’s option, also be a default on all Supplements and all the Indebtedness. Borrower is in default on this Master Loan Agreement, including any Supplement, under any one or more of the Account Parties: following circumstances (Aindividually and collectively called an “Event of Default”): (a) Fails Borrower or any guarantor fails to perform pay when due any obligation required Indebtedness or amount(s) owed under this Agreement or any other agreement Loan Document; (b) Borrower or document relating any guarantor is declared to be in default on this Agreement, any other Loan Document, or evidencing a security interest on any other loan or obligation of Borrower to Lender or in which Lender has an interest; (c) Borrower breaches any term, condition or representation in this Agreement or in any Property granted to Issuer, (B) Fails to make any payment other Loan Document for this or perform any other obligations loan by this or any other lender, including but not limited to any other Farm Credit lender; (d) Borrower's representation(s) to this or any other lender in connection with any loan are materially false or misleading; (e) Lender determines that Borrower is unable to repay as agreed the sums owed Lender under this Agreement, or Lender in good faith otherwise deems itself insecure; (Cf) Makes Lender's reasonable determination that a material adverse change has occurred in the financial condition of Borrower or in the value of the Collateral; (g) Borrower's death, dissolution, incapacity or termination of existence; (h) Borrower's insolvency, business failure, application for or consent to appointment of a receiver/custodian or trustee for itself or any of its assets, or an assignment to an agent authorized to liquidate any substantial amount of assets, or an assignment for the benefit of creditorscreditors by, (D) Permits or consents to the filing commencement of any voluntary proceeding under any bankruptcy or involuntary petition in bankruptcy insolvency law by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the PropertyBorrower, or any part thereof then constituting security pursuant to guarantor, endorser, or surety for Borrower; (i) Any judgment, writ, levy, lien, attachment, notice of tax lien, tax lien, or similar process is entered or filed against Borrower, any guarantor or any of Borrower's or any of guarantor's properties and is not vacated, bonded, or stayed to the terms hereofsatisfaction of Lender; (j) An Event of Default occurs under any guaranty given to Lender in connection with this Agreement, at any public Supplement or private the Indebtedness; or any guarantor shall purport to terminate, repudiate or contest any such guaranty; or any guarantor who is a natural person shall die; or any guarantor that is not a natural person shall be dissolved or terminated; or (k) Borrower sells, leases, conveys, alienates, or transfers, or enters into any agreement for the sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale andlease, after deducting all legal and other costs and expenses conveyance, alienation, transfer or nonuse of any salewater or water rights, to apply the net proceeds or “Water Asset”, as such may be defined in any deed of such sale(s) trust, mortgage, security agreement or other agreement relating to the payment pledge of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with water or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstwater rights.

Default. In the event that If any of the Account Parties: following events shall occur (Aeach such event being referred to herein as an “Event of Default”): (a) Fails to perform the non-payment of any obligation required under principal or interest on this Agreement Note or any other agreement Obligation on the date when due; (b) the death, dissolution, liquidation or document relating to insolvency of any Obligor; (c) the filing by or evidencing against any Obligor of a security interest in any Property granted to Issuerproceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any the making of a general assignment for the benefit of creditorscreditors of, (D) Permits or consents to the filing of any voluntary proceeding seeking any other relief afforded debtors or involuntary petition in bankruptcy affecting rights of creditors generally under the laws of any jurisdiction by or against any one Obligor; (e) the default by any Obligor in the payment or performance of the Account Parties(i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (Eii) Applies for the appointment of a receiver any obligation under any other note or under any other agreement of any Obligor with or in favor of the Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of the Account Parties, (F) Becomes insolventany Obligor, or ceasesany material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, becomes unable or admits in writing its inability to pay its debts as they maturewarranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (Gi) Fails any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to pay when due, upon acceleration or otherwise, any other obligation to Issuercreditor; (j) any merger, Issuer may at such time consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any time thereafter declareportion of this Note by any Obligor or any attempt by any Obligor to do so; then, without demand or notice which are hereby expressly waivedat the option of Bank, the full amount of this Note and all other obligations and liabilities hereunder liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable, and Issuer is authorized, at its option, to apply (payable without notice or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstdemand.

Default. In the event that any of the Account Parties: If (Ai) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails Purchaser fails to make any payment due hereunder or perform to comply with any other obligations under this Agreementprovision hereof, (Cii) Makes Purchaser becomes the subject of any voluntary or involuntary bankruptcy proceedings, (iii) Purchaser has a receiver or trustee appointed for it or its property, or (iv) Purchaser makes an assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable its creditors or admits in writing its inability that it is unable to pay its debts as they mature, or (G) Fails to pay when become due, an “Event of Default” shall be deemed to have occurred. Upon the occurrence of an Event of Default, Toco shall have the right to take such actions as are available to Toco at law or in equity. Toco shall be entitled to reimbursement for reasonable attorneys; fees and costs in enforcing Toco's rights hereunder. RELEASE: Purchaser hereby releases and discharges Toco from any liability for damages with respect to any action taken following an Event of Default by Purchaser and shall indemnify and hold Toco harmless from any liabilities, claims, damages or causes of action in connection with any such action by Toco. ACCEPTANCE, RATIFICATION, ACCURACY: This Agreement shall be effective upon acceleration the mailing to Purchaser by Toco of its acceptance of this Agreement. Purchaser agrees that Toco shall have the authority to revise this Agreement to insert any provision omitted (including but not limited to the due date of the first installment) upon written notice to Purchaser. In addition, if the total payments due hereunder are increased due to underwriting considerations, Toco shall have the right, upon receipt of Purchaser’s written authorization, to revise dollar amounts on the face of this Agreement. Any change by Purchaser (by way of deletion, modification, supplementation or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties), to the payment preprinted portion of any and all obligations or liabilities of this Agreement shall render the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionAgreement voidable, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstToco's option.

Default. In Upon the event that occurrence or during the continuance of any one or more of the Account Parties: (A) Fails to perform any obligation required under events listed below, Holder or the holder of this Agreement Note may forthwith or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declareduring the continuance of any such event, without demand or by notice which are hereby expressly waivedin writing to the Maker, all obligations and liabilities hereunder declare the unpaid balance of the principal of this Note to be immediately due and payable, and Issuer is authorizedthe principal shall become and shall be immediately due and payable without presentation, at its optiondemand, to apply (or hold available in escrow) the proceeds protest, notice of any Property protest, or other collateral assetsnotice of dishonor, all of which are hereby expressly waived by Maker, with full knowledge of the effect of such waiver. The events deemed as defaults shall include without limitation the following: (a) Maker's failure to pay the principal and interest of this Note or any portion thereof when the same shall become due and payable (whether at maturity as herein expressed, by acceleration, or otherwise) unless cured within five (5) days after Holder or the holder of this Note delivers to Maker written notice of default; (b) Maker's filing a voluntary petition in bankruptcy; or filing a voluntary petition seeking reorganization; or filing an answer admitting the jurisdiction of the court and any other sums due from Issuer to any one material allegations of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof; or making an assignment for the benefit of its creditors; or applying for or consenting to the appointment of any receiver or trustee for Maker or all or any substantial portion of its property; or assigning an agent to liquidate any substantial part of Maker's assets; (c) The entry of (i) any court order pursuant to any act of Congress (or amendment thereof) relating to Maker's bankruptcy or reorganization; or (ii) any court order approving an involuntary petition for the bankruptcy or reorganization of the terms hereofMaker; or (iii) any court order appointing any receiver or trustee of or for Maker or for all or any substantial portion of the Maker's property; or (iv) any writ or warrant of attachment or any similar process issued by any court against all or any substantial portion of the Maker's property (unless such court orders, at any public writs, or private sale, at such time and place and upon such terms warrants as Issuer may deem proper and with the right identified in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(ssubpoints (i) to the payment (iv) of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining this paragraph are vacated or stayed or released or bonded within 60 days after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainsttheir entry).

Default. In If an Event of Default shall occur, at the event that any election of the Account Parties: Bank (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest but automatically in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit case of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waivedan Insolvency Default), all obligations and liabilities hereunder to be Obligations shall become immediately due and payablepayable without notice or demand, except with respect to Obligations payable on demand, which shall be due and Issuer payable on demand, whether or not an Event of Default has occurred. The Bank is hereby authorized, at its optionelection, after an Event of Default or after demand, without any further demand or notice except to such extent as notice may be required by applicable law, to apply sell or otherwise dispose of all or any of the Collateral at public or private sale and/or enforce and collect the Collateral (including, without limitation, the liquidation of deposit accounts, debt instruments or hold available in escrow) securities and the proceeds exercise of conversion rights with respect to convertible securities, whether or not such instruments or securities have matured and whether or not any Property penalties or other collateral assets, charges are imposed on account of such action); and any other sums due from Issuer to any one of the Account Parties, to the payment of Bank may also exercise any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the other rights and remedies of a secured party under the Uniform Commercial Code in effect in or which are otherwise accorded to it by applicable law, all as the State in which Bank may determine. If notice of a sale or other action by the principal office Bank is required by applicable law, the Pledgor agrees that ten (10) days’ written notice to the Pledgor, or the shortest period of written notice permitted by law, whichever is smaller, shall be sufficient notice; and that to the Issuer is located extent permitted by law, the Bank, its officers, attorneys and Issuer is hereby authorized agents may bid and empowered at its option, become purchasers at any time or times thereaftersuch sale, to sell if public, and assign the whole of the Property, or may purchase at any part thereof then constituting security pursuant to private sale any of the terms hereofCollateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which the Pledgor hereby waives and releases. No purchaser at any sale (public or private sale, at such time and place and upon such terms as Issuer may deem proper and with private) shall be responsible for the right in Issuer to be application of the purchaser at such sale and, after deducting all legal and other costs and expenses purchase money. Any balance of any sale, to apply the net proceeds of such sale(s) sale remaining after paying all Obligations of the Pledgor to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from Pledgor or to such other party as may be legally entitled thereto; and if there is a deficiency, the customer’s bank. It is agreed thatPledgor shall be responsible for the same, with interest. The Pledgor acknowledges that any exercise by the Bank of the Bank’s rights upon default may be subject to compliance by the Bank with any statute, regulation, ordinance, directive or order of any Federal, state, municipal or other governmental authority, and may impose, without notification to limitation, any of the Account Partiesforegoing restricting the sale of securities. The Bank, Issuer in its sole discretion at any such sale, may exchangerestrict the prospective bidders or purchasers as to their number, releasenature of business and investment intentions, surrenderand may impose, realize uponwithout limitation, release on trust receipt a requirement that the persons making such purchases represent and agree, to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any the satisfaction of the Bank, that they are purchasing the Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. The proceeds of any collection or of any sale or disposition of the Collateral held pursuant to this Agreement shall be applied towards the Obligations in such order and manner as the Bank Liabilities and/or determines in its sole discretion, any offset thereagainststatute, custom or usage to the contrary notwithstanding.

Default. In Notwithstanding any other provision of this Agreement, the event that occurrence of any of the Account Parties: following events or conditions will also constitute a default (Athe “Default”) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, by the Borrower: (Ba) Fails to make any payment the Borrower does not observe or perform any other of the Borrower’s obligations under this AgreementAgreement and shall fail to cure such default within 30 calendar days after receipt of notice thereof in writing by the Borrower from a Lender; (b) any representation, warranty, covenant or statement made by or on behalf of the Borrower to a Lender is untrue in any material respect at the time when or as of which it was made; (Cc) Makes the Borrower ceases or threatens to cease to carry on in the normal course the Borrower’s business or any material part thereof; (d) a proceeding shall have been instituted in a court having jurisdiction seeking a decree or order for relief in respect of the Borrower in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower for any substantial part of the Borrower’s property, or for the winding-up or liquidation of the Borrower’s affairs; (e) the Borrower shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of any order for relief in an involuntary case under any such law or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower or for any substantial part of the Borrower’s property, or shall make a general assignment for the benefit of creditors, (D) Permits or consents shall fail generally to pay the filing of Borrower’s debts as they become due, or shall take any voluntary or involuntary petition action in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver furtherance of any of the assets of any of the Account Parties, foregoing; or (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrowf) the proceeds of Borrower defaults under any Property material contract to which it is a party or under any loan or other collateral assets, and any other sums due from Issuer financing contract or agreement to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of which it is a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstparty.

Default. In (a) Whenever a Default exists, the event that Administrative Agent may exercise from time to time any rights and remedies available to it under the UCC, under any other applicable law and in the subsections set forth below in this Section 7. (b) Each Debtor agrees, in case of Default, (i) to assemble, at its expense, all its Inventory and other Goods (other than Fixtures) at a convenient place or places acceptable to the Administrative Agent, and (ii) at the Administrative Agent’s request, to execute all such documents and do all such other things which may be necessary in order to enable the Administrative Agent or its nominee to be registered as owner of the Account PartiesIntellectual Property with any competent registration authority. (c) Each Debtor hereby agrees and acknowledges that (i) with respect to Collateral that is: (A) Fails perishable or threatens to perform any obligation required under this Agreement decline speedily in value or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails is of a type customarily sold on a recognized market (including Investment Property), no notice of disposition need be given; and (ii) with respect to make Collateral not described in clause (i) above, notification sent after default and ten days before any payment proposed disposition provides notice with a reasonable time before disposition. (d) Each Debtor hereby agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Computer Hardware and Software or perform Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Debtor further agrees and acknowledges that a disposition (i) made in the usual manner on any other obligations under this Agreementrecognized market, (Cii) Makes at the price current in any assignment for recognized market at the benefit time of creditors, disposition or (Diii) Permits or consents in conformity with reasonable commercial practices among dealers in the type of property subject to the filing disposition shall, in each case, be deemed commercially reasonable. (e) Any cash proceeds of any voluntary or involuntary petition in bankruptcy disposition by or against any one of the Account Parties, (E) Applies for the appointment of a receiver Administrative Agent of any of the assets Collateral shall be applied by the Administrative Agent to payment of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations Costs and liabilities hereunder to be immediately due and payableExpenses, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, thereafter to the payment of any and all obligations or liabilities of the Account Parties arising under this AgreementLiabilities in such order of application as the Administrative Agent may from time to time elect, and thereafter any surplus will be paid to the applicable Debtor or as a court of competent jurisdiction shall direct. In any such event Issuer shall have all The Administrative Agent need not apply or pay over for application noncash proceeds of collection and enforcement unless (i) the remedies of failure to do so would be commercially unreasonable and (ii) the applicable Debtor has provided the Administrative Agent with a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, written demand to apply the net or pay over such noncash proceeds of on such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstbasis.

Default. In Customer shall be deemed to be in default should Customer in any way fail to pay any amount when due hereunder, or to perform, observe or keep any provision of this Rental Contract, or should the event Customer become “insolvent” (as defined herein), or should Monolithic anticipate the Customer may become insolvent or that Customer may otherwise become in default. If Customer is in default, Monolithic may do any one or more of the Account Parties: following; (Aa) Fails terminate the Rental Period; (b) declare the entire amounts due hereunder immediately due and payable and commence legal action therefore; (c) cause Monolithic’s employees or agents, without notice or legal process, to perform any obligation required under this Agreement enter upon Customer’s property to take all action necessary to retake and repossess the Equipment, in which event Customer waives all claims for damages and losses, physical and pecuniary, caused thereby and shall pay all costs and expenses incurred by Monolithic in retaking and repossessing; or (d) pursue any other agreement remedies available by law. The Customer shall be considered “insolvent” if the Customer (i) shall generally not pay, or document relating shall be unable to pay, or evidencing a security interest in any Property granted shall admit its inability or anticipated inability to Issuer, pay its debts as such debts become due; or (Bii) Fails to shall make any payment or perform any other obligations under this Agreement, (C) Makes any an assignment for the benefit of creditors, (D) Permits or consents petition or apply to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies tribunal for the appointment of a receiver custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debts, dissolution, or liquidation law or statute of any of the assets of jurisdiction, whether now or hereafter in effect; or (iv) shall have had any of the Account Partiessuch petition or application filed or such proceeding commenced against it in which an order for relief is entered or an adjustment or application is made; or (v) shall take any action indicating its consent to, (F) Becomes insolventapproval of, or ceasesacquiescence in any such petition, becomes unable or admits in writing its inability to pay its debts as they matureapplication, proceeding, or (G) Fails to pay when dueorder for relief or the appointment of a custodian, upon acceleration receiver, or otherwise, any other obligation to Issuer, Issuer may at such time trustee for all or any time thereafter declaresubstantial part of its properties. Further, without demand or notice which are Customer agrees and hereby expressly waived, all obligations and liabilities hereunder authorizes Monolithic to be immediately charge any amount due and payable, and Issuer is authorized, at its option, to apply (or hold available Monolithic against any credit card used in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and connection with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with rental or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release credit card put on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstfile.

Default. In the event that any Time is of the Account Partiesessence with respect to Lessee’s performance of its obligations under this Agreement. Lessor may declare this Lease in default if any one or more of the following occurs: (Aa) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails Lessee fails to make any payment required hereunder when due; (b) Lessee fails to maintain in force at all times the required insurance; (c) Lessee fails to properly operate, maintain or repair the Equipment; (d) Lessee fails to observe or perform any other obligations covenant or requirement of this Lease, which failure is not cured to Lessor’s satisfaction within five (5) days after Lessor’s notice to Lessee thereof; (e) Lessee attempts to sell, transfer or encumber the Equipment; (f) a voluntary or involuntary proceeding is instituted in any court of competent jurisdiction, seeking a decree or order (i) for relief in respect of Lessee under this Agreementany applicable bankruptcy, (C) Makes any insolvency, reorganization, assignment for the benefit of creditors, or other similar law, or (Dii) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any Lessee or its property, or (iii) for the winding up or liquidation of the assets of any of the Account Parties, Lessee’s affairs; (Fg) Becomes insolvent, or ceases, becomes unable or admits in writing its inability Lessee shall generally fail to pay its debts as they maturecome due; and/or (h) Lessee, in Lessor’s opinion, shall become financially insecure. At any time after such declaration, Lessor may enter, with or (G) Fails to pay when due, upon acceleration or otherwisewithout legal process, any premises where the Equipment is located and take possession thereof. Lessee shall provide Lessor with unobstructed ingress and egress for such purpose. Furthermore, Lessee shall immediately pay to Lessor all amounts then due hereunder and all costs of removal and repossession of the Equipment. Lessor’s remedies herein shall be cumulative and are in addition to all other obligation remedies existing at law or in equity, including but not limited to, (a) terminate this Agreement and all rights of Lessee hereunder; (b) to Issuer, Issuer may at such time or declare the entire unpaid rent due (including any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder rent accruing during any minimum rental term) to be immediately due and payable; (c) to enter the premises where the Equipment is located, take possession of and remove the Equipment or render the Equipment inoperable, with or without legal process; (d) to demand that Lessee surrender and deliver up possession of the Equipment to Lessor; (e) with or without terminating this Agreement, to re-let the Equipment on such terms and conditions as are then available and otherwise acceptable to Lessor, and Issuer is authorizedapply rent payments received, at its optionafter deduction of all costs and expenses incurred by Lessor, to apply amounts due from Lessee under this Agreement; and (f) within Lessor’s sole discretion, but without any obligation, to take such action or hold available in escrow) make any payment to remedy any default, including but not limited to, procuring any required insurance coverage, paying any fine, imposition, penalty, taxes or fees incurred to recover and/or release the proceeds of Equipment from any Property forfeiture, seizure, confiscation or similar proceeding, or from any lien or other collateral assetsencumbrance imposed on the Equipment, and any other sums due from Issuer to any one all such payments of the Account Parties, which shall be reimbursed by Lessee. In addition to the payment of any amounts due Lessor hereunder, Lessee shall be responsible for and shall reimburse Lessor for all obligations or liabilities costs and expenses incurred by Lessor in connection with the exercise of any rights and remedies hereunder, including all expenses incurred in the removal and transportation of the Account Parties arising under this Agreement. In Equipment to Lessor’s premises, any such event Issuer shall have all cleaning, service and/or repair of the remedies of a secured party under the Uniform Commercial Code in effect Equipment, and in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any enforcement of the terms hereofand conditions of this Agreement or damages recoverable hereunder, at any public or private sale, at such time including costs of collection and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs reasonable attorney’s fees (including fees and expenses of incurred in any sale, to apply the net proceeds of such sale(sbankruptcy proceeding or on appeal) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. (a) In the event that any of the Account Parties: (A) Fails Pledgor fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents pay to the filing Pledgee any Obligation when due or there shall otherwise occur an Event of any voluntary or involuntary petition Default (as defined in bankruptcy by or against any one of the Account PartiesNote) ("Default"), (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Pledgee shall have all of the rights and remedies of a afforded to secured party under parties with respect to the Uniform Commercial Code in effect Collateral as set forth in the State Code as well as all other rights and remedies granted in which the principal office Note and this Agreement. Without limiting the generality of the Issuer is located foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and Issuer is each of which demands, defenses, advertisements and notices are hereby authorized waived), may in such circumstances forthwith collect, receive, appropriate and empowered at its option, at any time or times thereafter, to sell and assign realize upon the whole of the PropertyCollateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof then constituting security pursuant (or contract to do any of the terms hereofforegoing), in one or more parcels at any public or private salesale or sales, at such time and place and upon such terms and conditions and at such prices as Issuer it may deem proper and with advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee shall have the right in Issuer upon any such public sale or sales, and, to be the purchaser at extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the net proceeds of any such sale andor other disposition, after deducting all legal and other reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any saleof the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to apply the net proceeds satisfaction in whole or in part of the Obligations, in such sale(s) to order as the Pledgee may elect and only after such application and after the payment by the Pledgee of all any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the Bank Liabilities. The residueCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the proceeds lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Pledgor and Abraham Weinzimer. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent upon the pursuit by the Pledgee of any right or remedy against the Pledgor, any other Property constituting security remaining after satisfaction person which may be or become liable in respect of all or any part of the Bank Liabilities Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be returned liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with Collateral or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstpart thereof.

Default. In the event that any Each of the Account Parties: following events shall be an “Event of Default” hereunder: (Aa) Fails The Company commits a material breach of the representations, warranties or covenants in the Purchase Agreement which is not cured within 5 calendar days after notice thereof from the Investor; (b) The Company’s failure to perform any obligation required pay all unpaid principal and accrued interest outstanding under this Agreement Note on the Maturity Date; (c) The voluntary dissolution or liquidation of the Company; (d) The Company’s voluntary cessation of business operations; (e) The Company’s closing of an Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Articles of Incorporation (the “Articles”)) (except that an Acquisition or Asset Transfer shall not include a reincorporation of the Company solely to effect a change of domicile of the Company); (f) The occurrence of an event of default related to any indebtedness of the Company which is not cured within 15 calendar days; (g) The Company files a petition or action for relief under any bankruptcy, insolvency or moratorium law or any other agreement law for the relief of, or document relating to to, debtors, now or evidencing a security interest hereafter in any Property granted to Issuereffect, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes makes any assignment for the benefit of creditors, (D) Permits creditors or consents to the filing of takes any voluntary or involuntary petition action in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver furtherance of any of the assets foregoing; or (h) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Account PartiesCompany. Upon the occurrence of an Event of Default, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of the Investor, and, in the case of an Event of Default pursuant to (Fg) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (Gh) Fails to pay when above, automatically, be immediately due, upon acceleration or otherwise, any other obligation payable and collectible by the Investor pursuant to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, applicable law. Subject to the payment of any and all obligations or liabilities of provisions hereof, the Account Parties arising under this Agreement. In any such event Issuer Investor shall have all of the rights and may exercise any remedies of a secured party available to it under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionlaw, at any time successively or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstconcurrently.

Default. In the event that The occurrence of any one or more of the Account Partiesfollowing events shall be deemed to be an “event of default” of this Subcontract/Purchase Order Agreement: (Aa) Fails to perform any obligation required under this Agreement Refusal, failure or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one neglect of the Account PartiesSubcontractor/Material Supplier to supply a sufficient number of properly skilled workmen of a sufficient quantity or quality of materials; b) Dissolution, termination of existence, insolvency (E) Applies for the however evidenced), general failure to pay debts as they mature, business failure, appointment of a receiver of any part of the assets property of, assignment for the benefit of creditors by, commission of any act or bankruptcy by, or the service or filing of any warrant, attachment or levy or of any tax lien or assessment or similar process against the Subcontractor/Material Supplier; c) Failure of the Account PartiesSubcontractor/Material Supplier to make prompt payment to its materialmen, (F) Becomes insolventsuppliers, subcontractor or workmen, or ceasesto insure prompt payment by any of them to any party to whom they may be obligated by reason of the work; d) Failure of the Subcontractor/Material Supplier in any respect to prosecute the work in a proper and prompt manner; or e) Failure of the Subcontractor/Material Supplier to perform fully any and all of the obligations of the Subcontractor/Material Supplier to be performed pursuant to this Subcontract/Purchase Order Agreement. Upon the happening of any “event of default”, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may and at such time or any time thereafter declarethereafter, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedthe Contractor may, at its option, after giving forty-eight (48) hours written notice to apply (the Subcontractor/Material Supplier, provide any such labor and materials and/or do all things as may be necessary or hold available convenient to complete the work and deduct the cost thereof from any monies due, or thereafter to become due, under the Subcontract/Purchase Order Agreement. Alternatively, or in escrow) addition, upon the proceeds occurrence of any Property one or other collateral assetsmore events of default, and any other sums due from Issuer to any one of the Account PartiesContractor may, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafterterminate the Subcontract/Purchase Order. In that event, the Contractor shall have the right to sell and assign enter upon the whole premises of the PropertySubcontractor’s/Material Supplier’s facilities at the Project, and take possession, for the purpose of completing the work, of all materials, tools and appliances therein, and may employ any other person or persons to finish the work and provide the materials therefor. In case of such discontinuance of the Subcontractor’s/Material Supplier’s right to proceed with the work, the Subcontractor/Material Supplier shall not be entitled to receive any part thereof further monies under this Subcontract/Purchase Order Agreement until the work undertaken by the Contractor is completely finished and payment therefor has actually been received by the Contractor from the Owner (such payment by the Owner being a condition precedent to any obligation for payment by the Contractor to the Subcontractor/Material Supplier.) At that time, if the unpaid balance of the amount to be paid under this Subcontract/Purchase Order Agreement exceeds the costs (including, but not limited to, any incidental or consequential damages and reasonable attorney fees and litigation expenses (meaning, without limitation, paralegal fees, filing fees, deposition expenses and other out-of-pocket litigation expenses) incurred by the Contractor by reason of the Subcontractor's/Material Supplier's default and/or in any and all types of litigation arising from such, shall be chargeable to, and paid by, the Subcontractor/Material Supplier. If the aforementioned costs exceed the unpaid balance due the Subcontractor/Material Supplier, then constituting security pursuant to the Subcontractor/Material Supplier shall promptly pay the Contractor the amount by which such costs exceed such unpaid balance. The costs incurred by the Contractor as herein provided, either for furnishing materials or for finishing the work, and any damages, including incidental and consequential damages incurred by the Contractor by reasons of the Subcontractor’s/Material Supplier’s default, shall be chargeable to, and paid by the Subcontractor/Material Supplier. Any and all rights and remedies of the Contractor under this Subcontract/Purchase Order Agreement shall be cumulative. The enumeration of specific rights and remedies of the Contractor shall not affect or impair any of the terms hereofContractor’s right or remedies at law or in equity, at or under the Prime Contract. In the event any public acts or private saleomissions of the Subcontractor/Material Supplier delay the Contractor in the performance of the Prime Contract and result in the Contractor’s being subjected to any damages (including, at such time but not limited to acceleration, delay or recovery costs), claims, penalties, liabilities, or liquidated damages thereunder, the Subcontractor/Material Supplier shall, upon demand of the Contractor, promptly pay to and place and upon such terms as Issuer may deem proper and with reimburse the right in Issuer to be Contractor for the purchaser at such sale andfull amount of any penalties, after deducting all legal and other liabilities or liquidated damages, including costs and expenses of any sale, attorney’s fees incurred by Contractor in responding to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstdelay.

Default. In Whenever a Default shall be existing, all Secured Obligations may (notwithstanding any provisions thereof), at the event that any option of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to IssuerLender, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, and without demand or notice which are hereby expressly waivedof any kind, all obligations be declared, and liabilities hereunder to be thereupon immediately shall become, due and payable, and Issuer is authorizedthe Lender may exercise from time to time any rights and remedies available to it under applicable law and may, without notice except as specified below, sell, lease, assign, and deliver, or grant options to purchase, or otherwise dispose of all or any part of the Collateral, at such place or places as the Lender may determine, at public or private sale, it being agreed that the purchaser, lessee, assignee, or recipient of all or any part of the Collateral so disposed of at any public or private sale may thereafter hold the same absolutely free from any claim or right of Debtor of whatsoever kind, including any right of redemption, and any obligation to see to the application of any part of the purchase money paid therefor or any liability for the misapplication or non-application thereof; and the Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and such sale may be made at any time or place to which the same may be so adjourned. The parties hereto hereby agree that the duties of the Lender pursuant to the UCC will be deemed to be satisfied so long as the requirements of this Section 6 are satisfied in connection with any disposition of Collateral pursuant to this Agreement. Debtor agrees, in case of Default, to assemble, at its optionexpense, all Collateral at a convenient place acceptable to apply the Lender. Any notification of intended disposition of any of the Collateral required by law, shall be deemed reasonably and properly given if given at least five (or hold available in escrow5) the days before such disposition. Any proceeds of any Property or other collateral assetsdisposition by the Lender of any of the Collateral may be applied by the Lender to the payment of expenses in connection with the Collateral, including reasonable attorneys’ fees and legal expenses, and any other sums due from Issuer to any one balance of such proceeds shall be applied by the Account PartiesLender (i) first, to the payment of any and all obligations or liabilities such of the Account Parties arising under this Agreement. In any Secured Obligations, and in such event Issuer shall have all order of application, as the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionLender may from time to time elect; (ii) second, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment to whosoever may be lawfully entitled to receive the same or as a court of all of the Bank Liabilities. The residue, if anycompetent jurisdiction may direct, of the proceeds of sale any surplus then remaining from such proceeds; and (iii) if any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned balance is remaining, to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstDebtor.

Default. In When a default in the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver performance of any of the assets obligations occurs, and on the entry of any an order of the Account PartiesUnited States Bankruptcy Court for the District of , (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one proceedings under Chapter of the Account Parties, to the payment of any and all obligations or liabilities Bankruptcy Code authorizing enforcement of the Account Parties arising under security interests created by this Agreement. In agreement, the secured party will have, in addition, other rights accorded a secured party in any such event Issuer shall have all jurisdiction where enforcement of this agreement is sought, the rights and remedies of a secured party under the Uniform Commercial Code in effect in of enter on any premises where the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Propertycollateral, or any part thereof then constituting security pursuant of the collateral, may be situated and remove the collateral. The secured party will give the debtor at least day’s prior written notice to any such address as the debtor shall have specified to secured party in writing, of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with of any public sale of the right in Issuer collateral or of the time after which any private sale of the collateral is to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilitiesmade. The residue, if any, secured party shall be entitled to retain part of the proceeds of sale the sale, subject to the approval of the Bankruptcy Court, (a) all secured sums, (b) its reasonable expenses of repossessing, holding, preparing for sale, and selling the collateral, and (c) reasonable legal expenses incurred by it in connection with this agreement and with such sale. No waiver by a secured party of any default is effective unless in writing, nor operate as a waiver of any other Property constituting security remaining after satisfaction default, or of the Bank Liabilities shall same default on another occasion. NO WAIVER BY SECURED PARTY The secured party is not deemed to have waived any of its rights on, or under, the obligations or the collateral unless the waiver is in writing and signed by the secured party. No delay or omission on the part of the secured party in exercising any rights operates as a waiver of such right or any other right. A waiver on any one occasion will not be returned construed as a bar to, or waiver of, any right on any future occasion. All rights and remedies of the secured party on the obligations or the collateral, whether evidenced by this agreement or by any instrument or papers, are cumulative and may be exercised separately or concurrently. CARE BY SECURED PARTY The secured party will attempt to exercise the same care with respect to this security agreement and collateral as it exercises with respect to security agreements and collateral in which it alone is interested, but, except as otherwise expressly provided, the secured party assumes no further responsibility to the respective Account Parties unless otherwise disposed lenders with respect to (1) the validity or enforceability of this agreement, (2) the truth or correctness of any representation contained in accordance this agreement, or any other statements or certificates made by the debtor in connection with written instructions from the customer’s bank. It is agreed that, with granting or without notification to any handling of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of themsecurity interest, or otherwise deal with (3) the collateral. The secured party will have no responsibility to lenders for the performance by the debtor of its obligations under this security agreement. The secured party will not be responsible for the consequences of any Property by whomsoever pledgedoversight or error in judgment or be liable for any action taken, mortgaged or subjected omitted to a security interest to secure directly be taken, except only for the secured party’s gross negligence, bad faith, or indirectly any of the Bank Liabilities and/or any offset thereagainstwillful misconduct.

Default. (a) In the event that any that, prior to the Closing but after the expiration of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to IssuerDue Diligence Period, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing Purchaser obtains actual knowledge of any voluntary or involuntary petition in bankruptcy by or against any one of information (from whatever source, including, without limitation, the Account PartiesDisclosure Materials, (E) Applies for the appointment of as a receiver result of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole inspections of the Property, by disclosure from Seller or Seller’s agents and employees or otherwise) that contradicts in any part thereof then constituting security pursuant to material manner any of the terms hereofrepresentations and warranties of Seller contained herein, at renders any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(srepresentations and warranties materially untrue or incorrect, Purchaser shall have the right, exercisable by giving written notice to Seller prior to the Closing, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the payment of all of the Bank Liabilities. The residuecontrary elsewhere in this Agreement), if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of money (including, without limitation, the Bank Liabilities Deposit) or documents in escrow shall be returned to the respective Account Parties unless otherwise disposed party depositing the same, or (ii) to accept the Property notwithstanding such information and nevertheless consummate the transaction contemplated by this Agreement, and in either case Seller shall have no liability with respect to such information and/or any of such representations and warranties contradicted or made untrue or incorrect thereby. In the event, prior to the Closing, Seller materially defaults in accordance any other manner under this Agreement, Purchaser shall have the right, exercisable by giving written notice to Seller prior to the Closing, either (i) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same, or (ii) to accept the Property notwithstanding such default by waiving such default and nevertheless consummating the transaction contemplated by this Agreement, in which event thereafter Seller shall have no liability with respect to such default. In the event Seller’s default consists of or results in Seller’s refusal, failure or inability to convey the Property, Purchaser’s sole remedy shall be to elect either (i) to bring an action for specific performance; provided, however, that in any such action, Purchaser shall not be entitled to any monetary damages, or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder (except as may be expressly provided to the contrary elsewhere in this Agreement), and any money (including, without limitation, the Deposit and all interest accrued thereon) or documents in escrow shall be returned to the party depositing the same and Seller shall reimburse Purchaser’s out-of-pocket expenses not to exceed Seventy-Five Thousand Dollars ($75,000.00). Any suit for specific performance under this Section shall be actionable and enforceable if and only if Purchaser delivers written instructions from notice to Seller of its intention to file a suit for specific performance against Seller within thirty (30) days after the customerdate on which the Closing shall have failed to occur. Furthermore, as an inducement to Seller to enter into this Agreement, Purchaser agrees that Purchaser shall be deemed to have irrevocably elected to waive its right to file a suit for specific performance under this Section if such suit is not filed by Purchaser and served on Seller within sixty (60) days after the date on which the Closing shall have failed to occur. In the event of any breach or default by Seller, which occurs or which Purchaser first discovers after the Closing, Purchaser shall be limited to recovering its actual damages but not any consequential damages. Each of Purchaser and Seller also acknowledges and agrees that the occurrence of any event of default by the seller described in the second grammatical paragraph of Section 17(a) of any of the Other Sales Contracts shall constitute a material event of default by Seller hereunder and shall entitle Purchaser to exercise its remedies under this Section. (b) In the event the transaction herein provided shall not close solely by reason of Purchaser’s bankdefault, the Deposit, plus any interest accrued thereon, shall be paid to and retained by Seller as liquidated damages. It The amount paid to and retained by Seller as liquidated damages shall be Seller’s sole and exclusive remedy if Purchaser fails to close the purchase of the Property when it is obligated to do so. The parties hereto expressly agree and acknowledge that Seller’s actual damages in the event of a default by Purchaser hereunder with respect to its obligation to purchase the Property would be extremely difficult, if not impossible, to ascertain and that the amount of the deposit plus any interest accrued thereon is a fair estimate of such damages, which has been agreed thatto in an effort to cause the amount of such damages to be certain. The payment of such amount as liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to Seller. Notwithstanding anything to the contrary contained in this Section 17(b), Seller and Purchaser agree that this liquidated damages provision is not intended and should not be deemed or construed to limit in any way Purchaser’s indemnity obligations under Sections 5, 18 and 20(j). Each of Purchaser and Seller also acknowledges and agrees that in the event the transaction contemplated under any of the Other Sales Contracts shall not close solely by reason of the Purchaser’s default thereunder, such default shall constitute a material event of default by Purchaser hereunder and shall entitle Seller to exercise its remedies under this Section. (c) Purchaser acknowledges and agrees that its recourse against Seller under this Agreement for a default by Seller hereunder occurring prior to or at the Closing is limited to the remedies set forth in Section 17 hereof. In connection with any post-closing remedy which Purchaser may have against Seller for any matter, including, without limitation, any breech of any covenant, indemnity or other matter arising under this Agreement that survives Closing or any documents executed by Seller pursuant hereto or in connection herewith, such remedy shall be limited to actual damages (including, without notification limitation, reasonable legal fees and expenses) incurred by Purchaser not to exceed $1,000,000 in the aggregate for any and all claims; provided, however, that the foregoing limitation on liability shall not apply to Seller’s obligations under Sections 13, 18 or 20(j). For the avoidance of doubt, the foregoing cap on liability under this Agreement shall not apply to the sellers’ liability under the Other Sales Contracts, each of which shall set forth its own cap in liability thereunder. (d) In no event shall Purchaser be entitled to seek or obtain any other damages of any kind, including, without limitation, consequential, speculative, indirect or punitive damages, and Purchaser hereby waives any right to any of these. Any claim or claims or action or actions at law for actual damages brought after the Account PartiesClosing by Purchaser against Seller based upon a misrepresentation or a breach of a covenant, Issuer indemnity or warranty under this Agreement or under any documents executed by Seller pursuant hereto or in connection herewith shall be actionable or enforceable if and only if written notice of such claim or claims is delivered by Purchaser to Seller no later than the last day of the Survival Period, and Seller and Purchaser acknowledge and agree that the Survival Period is reasonable and in compliance with the “reasonable” standard required and set forth in the Notice Statute. Additionally, no such claim or action at law may exchangebe filed more than two (2) years and one (1) day after the date of Closing, release, surrender, realize upon, release on trust receipt Purchaser waiving the right to file any such claim or action at law at any later date. In no event shall Purchaser seek or attempt to obtain any recovery or judgment against any of themSeller’s partners, members or otherwise deal with owners (or their constituent partners, members or owners) or any Property by whomsoever pledgeddirector, mortgaged officer, member, employee or subjected to a security interest to secure directly or indirectly shareholder of any of the Bank Liabilities and/or foregoing. (e) The provisions of Section 17 shall survive the Closing or any offset thereagainsttermination of this Agreement. The term “survive” as used in the preceding sentence, and using a portion of the language of the Notice Statute, shall mean that Purchaser may give written notice, at any time and from time to time after the Closing, of any claim or claims for actual damages prior to the expiration of the Survival Period as a condition precedent to its right to xxx Seller for any misrepresentation or breach of a covenant, indemnity or warranty under this Agreement or under any documents executed by Seller pursuant hereto or in connection herewith, and such claims and right shall not merge into the Deed or any documents executed by Seller pursuant hereto or in connection herewith, but such claims and right shall continue after the Closing throughout the Survival Period.

Default. In addition to the event that remedies otherwise set forth in the Agreement, upon (a) the failure of Seller to perform any obligation in the Agreement (including any breach of a warranty) where Seller fails to either commence correction within two (2) business days after receipt of written notice thereof or complete such correction within the time period directed by Xxxxx or (b) the occurrence of a Bankruptcy Event (defined below), then Buyer, in its sole discretion and without prior notice to Seller, may do any one or more of the following: (i) suspend performance under the Order or any other agreement between Buyer and Seller; and/or (ii) terminate the Order, or any part of it, or any other agreement between Buyer and Seller, whereby any and all obligations of Seller including payments or deliveries due, will, at the option of Buyer, become immediately due and payable or deliverable, as applicable; and/or (iii) take possession, by whatever reasonable means and at whatever location and time, of all materials, tools and equipment used in performance of the Order and (x) in the case of Services, finish the work or (y) in the case of Goods, acquire equivalent goods by whatever method it may deem expedient, and in such cases, Seller will not be entitled to payment, if any, until all of the Goods are delivered to Buyer or Services are performed, all in accordance with the Order. The foregoing specific rights, which will specifically include specific performance, will be cumulative and alternative and in addition to any other rights or remedies to which Buyer may be entitled at law or in equity. In addition, Xxxxx will be entitled to recover from Seller all court costs, attorneys' fees and expenses incurred by Buyer in connection with Seller’s default. “Bankruptcy Event” means the occurrence of any of the Account Partiesfollowing events with respect to Seller or its affiliates: (A) Fails to perform filing of a petition or otherwise commencing, authorizing or acquiescing in the commencement of a proceeding or cause of action under any obligation required under this Agreement bankruptcy, insolvency, reorganization or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, similar law; (B) Fails to make making of an assignment or any payment or perform any other obligations under this Agreement, (C) Makes any assignment general arrangement for the benefit of creditors, ; (C) having a bankruptcy petition filed against it and such petition is not withdrawn or dismissed within thirty (30) days after such filing; (D) Permits otherwise becoming bankrupt or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, insolvent (however evidenced); (E) Applies for the appointment having a liquidator, administrator, custodian, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of a receiver of any of the assets of any of the Account Parties, its property or assets; or (F) Becomes insolvent, or ceases, becomes being generally unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when fall due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In (a) Unless an Event of Default shall have occurred and be continuing, the event that Collateral Agent shall not be obligated to take any of the Account Parties: (A) Fails to perform any obligation required action under this Agreement or any of the Security Documents, except for the performance of such duties as are specifically set forth herein or therein. (b) If any Event of Default shall have occurred and be continuing with respect to CL&P or WMECO, the Collateral Agent shall, at the request of, or may with the consent of, the Lenders entitled to make such request, exercise in respect of the Collateral FMBs of such Borrower, in addition to other agreement rights and remedies provided for herein or document relating otherwise available to it, all the rights and remedies available to the Collateral Agent under the applicable Security Documents and under the other Loan Documents or evidencing a security interest in any Property granted otherwise available to Issuerthe Collateral Agent. (c) Subject to paragraph (e) below, the rights and remedies of the Collateral Agent with respect to CL&P and WMECO shall include (without limitation of the other rights and remedies available to the Collateral Agent under the Loan Documents or otherwise available to it), (Bi) Fails the right to make any payment cause all or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one a portion of the Account Parties, Collateral FMBs (Eincluding without limitation all accrued interest thereon) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability such Borrower to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be become immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrowii) the proceeds right to collect all amounts payable by such Borrower under the Collateral FMBs for the benefit of any Property or other collateral assetsthe Lenders, and any other sums due from Issuer (iii) the right to any one of the Account Parties, to the payment of any exercise all rights and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party "holder" of a Collateral FMB under the Uniform Commercial Code in effect applicable First Mortgage Indenture of such Borrower. (d) Notwithstanding any written instructions received by the Collateral Agent pursuant to paragraph (b) above, and except as expressly provided in the State in which Credit Agreement, the principal office Collateral Agent shall not release any Collateral or portion thereof or lien thereon without the consent of the Issuer Lenders. (e) It is located understood that the actual indebtedness of any Borrower evidenced by the Collateral FMBs of such Borrower shall be limited to, and Issuer is hereby authorized and empowered in no event exceed, the Secured Obligations of such Borrower from time to time outstanding; that at its option, at no time shall any time or times thereafter, to sell and assign claim be made on the whole Collateral FMBs of such Borrower in excess of the Property, or any part thereof then constituting security pursuant to any aggregate unpaid Secured Obligations of the terms hereof, at any public or private sale, such Borrower outstanding at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any salethat, to apply the net proceeds extent the actual indebtedness of such sale(s) Borrower evidenced by the Collateral FMBs of such Borrower exceed the Secured Obligations of such Borrower, neither the Collateral Agent nor any Lender shall have any right under, or right to exercise any right granted to the payment holders of all such excess Collateral FMBs of such Borrower under, the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstapplicable First Mortgage Indenture.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located Ohio and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, in accordance with applicable law, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper commercially reasonable and with the right in Issuer to be the purchaser at such sale sale, to the extent not prohibited by law, and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. To the extent not prohibited by law, It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In a. Company’s failure to substantially comply with any provisions of this Agreement shall be deemed a breach by the event Lead States, together with any determination by a Lead State that any of the Account Parties: (A) Fails to perform any obligation required under Company has made a misrepresentation in this Agreement or any other agreement or document relating to or evidencing in the conduct of the Examination, shall constitute a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under breach of this Agreement, (C) Makes any assignment for a violation of an order of the benefit Settling Jurisdictions, and a violation of creditorsthe Company’s agreement with the Settling Jurisdictions and shall subject the Company to such administrative and enforcement actions and penalties as each Settling Jurisdiction deems appropriate, (D) Permits consistent with each Settling Jurisdiction’s respective Insurance Laws. b. If a Settling Jurisdiction believes that the Company has breached a provision of this Agreement or consents that the Company has made a misrepresentation in this Agreement or during the conduct of the Examination, such Settling Jurisdiction shall provide written notice of the alleged breach to the filing Company and the Managing Lead States that the breach has occurred. The Company shall have the opportunity, within twenty-one (21) calendar days of receipt of such notice to present evidence in writing and through appearance before the complaining jurisdiction’s regulator in an attempt to rebut the allegations(s) or to seek an extension and to present a proposed action plan to address the alleged breach. A Settling Jurisdiction shall not pursue any enforcement action as set forth in this Section 7.a. against the Company until the twenty-one (21) calendar day response period described above has expired. If the Lead States accept the Company’s method and/or action plan to correct the identified deficiencies, the Lead States will define the time by which the Company must fulfill its corrective obligations. At its discretion, the Lead States may reject in writing the Company’s proposed action plan and proceed with the original administrative and enforcement actions and penalties as each Settling Jurisdiction deems appropriate. c. Any agreement on the part of any voluntary Party hereto, to any extension or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits waiver shall be valid only if in writing its inability to pay its debts as they maturesigned by the Party granting such waiver or extension and, or (G) Fails to pay when due, upon acceleration or unless expressly provided otherwise, any other obligation to Issuer, Issuer may at such shall be a one-time waiver or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assetsextension only, and any such waiver or extension or any other sums due from Issuer failure to insist on strict compliance with any one of the Account Partiesduty or obligation herein shall not operate as a waiver or extension of, or estoppel with respect to, any continuing, subsequent or other failure to the payment of any and all obligations or liabilities of the Account Parties arising under comply with this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. (a) In the event that (i) Pledgor fails to pay any portion of the Account Parties: principal or interest under the Note when it becomes due, and such failure or breach is not cured by Pledgor within five days of written notice thereof from the Company, (Aii) Fails to perform any obligation required under representation of Pledgor in the Note or this Pledge Agreement was incorrect in any material respect when made, (iii) Pledgor otherwise breaches this Agreement or any other agreement or document relating to or evidencing a security interest the Note in any Property granted manner, which breach is not cured within five days of written notice from the Company, or (iv) the Pledgor files a petition or otherwise seeks relief under any bankruptcy, insolvency or similar law ("Insolvency Law") or a receiver, conservator, custodian or similar person is appointed by court order, or an order for relief is entered under federal or other applicable bankruptcy laws with respect to IssuerPledgor, (B) Fails to make or a petition is filed against Pledgor under any payment Insolvency Law, or perform any other obligations under this Agreement, (C) Makes any Pledgor makes an assignment for the benefit of creditorscreditors (any such event in (i)-(iv) being a "Default"), (D) Permits then the Company may exercise any and all rights, powers and remedies of any owner of the Pledged Shares or consents other pledged collateral in furtherance of this Agreement and shall have, and may exercise without demand, any and all of the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Illinois or otherwise available to the filing Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to time during any period after a Default, all or any part of the Pledged Shares and other pledged collateral for the account of Pledgor at any private sale or public auction, on not less than ten days' written notice to Pledgor, at such price or prices and upon such terms as the Company may reasonably deem advisable. Pledgor shall have no right to redeem any Pledged Shares or other pledged collateral thus sold or auctioned. At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares or other collateral offered for sale. In case of any voluntary such sale or involuntary petition auction, after deducting the costs, attorneys' fees and other expenses of sale and delivery, the remaining proceeds of such sale shall be applied to the due and unpaid principal of, and due and unpaid accrued interest on, the Note; provided that promptly after payment in bankruptcy by or against any one full of the Account Partiesindebtedness evidenced by the Note, (E) Applies for the appointment balance of a receiver the proceeds of sale or auction then remaining shall be paid to Pledgor and Pledgor shall be entitled to the prompt return of any of the assets of any Pledged Shares or other collateral remaining in the hands of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability Company. Pledgor shall be liable for any deficiency if the remaining proceeds are insufficient to pay its debts as they mature, or (G) Fails the indebtedness under the Note in full only to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payablethe extent, and Issuer is authorizedin the circumstances, set forth in the Note. (b) In addition to and not in lieu of the remedies set forth in Section 7(a), so long as Common Shares of the Company of the same class as the Pledged Shares are publicly traded, the Pledgor agrees that the Company shall not be obligated to sell the Pledged Shares pursuant to Section 7(a), but may instead, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and purchase all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereofPledged Shares at the Fair Market Value at the date of purchase, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) thereof to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstLoan Balance.

Default. In the event that any a. Any one or more of the Account Partiesfollowing events: (Aa) Fails failure to perform pay any obligation required under this Agreement principal amount or interest when due; (b) Maker (i) files any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the bankruptcy laws or any other agreement debtor relief laws of the United States or document relating to any state or evidencing a security interest in any Property granted to Issuerother competent jurisdiction, (Bii) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any makes a general assignment for the benefit of its creditors, or (Diii) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature; or (c) a petition is filed against Maker seeking to rearrange, reorganize, or extinguish its debts under the provisions of any bankruptcy or other debtor relief law of the United States or any state or other competent jurisdiction, and such petition is not dismissed within 45 days, or (Gd) Fails to pay when duea court of competent jurisdiction enters an order, upon acceleration judgment, or otherwise, any other obligation to Issuer, Issuer may at such time decree appointing a receiver or trustee for it or for all or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payablepart of its property. b. If a Default occurs, and Issuer is authorizedMaker does not cure such Default within thirty (30) days of receiving notice of the Default from Payee, Payee may, at its option, declare the principal of and the accrued and unpaid interest on, this Note due and payable by written notice to apply (Maker. Notwithstanding the immediately preceding sentence, if a Default is in respect of a bankruptcy or hold available in escrow) insolvency proceeding the proceeds principal of any Property or other collateral assetsthis Note, and any other sums all accrued and unpaid interest, shall automatically become immediately due from Issuer to any one and payable. In addition, Payee may institute judicial proceedings for the collection of the Account Partiesamounts due and may prosecute such proceeding to judgment or final decree, and may enforce the same against Maker and collect the amount due (together with reasonable costs of collection, including reasonable attorney’s fees and expenses) adjudged or decreed to be payable in the payment of any and all obligations or liabilities manner provided by law out of the Account Parties arising under this Agreementproperty of Maker. In any such event Issuer shall have all of Payee may also exercise the remedies rights of a secured party under the Uniform Commercial Code then in effect in Nevada and under the State in which the principal office terms of the Issuer is located other transaction documents, and Issuer is hereby authorized may exercise any and empowered all other rights Payee may have at its option, at any time law or times thereafter, to sell and assign the whole in equity. c. Default rate of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstinterest: 10% per annum.

Default. (a) In the event that any of the Account Parties: (A) Fails Pledgor fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents pay to the filing Pledgee any Obligation when due or there shall otherwise occur an Event of any voluntary or involuntary petition Default (as defined in bankruptcy by or against any one of the Account PartiesNote) ("Default"), (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Pledgee shall have all of the rights and remedies of a afforded to secured party under parties with respect to the Uniform Commercial Code in effect Collateral as set forth in the State Code as well as all other rights and remedies granted in which the principal office Note and this Agreement. Without limiting the generality of the Issuer is located foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and Issuer is each of which demands, defenses, advertisements and notices are hereby authorized waived), may in such circumstances forthwith collect, receive, appropriate and empowered at its option, at any time or times thereafter, to sell and assign realize upon the whole of the PropertyCollateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof then constituting security pursuant (or contract to do any of the terms hereofforegoing), in one or more parcels at any public or private salesale or sales, at such time and place and upon such terms and conditions and at such prices as Issuer it may deem proper and with advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee shall have the right in Issuer upon any such public sale or sales, and, to be the purchaser at extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the net proceeds of any such sale andor other disposition, after deducting all legal and other reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any saleof the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to apply the net proceeds satisfaction in whole or in part of the Obligations, in such sale(s) to order as the Pledgee may elect and only after such application and after the payment by the Pledgee of all any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the Bank Liabilities. The residueCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Pledgor and Xxxxx Xxxx. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all of the Obligations and any and all costs and expenses of every kind incurred by the Pledgee with respect to the collection of such deficiency, including, without limitation, all reasonable fees and disbursements of any attorneys employed by the Pledgee. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent upon the pursuit by the Pledgee of any right or remedy against the Pledgor, any other Property constituting security remaining after satisfaction person which may be or become liable in respect of all or any part of the Bank Liabilities Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be returned liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with Collateral or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstpart thereof.

Default. In The following shall constitute "Events of Default" and in any such events, Tenant shall be deemed to be in default under the event that terms of this Lease and shall be subject to Landlord's remedies as set forth herein: a. Tenants failure to pay, when due, any of the Account Parties: (A) Fails to perform rent or other payments due hereunder, including without limitation Additional Rent, taxes and sales tax or any obligation required other payment due Landlord under this Agreement or any other agreement or document relating contract between Landlord and Tenant; or b. Tenant's abandoning or vacating of the Premises without prior written consent of Landlord, it being agreed that non-occupation of the Premises for a period often (10) consecutive days, without written consent of Landlord, shall be conclusively deemed an abandonment, notwithstanding anything contained in Florida Statute Chapter 83 to the contrary; or c. Tenant's voluntarily petitioning for relief under or evidencing a security interest in otherwise seeking the benefit of any Property granted to Issuerbankruptcy, (B) Fails to make any payment reorganization or perform any other obligations under this Agreementinsolvency law; or d. A receiver or trustee being appointed for Tenant or its property; or e. The filing of an involuntary bankruptcy, (C) Makes any arrangement, or reorganization petition against Tenant; or f. Tenants making an assignment for the benefit of creditors; or g. Any of the goods, (D) Permits chattels, rights, credits, or consents effects of Tenant used in or incident to the occupation of the Premises being seized, sequestered, or impounded by virtue of or under the authority of any legal proceedings; or h. Tenant's interest under this Lease being sold under execution or other legal process; or i. Any act or omission of Tenant which results in the filing of any voluntary a lien against the Premises; or j. Any transfer, assignment, subletting or involuntary petition encumbering of Tenant's interest under this Lease or the Premises, by operation of law or otherwise without the prior written consent of Landlord, which consent shall be in bankruptcy by the sole and absolute discretion of Landlord; or k. Tenant's continued default in the performance or against any one of the Account Parties, (E) Applies for the appointment of a receiver observance of any of the assets other covenants or agreements contained in this Lease and not specifically set forth above for a period often (10) days after the date of mailing written notice thereof by Landlord to Tenant l. Tenant's repeated violation of any covenant or agreement contained in this Lease. "Repeated Violation" shall mean violating any covenant or agreement for which written notice of the Account Parties, violation was given by Landlord on more than two (F2) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or occasions within a twelve (G12) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.month period

Default. In 6.1 Upon the event that any occurrence of an Event of Default and during the continuance thereof, the Lenders are hereby authorized and empowered in their discretion to exercise all rights and powers in respect of the Account Parties: (A) Fails to perform any obligation required under this Agreement Pledged Securities as a member, partner, shareholder, or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuerequityholder of the issuer of the Pledged Securities, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or and each Pledgor hereby consents to the filing admission of each Lender or any voluntary designee thereof as a member, partner, shareholder or involuntary petition in bankruptcy by or against any one other equityholder of the Account Parties, (E) Applies for the appointment of a receiver of any issuer of the assets of any Pledged Securities and the exercise by each Lender of the Account Partiesvoting rights of such Pledgor with respect to the Pledged Securities owned by such Pledgor, in each case if such Lender so elects, and to any sale of the Pledged Collateral by the Lenders in accordance with the UCC, other applicable law and this Agreement. (Fa) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declareUpon the occurrence of an Event of Default and during the continuation thereof, without demand limiting the generality of this Section and without notice, the Lenders may, in their sole discretion, exercise in respect of the Pledged Securities, in addition to all other rights and remedies provided for herein or notice which are hereby expressly waivedotherwise available to them, all obligations the rights and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party on default under the UCC, other applicable Uniform Commercial Code, or other applicable laws as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the affected Pledged Securities), and the Lenders may also in effect in their sole discretion sell the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, Pledged Securities or any part thereof then constituting security pursuant to any of the terms hereof, in one or more parcels at any public or private sale, at any exchange or broker’s board or at any of the Seller’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Lenders may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Securities. The Lenders may be the purchaser of any or all of the Pledged Securities at any such sale, and the Lenders shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Securities sold at any such sale, to credit bid all or any portion of the Obligations as a credit on account of the purchase price for any Pledged Securities payable by the Lenders at such sale. Each purchaser at any such sale shall hold Pledged Securities sold free from any claim or right of the Pledgors, and the Pledgors hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Lenders shall not be obligated to make any sale of Pledged Securities regardless of notice of sale having been given. The Lenders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Pledgors and Lenders acknowledge and agree that for purposes of determining whether a disposition of Pledged Securities which consists solely of Company Interests has been made in a commercially reasonable manner, the fair market value of the Company Interests may be determined by an independent appraisal of the value of the Company. Pledgors and Lenders further agree that Lenders shall be entitled to commission a valuation of the Company from Mine Development Associates, or another independent mine valuation company selected by the Lenders, and may rely upon such terms valuation as Issuer may deem proper a basis for determining the value of the Company Interests, and that the cost of such valuation is a commercially reasonable expense of the disposition and shall be paid by Pledgors and constitute an Obligation under the Loan Agreement secured by the lien and security interest created hereby. In the case of all sales of Pledged Collateral or any part thereof by the Lenders in accordance with this Agreement and applicable law, including the right in Issuer to be UCC, during the purchaser at such sale andcontinuance of an Event of Default, after deducting the Pledgors shall pay all legal and other reasonable out of pocket costs and expenses of any every kind of the Lenders in connection therewith (including, without limitation, reasonable attorneys’ fees and disbursements, court costs, litigation and other expenses), and after deducting such costs and expenses from the proceeds of sale, to the Lenders shall apply the net proceeds of such sale(s) any remainder to the payment of all the other Obligations and the Borrower shall remain liable for any deficiency. The Pledgors shall be jointly and severally liable for the payment of any such costs and expenses of the Bank Liabilities. The residueLenders. 6.3 Because of present or future circumstances, if anya question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called the “Federal Securities Laws”) with respect to any disposition of the proceeds Pledged Collateral pledged hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of sale and any other Property constituting security remaining after satisfaction conduct of the Bank Liabilities Lenders if the Lenders were to attempt to dispose of all or any part of the Pledged Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Pledged Collateral or any part thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Lenders in any attempts to dispose of all or any part of the Pledged Collateral under applicable blue sky or other state securities laws or similar laws analogous in purpose or effect. To the extent permitted by applicable law, each Pledgor covenants and agrees that the Lenders shall be returned to not incur any liability as a result of the respective Account Parties unless sale of the Pledged Collateral or any part thereof at any private sale that is commercially reasonable and otherwise disposed of in accordance with written instructions from this Agreement and applicable law. To the customer’s bank. It is agreed thatextent permitted by applicable law, with or without notification to each Pledgor hereby waives any claims against the Lenders arising by reason of the Account Parties, Issuer fact that the price at which the Pledged Collateral or any part thereof may exchange, release, surrender, realize upon, release on trust receipt to any of them, have been sold at such a private sale was less than the price which might have been obtained at a public sale or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any was less than the aggregate amount of the Bank Liabilities and/or any offset thereagainstObligations, even if the Lenders accept the first offer received and do not offer the Pledged Collateral, as the case may be, to more than one possible purchaser. 6.4 NOTWITHSTANDING ANYTHING IN THE FOREGOING PROVISIONS OF THIS SECTION 6 TO THE CONTRARY, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AT THE SOLE DISCRETION OF THE LENDERS, ANY AMOUNTS DUE TO THE PLEDGORS WITH RESPECT TO THE PLEDGED COLLATERAL SHALL BE PAYABLE IMMEDIATELY TO THE LENDERS AS IF THE LENDERS WERE IN THE PLEDGORS’ POSITION UNDER THE APPLICABLE ORGANIZATIONAL DOCUMENTS. EACH PLEDGOR SHALL TAKE ALL STEPS TO MAKE THE PLEDGED COLLATERAL AVAILABLE TO THE LENDERS AS REQUIRED BY THIS AGREEMENT. EACH PLEDGOR SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT TO ANY OTHER NECESSARY AGREEMENTS OR DOCUMENTS CONSENTING TO SUCH ARRANGEMENT.

Default. In the event that The following events shall be considered an "Event of Default": (i) Merchant becomes subject to any of the Account Parties: (A) Fails to perform any obligation required under this Agreement voluntary or any other agreement involuntary bankruptcy, insolvency, reorganization or document relating to liquidation proceeding, a receiver is appointed for Merchant, or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any Xxxxxxxx makes an assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they maturebecome due; or (ii) Merchant fails to pay or reimburse the fees, expenses or charges referenced herein when they become due; or (iii) Merchant is in default of any terms or conditions of this Agreement whether by reason of its own action or inaction or that of another; or (iv) Processor reasonably believes that there has been a material deterioration in Merchant's financial condition; or (v) any standby letter of credit, if and as may be required pursuant to Section 20, will be cancelled, will not be renewed, or is not in full force and effect; or (Gvi) Fails Merchant ceases to pay when duedo business as a going concern, upon acceleration or otherwisethere is a change in ownership of Merchant which changes the identity of any person or entity having, any other obligation to Issuerdirectly or indirectly, Issuer more than 30% of either the legal or beneficial ownership of Merchant. Upon the occurrence of an Event of Default, Processor may at such time or any time thereafter declareterminate this Agreement by giving Merchant written notice thereof. However, without demand except in instances where immediate termination is required by any Association or if Member Bank and/or Processor reasonably believe that the Event of Default poses material risk to either of them or involves a violation of applicable law, Merchant will have 30 days following Processor’s notice which are hereby expressly waivedto cure an Event of Default under Section (ii), all obligations and liabilities hereunder (iii), (iv) or (v) prior to be immediately due and payabletermination under this section. Termination of Merchant for any reason shall not relieve Merchant from any liability or obligation to Processor. If, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, prior to the payment date on which the then current term of this Agreement is scheduled to expire, either this Agreement is terminated by Processor as specifically permitted by this Agreement, or Merchant for any reason discontinues receiving the Services from Processor (except as may be specifically permitted by this Agreement), Merchant shall be liable to Processor for liquidated damages in an amount equal to the average monthly revenue (which does not include interchange and all obligations other Association fees) payable to Processor as a result of this Agreement for the three calendar months in which such revenue was the highest during the preceding 12 calendar months, or liabilities such shorter period if this Agreement has not been in effect for 12 months, multiplied by the number of months remaining during the Account Parties arising under then current term of this Agreement. Xxxxxxxx recognizes and agrees that the liquidated damages are fair and reasonable because it is not possible to establish the actual increase in volume and activity by Merchant during the term of this Agreement. Merchant shall also reimburse Processor for any damage, loss or expense incurred by Processor as a result of a breach by Merchant, including any damages set forth in any addendum and/or schedule and/or exhibit hereto and including all past due, unpaid and/or future invoices for services rendered by Processor in connection with this Agreement. All such amounts shall be due and payable by Merchant upon demand. Processor shall also have the option to require Merchant to reacquire all outstanding sales transactions acquired by Processor hereunder. In any such event Issuer shall have all addition to, and not in limitation of the remedies of a secured party under foregoing, Processor may refuse to provide the Uniform Commercial Code in effect Services in the State in which event it has not been paid for the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms Services as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstprovided herein.

Default. In the event that any (a) Each of the Account Partiesfollowing shall constitute an “Event of Default” hereunder: (Ai) Fails the occurrence of an Event of Default under the Loan Agreement; (ii) failure by any Pledgor to perform any obligation required material obligations under this Agreement or under any other agreement for borrowed money between any Pledgor and the Bank or document relating by any Pledgor in favor of the Bank, time being of the essence (subject, however, to any applicable notice and cure periods); (iii) failure by any Pledgor to perform any material obligations under any Guaranty (as defined in the Loan Agreement), executed by any Pledgor in favor of the Bank; (iv) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower or any Pledgor; (v) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Pledgor or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under connection with this Agreement, (C) Makes including warranties in this Agreement and including any assignment for the benefit of creditorsomission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, (D) Permits statement, representation, warranty or consents audit furnished to the filing Bank; or (vi) any attachment or levy against the Collateral or any other occurrence that inhibits the Bank’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Bank may exercise such remedies and rights as are available hereunder, under the Loan Agreement, the Guaranties (as defined in the Loan Agreement) or otherwise (including without limitation, acceleration of the Secured Obligations or any part thereof). This paragraph is not intended to affect or impair any rights of the Bank with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any voluntary or involuntary petition in bankruptcy by or against any one Event of Default, the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, Bank’s rights with respect to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Collateral shall have all of the remedies be those of a secured party under the Uniform Commercial Code UCC and any other applicable law in effect from time to time. The Bank shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between each Pledgor and the Bank. If requested by the Bank after the occurrence of an Event of Default, the Pledgors will assemble all Documents, Instruments, Chattel Paper and any other records relating to the Collateral and make it available to the Bank at a place to be designated by the Bank. (d) The Pledgors agree that any notice by the Bank of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the UCC or otherwise, shall constitute reasonable notice to the Pledgors if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to each Pledgor’s address as specified in this Agreement or to any other address that any Pledgor has specified in writing to the Bank as the address to which notices shall be given to such Pledgor. (e) The Pledgors shall pay all costs and expenses incurred by the Bank in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, appeal or otherwise and, to the extent of each Pledgor’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the State in which event the principal office Proceeds of disposition of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to sell and assign require the whole of Bank to proceed against the Property, Collateral or any part thereof then constituting security pursuant before or as a condition to the pursuit of any of the terms hereof, at any public or private sale, at such time its other rights and place and upon such terms as Issuer may deem proper and remedies with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) respect to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstSecured Obligations.

Default. In (a) Upon breach by the event that Developer of any covenant, term, condition or requirement of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any or upon the Developer becoming insolvent or making an assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedTown, at its option, to apply may declare that the Developer is in default. (or hold available b) Notice of such default ("Notice of Default") shall be given by the Town and if the Developer does not remedy such default within such time as provided in escrowthe notice, the Town may declare that the Developer is in final default under this Agreement and shall then forthwith give notice of final default ("Notice of Final Default") the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, thereof to the payment Developer. (c) Upon Notice of Default having been given, the Town may require all work by the Developer, their servants, agents, independent contractors and sub-contractors to cease (other than any work necessary to remedy such default) until such default has been remedied and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which event of final default, may require all work as aforesaid to cease. (d) Upon Notice of Final Default having been given to the principal office of Developer, the Issuer is located and Issuer is hereby authorized and empowered Town may, at its option, at adopt or pursue any time or times thereafter, to sell and assign the whole all of the Propertyfollowing remedies, but shall not be bound to do so: (i) Enter upon the Lands shown on the Plan by its servants, agents and contractors and complete any work, services repairs or maintenance wholly or in part required herein to be done by the Developer and collect the cost thereof from the Developer and/or enforce any security available to it; (ii) Make any payment which out to have been made by the Developer and upon demand collect the amount thereof from the Developer and/or enforce any security available to it; (iii) Retain any sum of money heretofore paid by the Developer to the Town for any purpose and apply the same in payment or part payment for any work which the Town may undertake; (iv) Assume any work or services at its option, whether the same are completed or not, and thereafter the Developer shall have no claim or title hereto or remuneration therefor; (v) Bring action to compel specific performance of all or any part thereof then constituting security pursuant of this Agreement or for damages; (vi) Add any costs incurred by the Town to the tax collector's roll for the Lands and collect such costs by action or in like manner as municipal real property taxes; or (vii) Exercise any of other remedy granted to the Town under the terms hereof, at any public of this Agreement or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) available to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of Town in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstlaw.

Default. (a) In the event that any of that: (i) Tenant shall fail to pay when due the Account Parties: (A) Fails to perform any obligation required under this Agreement Rent or any other agreement sums payable hereunder when due and such failure remains uncured for five (5) days after Landlord delivers a default notice to Tenant for such failure to pay rent; or (ii) any petition in bankruptcy shall be filed by Tenant or document relating any guarantor hereof or other petition or proceeding shall be filed or commenced by Tenant or any guarantor hereof to declare Tenant insolvent, or evidencing a security interest in to delay, reduce or modify Tenant’s or any Property granted such guarantor’s debts or obligations, or Tenant or any such guarantor admits its inability to Issuerpay its debts, (B) Fails to make or Tenant or any payment or perform any other obligations under this Agreement, (C) Makes any such guarantor makes an assignment for the benefit of creditors; or (iii) any bankruptcy petition or proceeding shall be filed against Tenant or any guarantor hereof or to otherwise declare Tenant or any guarantor hereof bankrupt or insolvent or to delay, reduce or modify Tenant’s or any such guarantor’s debts or obligations or a receiver, trustee or other similar type of appointment or court appointee or nominee is appointed for Tenant or any such guarantor or any of the property of Tenant or any such guarantor, and such petition, appointment or proceeding is not dismissed within sixty (D60) Permits days after it is commenced; or (iv) the leasehold interest of Tenant is levied upon or consents to attached by process of law, including the filing of any voluntary mechanic’s lien, and such levy, lien, or involuntary petition in bankruptcy by attachment is not dissolved within thirty (30) days after it is made; or (v) Tenant shall abandon the Leased Premises during the Lease Term; or (vi) Tenant shall assign this Lease or against sublet any one portion of the Account PartiesLeased Premises, or attempt to do either of the foregoing, in violation of this Lease; or (Evii) Applies for Tenant violates or fails to observe or comply with any Laws applicable to the appointment Leased Premises, Tenant’s use thereof, or Tenant's operations, activities or conduct of business at or from the Leased Premises; or (viii) any other event, occurrence, act, or omission described in any provision of this Lease as constituting a receiver “default” or an “Event of Default” occurs; (ix) Tenant shall neglect or fail to perform or observe any of the assets other covenants, terms, provisions or conditions contained in this Lease and, if the neglect or failure is capable of being cured, such neglect or failure continues for more than thirty (30) days after written notice thereof (provided, however, that if such neglect or failure is capable of being cured, but is not capable of being cured within said thirty (30) day period, then Tenant shall have such additional period of time, not to exceed an additional sixty (60) days, as is reasonably necessary to cure the same provided Tenant commences to cure within said thirty (30) day period and diligently and continuously prosecutes the cure to completion); or (x) there is a default by Tenant under (A) that certain Lease Agreement of even or near date herewith between Tenant and 000 Xxxx Xxxxxx, LLC pertaining to property located in the Town of Paris, County of Oxford, and State of Maine; and/or (B) that certain Lease Agreement of even or near date herewith between Tenant and 56 Mechanic Falls Road, LLC, pertaining to property located in the Town of Oxford, County of Oxford, and State of Maine, and any such default continues beyond the expiration of applicable notice and cure periods (if any), then, and in any of said cases (notwithstanding any license of any former breach of covenant or waiver of the Account Partiesbenefit hereof or consent in a former instance), (F) Becomes insolventand without limitation of any other remedies that might be available to Landlord under this Lease, at law, or ceasesin equity, becomes unable Landlord lawfully may, immediately or admits at any time thereafter, terminate this Lease by sending written notice of termination to Tenant, or, subject to compliance with applicable Laws, enter into and upon the Leased Premises or any part thereof in writing the name of the whole and repossess the same as of its inability former estate, and expel Tenant and those claiming through or under it and remove it or their effects without being deemed guilty of any manner of trespass, in each case without prejudice to any rights or remedies which might otherwise be available to Landlord for collection of Rent and other damages for breach of covenant, and upon entry as aforesaid or upon sending of such notice, this Lease shall terminate. (b) Without limiting other remedies of Landlord at law or in equity for any breach of or on account of termination of this Lease, Tenant covenants that in case of such termination under sub-section (a) of this Section, Tenant shall pay its debts as they matureto Landlord the unpaid Rent owed to Landlord through the time of termination, plus interest thereon at the rate of 18% per annum from the date the same was due until paid; and (ii) at the election of Landlord, either: (1) the present value of a sum which, at the time of such termination of this Lease is equal to (A) the aggregate of the Rent which would have been payable by Tenant for the period commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant; minus (B) the fair market rental value of the Leased Premises (after deducting reasonable projections for Landlord’s costs and expenses of re-letting the Leased Premises, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Leased Premises to suit the new tenant); or (G2) Fails for the period of time commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant hereunder, the difference, if any, between the Rent which would have been due had there been no such termination and the amount being received by Landlord as rent from a replacement Tenant of Leased Premises, if any. In addition, Tenant shall pay to pay when dueLandlord all costs and expenses of such re-letting, upon acceleration including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwiseotherwise altering the Leased Premises to suit the new tenant. (c) If Tenant shall default in the performance or observance of any covenant, any other obligation to Issueragreement, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder condition in this Lease contained on its part to be immediately due performed or observed and payableshall not cure any such default as provided herein, and Issuer is authorizedLandlord may, at its option, to apply (without waiving any claim for damages or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one right or remedy for breach of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionLease, at any time or times thereafter, cure such default. Any amount paid or any liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to sell immediately reimburse Landlord therefor, as additional Rent. (d) Tenant shall pay all reasonable attorneys’ fees incurred by Landlord in connection with the enforcement of Tenant’s obligations under this Lease. (e) Landlord shall in no event be in default in the performance of any of its obligations hereunder unless and assign until Landlord shall have failed to perform, or failed diligently to attempt to perform, such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. (f) In no event shall Landlord be liable to Tenant for incidental, consequential, or punitive damages in connection with any matter arising out of this Lease or the whole Leased Premises. Without in any way limiting or impairing the effect of the Propertyother provisions of this Lease, Tenant shall neither assert nor seek to enforce any claim arising out of this Lease or out of the use or occupancy of the Leased Premises against Landlord, its shareholders, directors, officers, employees, or agents, or any part thereof then constituting security pursuant of its or their assets other than the value of Landlord’s interest in the Leased Premises and Tenant agrees to look solely to such interest and insurance coverage for the satisfaction of any claim arising out of this Lease or out of the terms hereof, at any public use or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all occupancy of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstLeased Premises.

Default. In the event that any of the Account Parties(each a "Default") of: (Ai) Fails failure by Customer to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (Ba) Fails to make any payment or perform any other obligations under this Agreement, including, without limitation, the failure to maintain Adequate Margin in the Special Custody Account as herein required, or (Cb) Makes any assignment for under the benefit of creditorsMargin Agreement, including, without limitation, the failure to return to Broker, in a timely manner (Das specified in the Margin Agreement and/or the Margin Rules) Permits or consents identical securities to the filing ones previously borrowed from or through Broker by Customer to conduct a Short Sale (whether or not Customer has received notice of any voluntary or involuntary petition in bankruptcy by or against any one such recall, provided that the Broker has complied with the terms of the Account Parties, Margin Agreement and the Margin Rules); (Eii) Applies for the appointment of a receiver material breach by Customer of any of its representations, warranties or covenants contained in Section 8 hereof; or (iii) Customer's Insolvency, then, upon any such Default, Broker shall have the assets right to: (1) Effect a Closing Transaction for or a buy-in of any Securities. (2) Remove any Collateral or other assets from the Special Custody Account and register such Collateral or other assets in Broker's name or in the name of the Account PartiesBroker's Financial Intermediary, Securities Intermediary, agent or nominee (Fnot including Custodian) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declareof their nominees; (3) Remove any Collateral or other assets from the Special Custody Account in order to exercise any voting, without demand conversion, registration, purchase or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds other Rights of a holder of any Property Collateral or other collateral assetsassets in the Special Custody Account, and any reasonable expense of such exercise shall be deemed to be an expense of preserving the value of such Collateral and shall constitute a Secured Obligation hereunder; (4) Remove any Collateral or other sums due assets from Issuer the Special Custody Account in order to collect, including by legal action, any one of the Account Partiesnotes, to checks or other instruments for the payment of money included in the Collateral or other assets in the Special Custody Account and compromise or settle with any obligor of such instruments; and (5) Remove any Collateral or other assets from the Special Custody Account in order to exercise any and all obligations rights and remedies provided under the Margin Agreement, Revised Article 8 and Revised Article 9 (or liabilities any other applicable Articles of the Account Parties arising NYUCC) or otherwise available to the Broker under this Agreementapplicable law. In Broker shall not sell any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect Collateral or other assets held in the State Special Custody Account until and unless there has been a Default, as defined above. Moreover, Broker shall not be entitled to exercise any right in which (2) through (5) above, and Broker shall not be entitled to instruct Custodian to transfer any Collateral or other assets in the Special Custody Account to Broker or any entity claiming through Broker, except upon providing Custodian an Advice from Broker, stating that the conditions precedent to Broker's right to receive Collateral (including without limitation all proceeds thereof) and all other assets in the Special Custody Account free of payment have occurred. Upon receiving such an Advice from Broker, Custodian shall promptly deliver such Collateral and other assets free of payment to Broker. Custodian shall also provide prompt telephone notice to Customer of any receipt by Custodian of such an Advice from Broker (Custodian's failure to contact Customer, however, shall not prohibit such delivery of Collateral and other assets to Broker). Each sale or purchase of Collateral or other assets may be made according to Broker's judgment and may be made at Broker's discretion, on the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time exchange or times thereafter, to sell and assign the whole of the Propertyother market on which such Collateral or other assets normally trades, or any part thereof then constituting security pursuant to any of in the terms hereofevent such principal exchange or market is closed, at any public in a manner commercially reasonable for selling such Collateral or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstassets.

Default. (a) In the event that any of the Account Parties: (A) Fails Pledgor fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents pay to the filing Pledgee any Obligation when due or there shall otherwise occur an Event of any voluntary or involuntary petition Default (as defined in bankruptcy by or against any one of the Account PartiesNote) ("Default"), (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Pledgee shall have all of the rights and remedies of a afforded to secured party under parties with respect to the Uniform Commercial Code in effect Collateral as set forth in the State Code as well as all other rights and remedies granted in which the principal office Note and this Agreement. Without limiting the generality of the Issuer is located foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and Issuer is each of which demands, defenses, advertisements and notices are hereby authorized waived), may in such circumstances forthwith collect, receive, appropriate and empowered at its option, at any time or times thereafter, to sell and assign realize upon the whole of the PropertyCollateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof then constituting security pursuant (or contract to do any of the terms hereofforegoing), in one or more parcels at any public or private salesale or sales, at such time and place and upon such terms and conditions and at such prices as Issuer it may deem proper and with advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee shall have the right in Issuer upon any such public sale or sales, and, to be the purchaser at extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the net proceeds of any such sale andor other disposition, after deducting all legal and other reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any saleof the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to apply the net proceeds satisfaction in whole or in part of the Obligations, in such sale(s) to order as the Pledgee may elect and only after such application and after the payment by the Pledgee of all any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the Bank Liabilities. The residueCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Pledgor and Xxxxxxx Xxxxxxxxx. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all of the Obligations and any and all costs and expenses of every kind incurred by the Pledgee with respect to the collection of such deficiency, including, without limitation, all reasonable fees and disbursements of any attorneys employed by the Pledgee. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent upon the pursuit by the Pledgee of any right or remedy against the Pledgor, any other Property constituting security remaining after satisfaction person which may be or become liable in respect of all or any part of the Bank Liabilities Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be returned liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with Collateral or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstpart thereof.

Default. In A. Upon the event that any occurrence and during the continuance of an Event of Default, the Account Parties: (A) Fails Lender shall have, in addition to perform any obligation required under this Agreement or any other agreement rights given by law or document relating to the rights hereunder or evidencing a security interest in any Property granted to Issuerthe Financing Documents, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the rights and remedies with respect to the Pledged Collateral of a secured party under the Uniform Commercial Code Code. In addition, with respect to the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into the possession or custody of the Lender, the Lender may sell the Pledged Collateral or any part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit (without assumption of any credit risk) or for future delivery, and at such price or prices as the Lender may deem satisfactory. Lender may be the purchaser of any or all of the Pledged Collateral so sold at any public sale (or, if the Pledged Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). B. The Pledgor recognizes that the Lender may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral or any other securities constituting Pledged Collateral and that the Lender may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Lender is authorized, in connection with any sale of the Pledged Collateral, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Shares to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Shares, (ii) to cause to be placed on certificates for any or all of the Shares or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Lender deems necessary or advisable in order to comply with said Act or any other law. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Lender shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. C. The Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any sale hereunder may be made in compliance with law. D. Upon any sale hereunder the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Pledged Collateral so sold. Each purchaser at such sale shall hold the Pledged Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor which may be waived, and the Pledgor, to the extent permitted by law, hereby specifically waive all rights of redemption, stay or appraisal which they have or may have under any law now existing or hereafter adopted. E. Unless the Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Lender will give the Pledgor 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 is to be made. Any requirements of reasonable notice shall be met if such notice is sent to the Lender in conformity with Section 23 hereof, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived. The notice (if any) of any sale hereunder shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the State case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in which the principal office notice of such sale. At any such sale the Issuer is located Pledged Collateral may be sold in one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and Issuer is hereby authorized place fixed for the sale, and empowered at its option, such sale may be made at any time or times thereafter, place to sell and assign which the whole same may be so adjourned. In case of any sale of all or any part of the PropertyPledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. The Lender, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interest granted under this Agreement and sell the Pledged Collateral, or any part thereof then constituting security pursuant to any portion thereof, under a judgment or decree of the terms hereof, at any public a court or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses courts of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstcompetent jurisdiction.

Default. In If Pledgor (a) defaults in the event that any payment of the Account Parties: principal under the Note when it becomes due (Awhether upon demand, acceleration or otherwise) Fails to perform any obligation required under this Agreement or any other agreement event of default under the Note or document relating to this Agreement occurs (including, without limitation, the bankruptcy or evidencing a security interest in any Property granted to Issuer, (Binsolvency of Pledgor) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (Gb) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available defaults in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of interest or any other amount related to the Note, the Company may (following five (5) days notice to Executive, during which the default is not cured) exercise any and all obligations or liabilities the rights, powers and remedies of any owner of the Account Parties arising under this Agreement. In Pledged Interest (including the right to vote the Pledged Interest and receive any distributions with respect to such event Issuer Pledged Interest) and shall have and may exercise without demand any and all of the rights and remedies of granted to a secured party upon default under the Uniform Commercial Code in effect in of New York or otherwise available to the State in which Company under applicable law. Without limiting the principal office foregoing, after the occurrence of and during the Issuer continuance of a default, the Company is located authorized to sell, assign and Issuer is hereby authorized and empowered deliver at its optiondiscretion, at any from time or times thereafterto time, to sell and assign the whole of the Property, all or any part thereof then constituting security pursuant to any of the terms hereof, Collateral at any private sale or public or private saleauction, on not less than ten days written notice to Pledgor, at such time and place price or prices and upon such terms as Issuer the Company may deem proper advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and with the right in Issuer to be become the purchaser at of, the whole or any part of the Pledged Interest offered for sale. In case of any such sale andsale, after deducting all legal the costs, attorneys' fees and other costs and expenses of any salesale and delivery, to apply the net remaining proceeds of such sale(s) sale shall be applied to the principal of and accrued interest on the Note and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment of all in full of the Bank Liabilities. The residueindebtedness evidenced by the Note, if any, the balance of the proceeds of sale and any other Property constituting security then remaining after satisfaction of the Bank Liabilities shall be returned paid to Pledgor and Pledgor shall be entitled to the respective Account Parties unless otherwise disposed return of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any Pledged Interest remaining in the hands of the Bank Liabilities and/or Company. Pledgor shall be liable for any offset thereagainstdeficiency (to the extent liable therefor under the Note) if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. In the event that any Any one of the Account Parties: following occurrences shall constitute an "Event of Default" under this Unsecured Revolving Credit Note provided that Lender shall be required to give written notice of same: (Aa) Fails The failure of Borrower to repay all outstanding Principal on or before the Maturity Date or timely deliver Shares upon a Conversion; (b) The failure of Borrower to promptly perform any obligation required under of Borrower under, a breach of, or the existence of an Event of Default as defined in this Agreement Note, or any other agreement note, debt or document relating claim owed by Borrower to or evidencing a security interest in any Property granted to Issuer, Lender; or (Bc) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes Borrower becomes insolvent, bankrupt or ceases, becomes unable generally fails to pay its debts as such debts become due; is adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts as they maturedebts; or shall suffer a custodian, receiver or trustee for it or substantially all of its property to be appointed and if appointed without its consent, not be discharged within sixty (60) consecutive days; makes an assignment for the benefit of creditors; or suffers proceedings under any law related to bankruptcy, insolvency, liquidation or the reorganization, readjustment or the release of debtors to be instituted against it and if contested by it not dismissed or stayed within sixty (60) consecutive days; if proceedings under any law related to bankruptcy, insolvency, liquidation, or (G) Fails to pay when duethe reorganization, upon acceleration readjustment or otherwise, the release of debtors is instituted or commenced by or against Borrower; if any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer order for relief is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant entered relating to any of the terms hereofforegoing proceedings; if Borrower shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or if Borrower shall by any act or failure to act indicate its consent to, at any public approval of or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right acquiescence in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstforegoing.

Default. (a) In the event that any of the Account Parties: (A) Fails Pledgor fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents pay to the filing Pledgee any Obligation when due or there shall otherwise occur an Event of any voluntary or involuntary petition Default (as defined in bankruptcy by or against any one of the Account PartiesNote) ("Default"), (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Pledgee shall have all of the rights and remedies of a afforded to secured party under parties with respect to the Uniform Commercial Code in effect Collateral as set forth in the State Code as well as all other rights and remedies granted in which the principal office Note and this Agreement. Without limiting the generality of the Issuer is located foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and Issuer is each of which demands, defenses, advertisements and notices are hereby authorized waived), may in such circumstances forthwith collect, receive, appropriate and empowered at its option, at any time or times thereafter, to sell and assign realize upon the whole of the PropertyCollateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof then constituting security pursuant (or contract to do any of the terms hereofforegoing), in one or more parcels at any public or private salesale or sales, at such time and place and upon such terms and conditions and at such prices as Issuer it may deem proper and with advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee shall have the right in Issuer upon any such public sale or sales, and, to be the purchaser at extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. The Pledgee shall apply any proceeds from time to time held by it and the net proceeds of any such sale andor other disposition, after deducting all legal and other reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any saleof the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to apply the net proceeds satisfaction in whole or in part of the Obligations, in such sale(s) to order as the Pledgee may elect and only after such application and after the payment by the Pledgee of all any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the Bank Liabilities. The residueCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the proceeds lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Pledgor and Xxxxx Xxxx. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and agrees that any such private sale under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to use his best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Collateral pursuant to this section valid and binding and in compliance with any and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall not be conditioned or contingent upon the pursuit by the Pledgee of any right or remedy against the Pledgor, any other Property constituting security remaining after satisfaction person which may be or become liable in respect of all or any part of the Bank Liabilities Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Pledgee nor any of its affiliates or representatives shall be returned liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Pledgee be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other person or to take any other action whatsoever with regard to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with Collateral or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstpart thereof.

Default. (a) In the event that any of that: (i) Tenant shall fail to pay when due the Account Parties: (A) Fails to perform any obligation required under this Agreement Rent or any other agreement sums payable hereunder when due and such failure remains uncured for five (5) days after Landlord delivers a default notice to Tenant for such failure to pay rent; or (ii) any petition in bankruptcy shall be filed by Tenant or document relating any guarantor hereof or other petition or proceeding shall be filed or commenced by Tenant or any guarantor hereof to declare Tenant insolvent, or evidencing a security interest in to delay, reduce or modify Tenant’s or any Property granted such guarantor’s debts or obligations, or Tenant or any such guarantor admits its inability to Issuerpay its debts, (B) Fails to make or Tenant or any payment or perform any other obligations under this Agreement, (C) Makes any such guarantor makes an assignment for the benefit of creditors; or (iii) any bankruptcy petition or proceeding shall be filed against Tenant or any guarantor hereof or to otherwise declare Tenant or any guarantor hereof bankrupt or insolvent or to delay, reduce or modify Tenant’s or any such guarantor’s debts or obligations or a receiver, trustee or other similar type of appointment or court appointee or nominee is appointed for Tenant or any such guarantor or any of the property of Tenant or any such guarantor, and such petition, appointment or proceeding is not dismissed within sixty (D60) Permits days after it is commenced; or (iv) the leasehold interest of Tenant is levied upon or consents to attached by process of law, including the filing of any voluntary mechanic’s lien, and such levy, lien, or involuntary petition in bankruptcy by attachment is not dissolved within thirty (30) days after it is made; or (v) Tenant shall abandon the Leased Premises during the Lease Term; or (vi) Tenant shall assign this Lease or against sublet any one portion of the Account PartiesLeased Premises, or attempt to do either of the foregoing, in violation of this Lease; or (Evii) Applies for Tenant violates or fails to observe or comply with any Laws applicable to the appointment Leased Premises, Tenant’s use thereof, or Tenant's operations, activities or conduct of business at or from the Leased Premises; or (viii) any other event, occurrence, act, or omission described in any provision of this Lease as constituting a receiver “default” or an “Event of Default” occurs; (ix) Tenant shall neglect or fail to perform or observe any of the assets other covenants, terms, provisions or conditions contained in this Lease and, if the neglect or failure is capable of being cured, such neglect or failure continues for more than thirty (30) days after written notice thereof (provided, however, that if such neglect or failure is capable of being cured, but is not capable of being cured within said thirty (30) day period, then Tenant shall have such additional period of time, not to exceed an additional sixty (60) days, as is reasonably necessary to cure the same provided Tenant commences to cure within said thirty (30) day period and diligently and continuously prosecutes the cure to completion); or (x) there is a default by Tenant under (A) that certain Lease Agreement of even or near date herewith between Tenant and 000 Xxxxxxxxx Xxxx, LLC pertaining to property located in the Town of Waterford, County of Oxford, and State of Maine; and/or (B) that certain Lease Agreement of even or near date herewith between Tenant and 56 Mechanic Falls Road, LLC pertaining to property located in the Town of Oxford, County of Oxford, and State of Maine, and any such default continues beyond the expiration of applicable notice and cure periods (if any), then, and in any of said cases (notwithstanding any license of any former breach of covenant or waiver of the Account Partiesbenefit hereof or consent in a former instance), (F) Becomes insolventand without limitation of any other remedies that might be available to Landlord under this Lease, at law, or ceasesin equity, becomes unable Landlord lawfully may, immediately or admits at any time thereafter, terminate this Lease by sending written notice of termination to Tenant, or, subject to compliance with applicable Laws, enter into and upon the Leased Premises or any part thereof in writing the name of the whole and repossess the same as of its inability former estate, and expel Tenant and those claiming through or under it and remove it or their effects without being deemed guilty of any manner of trespass, in each case without prejudice to any rights or remedies which might otherwise be available to Landlord for collection of Rent and other damages for breach of covenant, and upon entry as aforesaid or upon sending of such notice, this Lease shall terminate. (b) Without limiting other remedies of Landlord at law or in equity for any breach of or on account of termination of this Lease, Tenant covenants that in case of such termination under sub-section (a) of this Section, Tenant shall pay its debts as they matureto Landlord the unpaid Rent owed to Landlord through the time of termination, plus interest thereon at the rate of 18% per annum from the date the same was due until paid; and (ii) at the election of Landlord, either: (1) the present value of a sum which, at the time of such termination of this Lease is equal to (A) the aggregate of the Rent which would have been payable by Tenant for the period commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant; minus (B) the fair market rental value of the Leased Premises (after deducting reasonable projections for Landlord’s costs and expenses of re-letting the Leased Premises, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Leased Premises to suit the new tenant); or (G2) Fails for the period of time commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant hereunder, the difference, if any, between the Rent which would have been due had there been no such termination and the amount being received by Landlord as rent from a replacement Tenant of Leased Premises, if any. In addition, Tenant shall pay to pay when dueLandlord all costs and expenses of such re-letting, upon acceleration including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwiseotherwise altering the Leased Premises to suit the new tenant. (c) If Tenant shall default in the performance or observance of any covenant, any other obligation to Issueragreement, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder condition in this Lease contained on its part to be immediately due performed or observed and payableshall not cure any such default as provided herein, and Issuer is authorizedLandlord may, at its option, to apply (without waiving any claim for damages or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one right or remedy for breach of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionLease, at any time or times thereafter, cure such default. Any amount paid or any liability incurred by Landlord in so doing shall be deemed paid or incurred for the account of Tenant, and Tenant agrees to sell immediately reimburse Landlord therefor, as additional Rent. (d) Tenant shall pay all reasonable attorneys’ fees incurred by Landlord in connection with the enforcement of Tenant’s obligations under this Lease. (e) Landlord shall in no event be in default in the performance of any of its obligations hereunder unless and assign until Landlord shall have failed to perform, or failed diligently to attempt to perform, such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. (f) In no event shall Landlord be liable to Tenant for incidental, consequential, or punitive damages in connection with any matter arising out of this Lease or the whole Leased Premises. Without in any way limiting or impairing the effect of the Propertyother provisions of this Lease, Tenant shall neither assert nor seek to enforce any claim arising out of this Lease or out of the use or occupancy of the Leased Premises against Landlord, its shareholders, directors, officers, employees, or agents, or any part thereof then constituting security pursuant of its or their assets other than the value of Landlord’s interest in the Leased Premises and Tenant agrees to look solely to such interest and insurance coverage for the satisfaction of any claim arising out of this Lease or out of the terms hereof, at any public use or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all occupancy of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstLeased Premises.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required Borrower shall be in default under this Agreement or any and under each of the other agreement or document relating to or evidencing a security interest Loan Documents if Borrower shall default in any Property granted to Issuer, (B) Fails to make any the payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary amounts due and owing under the Loan or involuntary petition in bankruptcy by or against should Borrower, either Guarantor, any one Letter of the Account PartiesCredit Sponsor, (E) Applies for the appointment of a receiver and/or any pledgor of any of the assets of Collateral fail(s) to timely and properly observe, keep or perform any of the Account Partiesterm, (F) Becomes insolventcovenant, agreement or ceases, becomes unable condition in any Loan Document or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation loan agreement, promissory note, security agreement, deed of trust, deed to Issuersecure debt, Issuer may at such time or any time thereafter declaremortgage, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property assignment or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the contract securing or evidencing payment of any and all obligations indebtedness of Borrower to Lender or liabilities any affiliate or subsidiary of Bank of America Corporation, if any such failure is not cured within any applicable cure period. In addition, an event of default under the Account Parties arising Senior Loan Agreement shall constitute a default under this Agreement. In any such event Issuer shall have all By their respective joinders herein, the Guarantor, each Letter of Credit Sponsor and Magellan each acknowledges and agrees as follows: (i) they consent to the terms of the remedies Loan Documents, including this Agreement; (ii) in the event the Guarantor, any Letter of a secured party Credit Sponsor, and/or Magellan fail to make its pro-rata portion of the first payment due under the Uniform Commercial Code in effect in Note into the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered Aggregation Account at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(sleast five (5) days prior to the date the payment is due from Borrower to Lender (and/or fail to make the balloon payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale principal and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of theminterest as and when due, or otherwise deal with instruct Lender to liquidate their respective Collateral to be applied to the payments due under the Note in lieu of an actual payment being made), then such failure shall constitute an event of default by the Guarantor, each Letter of Credit Sponsor and Magellan under the Collateral and Lender may, without further notice, proceed immediately to pursue all remedies thereunder notwithstanding whether any Property default by whomsoever pledgedthe Borrower then exists under the Loan Documents; (iii) the Lender may pursue all rights and remedies against the Collateral notwithstanding any terminology in the Loan Documents which may provide that the payments due from the Borrower to the Lender are: (x) subordinated to BlueCrest; and/or (y) “suspended” or other similar terminology; (iv) Guarantor, mortgaged each Letter of Credit Sponsor and Magellan are ultimately responsible to make payments to the Aggregation Account and/or to the Lender directly and/or to instruct Lender to liquidate their respective Collateral to cause the payments to be timely made under the Note notwithstanding the “Borrower Payment Suspension” (as defined in the Note) or subjected any other failure and/or restriction on the Borrower’s payment under the Note, regardless of any lack of payment by the Borrower to a security interest to secure directly or indirectly any the Lender directly; and (v) all obligations of the Bank Liabilities Guarantor to Magellan, each Letter of Credit Sponsor and/or any offset thereagainstthe Borrower and all obligations of Magellan to Guarantor , each Letter of Credit Sponsor and/or the Borrower are subordinated in terms of payment and priority to the interests of Lender until the Indebtedness is paid in full.

Default. In Section 4.1 The occurrence of any “Event of Default” (as described in the event that Note), including without limitation the expiration of any applicable grace period (an “Event of Default”), shall, automatically (as described in the Note), or at the option of BOK, make all amounts then remaining unpaid on the Obligations immediately due and payable, and the liens, encumbrances and security interests evidenced or created hereby shall be subject to foreclosure in any manner provided for herein or provided for by law. Section 4.2 Upon the occurrence and during the continuance of any Event of Default, BOK may elect to treat the fixtures included in the Collateral either as real property or as personal property, but not as both, and proceed to exercise such rights as apply to the type of property selected. Section 4.3 Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights and remedies herein conferred, BOK shall have all of the rights and remedies of a mortgagee under a mortgage with respect to all of the Collateral. This Instrument shall be effective as a mortgage, and, upon the occurrence of an Event of Default, may be foreclosed as to any of the Account Parties: (A) Fails Collateral in any manner permitted by applicable law, and any foreclosure suit nay be brought by BOK. The provisions set forth in this Section 4.3 shall not in any way limit any other provision of this Instrument. BOK shall, to perform any obligation required under this Agreement the extent permitted by applicable law, have the right and power, but not the obligation, to enter upon and take immediate possession of the real property included in the Collateral or any other agreement or document relating part thereof, to or evidencing a security interest in any Property granted exclude Mortgagor therefrom, to Issuerhold, (B) Fails use, operate, manage and control such real property, to make all such repairs, replacements, alterations, additions and improvements to the same as BOK may deem proper, to demand, collect and retain all other earnings, proceeds and other sums due or to become due with respect to such real property, accounting for and applying to the payment of the Obligations only the net earnings arising therefrom after charging against the receipts therefrom all costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at an annual rate which equals the default rate of interest payable on overdue principal, as described in the Note, as fully and effectually as if BOK were the absolute owner of such real property and without any payment liability to Mortgagor in connection therewith. Section 4.4 Upon the occurrence and during the continuance of any Event of Default, BOK, in lieu of or perform in addition to exercising any other obligations under this Agreementpower, (C) Makes any assignment right or remedy herein granted or by law or equity conferred, may proceed by an action or actions in equity or at law for the benefit seizure and sale of creditorsthe real property included in the Collateral or any part thereof, (D) Permits or consents to for the filing specific performance of any voluntary covenant or involuntary petition agreement herein contained or in bankruptcy by or against any one aid of the Account Partiesexecution of any power, (E) Applies right or remedy herein granted or by law or equity conferred, for the foreclosure or sale of such real property or any part thereof under the judgment or decree of any court of competent jurisdiction, for the appointment of a receiver pending any foreclosure hereunder or the sale of such real property or any part thereof or for the enforcement of any of other appropriate equitable or legal remedy. Section 4.5 upon the assets occurrence and during the continuance of any Event of the Account PartiesDefault, (F) Becomes insolventin addition to all other powers, rights and remedies herein granted or ceasesby law or equity conferred, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer BOK shall have all of the rights and remedies of a an assignee and secured party under granted by applicable law, including the Uniform Commercial Code in effect Code, and shall, to the extent permitted by applicable law, have the right and power, but not the obligation, to take possession of the personal property included in the State in Collateral, and for that purpose BOK may enter upon any premises on which the principal office any or all of the Issuer such personal property is located and Issuer take possession of and operate such personal property or remove the same therefrom. BOK may require Mortgagor to assemble such personal property and make it available to BOK at a place to be designated by BOK which is hereby authorized reasonably convenient to both parties. The following presumptions shall exist and empowered at shall be deemed conclusive with regard to the exercise by BOK of any of its optionremedies with respect to personal property: (a) If notice is required by applicable law, at five days’ prior written notice of the time and place of any public sale or of the time after which any private sale or times thereafterany other intended disposition thereof is to be made shall be reasonable notice to Mortgagor. No such notice is necessary if such property is perishable, threatens to decline speedily in value or is of a type customarily sold on a recognized market. (b) Without in any way limiting the right and authority of BOK to sell and assign or otherwise dispose of Collateral in a commercially reasonable manner, the whole following, or any of them, shall be considered commercially reasonable: (1) BOK may hold a public sale of the PropertyCollateral in Denver, Colorado, or Houston, Texas, after having provided Mortgagor with five days’ notice of such sale and after having published notice of such sale by an advertisement in such publication as may be permitted or required under applicable state law, as BOK determines to be appropriate (which advertisement may be placed in the “classified” section), for a period of not less than five consecutive issues commencing not more than ten days prior to the sale; (2) the Collateral may be sold for cash; and (3) BOK or any other person owning, directly or indirectly, any interest in any of the Obligations may be a purchaser at such sale. Section 4.6 Upon the occurrence and during the continuance of any Event of Default, BOK may, with respect to all or any portion of the Collateral, subject to any mandatory requirements of applicable law, sell or have sold the real property or interests therein included in the Collateral or any part thereof then constituting security pursuant at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by law or by this Instrument, or, in the absence of any such requirement, as BOK may deem appropriate. BOK may postpone the sale of such real property or interests therein or any part thereof by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at the time of sale fixed by the preceding postponement. Sale of a part of such real property or interests therein or any defective or irregular sale hereunder will not exhaust the power of sale, and sales may be made from time to time until all such property is sold without defect or irregularity or the Obligations are paid in full. BOK shall have the right to appoint one or more attorneys—in—fact to act in conducting the foreclosure sale and executing a deed to the purchaser. It shall not be necessary for any of the terms hereof, Collateral at any public such sale to be physically present or private saleconstructively in the possession of BOK. Section 4.7 BOK or any other person owning, at such time and place and upon such terms as Issuer may deem proper and with directly or indirectly, any interest in any of the Obligations shall have the right in Issuer to be become the purchaser at any sale made pursuant to the provisions of this Article v and shall have the right to credit upon the amount of the bid made therefor the amount payable to it under or in connection with the Obligations. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and accuracy of the matters therein stated, including without limitation nonpayment of the Obligations and advertisement and conduct of such sale and, after deducting in the manner provided herein or provided by law. Mortgagor hereby ratifies and confirms all legal acts that BOK may do in carrying out the provisions of this Instrument. Section 4.8 Effective upon the occurrence and other during the continuance of any Event of Default, Mortgagor hereby waives and relinquishes, to the maximum extent permitted by law, and subject to any mandatory requirements of applicable law, Mortgagor hereby agrees that Mortgagor shall not at any time hereafter have or assert, any right under any law pertaining to: marshalling, whether of assets or liens, the sale of property in the inverse order of alienation, the exemption of homesteads, the administration of estates of decedents, appraisement, valuation, stay, extension, redemption, subrogation, or abatement, suspension, deferment, diminution or reduction of any of the Obligations (including, without limitation, setoff), now or hereafter in force. Mortgagor expressly agrees that BOK may offer the Collateral as a whole or in such parcels or lots as BOK, in its sole discretion elects, regardless of the manner in which the Collateral may be described. Section 4.9 All costs and expenses (including reasonable attorneys’ fees, legal expenses, filing fees, and mortgage, transfer, stamp and other excise taxes) incurred by BOK in perfecting, protecting and enforcing its rights hereunder, whether or not an Event of Default shall have occurred, shall be a demand obligation of Mortgagor to BOK and shall bear interest at the rate provided in the Note, all of which shall be part of the Obligations. Section 4.10 The proceeds of any sale, to apply the net proceeds of such sale(s) to the payment of all sale of the Bank Liabilities. The residue, if any, of the proceeds of sale and Collateral or any other Property constituting security remaining after satisfaction of the Bank Liabilities part thereof made pursuant to this Article V shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.applied as follows:

Default. In If an Event of Default shall occur, at the event that any election of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waivedLender, all obligations and liabilities hereunder to be Obligations shall become immediately due and payablepayable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and Issuer payable on DEMAND, whether or not an Event of Default has occurred. The Lender is hereby authorized, at its optionelection, after an Event of Default or after Demand, without any further demand or notice except to such extent as notice may be required by applicable law, to apply (take possession and/or sell or hold available in escrow) the proceeds otherwise dispose of all or any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to Collateral at public or private sale; and the payment of Lender may also exercise any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the other rights and remedies of a secured party under the Uniform Commercial Code or which are otherwise accorded to it by applicable law, all as the Lender may determine. If notice of a sale or other action by the Lender is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in effect in value or is of a type customarily sold on a recognized market, each Borrower agrees that five (5) days' written notice to such Borrower, or the State in which shortest period of written notice permitted by such law, whichever is larger, shall be sufficient notice; and that to the principal office of extent permitted by law, the Issuer is located Lender, its officers, attorneys and Issuer is hereby authorized agents may bid and empowered at its option, become purchasers at any time or times thereaftersuch sale, to sell if public, and assign the whole of the Property, or may purchase at any part thereof then constituting security pursuant to private sale any of the terms hereofCollateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which each Borrower hereby waives and releases. No purchaser at any sale (public or private sale, at such time and place and upon such terms as Issuer may deem proper and with private) shall be responsible for the right in Issuer to be application of the purchaser at such sale and, after deducting all legal and other costs and expenses purchase money. Any balance of any sale, to apply the net proceeds of such sale(s) sale remaining after paying all Obligations of the Borrowers to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities Lender shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from Borrowers or to such other party as may be legally entitled thereto; and if there is a deficiency, the customer’s bank. It is agreed thatBorrowers shall be responsible for the same, with interest. Upon demand by the Lender, each Borrower shall assemble the Collateral and make it available to the Lender at a place designated by the Lender which is reasonably convenient to the Lender and such Borrower. Each Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to such Borrower upon reliance of such Borrower's granting the Lender the rights and remedies contained in this Agreement including without limitation the right to take immediate possession of the Collateral upon the occurrence of an Event of Default or without notification after DEMAND with respect to Obligations payable on DEMAND and each Borrower hereby acknowledges that the Lender is entitled to equitable and injunctive relief to enforce any of its rights and remedies hereunder or under the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt Code and each Borrower hereby waives any defense to such equitable or injunctive relief based upon any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any allegation of the Bank Liabilities and/or any offset thereagainstabsence of irreparable harm to the Lender.

Default. In the event that Subcontractor fails to comply, or becomes unable to comply, or with reasonable probability (as determined solely by Contractor) will become unable to comply, with any of the Account Parties: (A) Fails provisions of this Agreement; or in the event Subcontractor fails at any time to perform supply a sufficient number of properly skilled workmen with sufficient materials, equipment or plant of proper quality or fails in any obligation required under this Agreement respect to prosecute the work with promptness and diligence; or causes by any action or omission a stoppage of or delay in the work of Contractor or other subcontractor of Contractor; or in the event Subcontractor abandons its work or any other agreement part thereof; and such failure, inability or document relating deficiency (as determined solely by Contractor) is not corrected within three (3) days after written demand by Contractor to or evidencing a security interest Subcontractor; Contractor may, in any Property granted addition to Issuer, (B) Fails and without prejudice to make any payment or perform any other obligations under right or remedy, take over and complete the performance of this Agreement, (C) Makes at the expense of Subcontractor; or Contractor may, without taking over the work, immediately and without notice to Subcontractor, furnish the necessary materials and labor through itself or others, to remedy the situation, all at the expense of Subcontractor. Upon any assignment for action by Contractor pursuant to this provision, Subcontractor shall not be entitled to further payment on this Agreement until the benefit work has been completed and accepted by Owner and payment therefore has been received by Contractor. If the expense incurred by Contractor exceeds the unpaid balance due, Subcontractor agrees to promptly pay the difference to Contractor together with interest thereon at the rate of creditorsthe prime rate plus 2% per annum until paid, (D) Permits and Contractor shall have a lien upon all material, tools, and equipment taken possession of to secure the payment thereof. With respect to expenses incurred by Contractor pursuant to this provision, it is hereby agreed that the costs and expenses chargeable to Subcontractor as herein before provided shall include, without restriction, the cost of materials, labor, subcontracts, purchase orders, transportation, equipment and expense thereon, supplies, services, insurance, taxes, appliances, tools, utilities, power used or consents consumed, supervision, administration, job overhead, travel, attorney’s fees, legal and accounting fees and expenses, Contractor’s general overhead as allocated to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal work and other costs and expenses of any saleincurred or sustained by Contractor, to apply plus ten percent (10%) profit on the net proceeds of such sale(s) to the payment of all actual cost of the Bank Liabilitieswork performed as well as on the amount of claims paid by Contractor for Subcontractor or for which it deems itself liable. The residueIn the event the employment of Subcontractor is terminated by Contractor for cause under this provision and it is subsequently determined by a court of competent jurisdiction that such termination was without cause, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities such termination shall thereupon be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to deemed a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainsttermination for convenience.

Default. In the event that any A. Each of the Account Partiesfollowing shall constitute an "Event of Default" hereunder: (Ai) Fails the occurrence of an Event of Default under the Loan Agreement; (ii) failure by the Debtor to perform any obligation required material obligations under this Agreement or under any other agreement between the Debtor and the Secured Party or document relating by the Debtor in favor of the Secured Party, time being of the essence (subject, however, to any applicable notice and cure periods); (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Debtor or any endorser or guarantor or any other party liable for payment of all or part of the Indebtedness, pursuant to or evidencing a security interest in connection with this Agreement or otherwise to the Secured Party, including warranties in this Agreement and including any Property granted omission to Issuerdisclose any substantial contingent or liquidated liabilities required to be disclosed) or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Secured Party; or (Biv) Fails to make any payment attachment or perform levy against the Collateral or any other obligations under this Agreement, (C) Makes any assignment for occurrence which inhibits the benefit of creditors, (D) Permits or consents Secured Party's free access to the filing Collateral (including, without limitation, the Secured Party's receipt of any voluntary or involuntary petition in bankruptcy by or against any one notice from a lessor of real property where collateral is located indicating that the lease will be terminated prior to its scheduled termination date) (except, however, that the relocation of the Account PartiesDebtor's principal offices to Jacksonville, Florida shall not be deemed an Event of Default hereunder or under any other Loan Document). B. Upon the occurrence of an Event of Default, the Secured Party may exercise such remedies and rights as are available hereunder, under the Loan Agreement or otherwise (E) Applies for including without limitation, acceleration of the appointment of a receiver Indebtedness or any part thereof). C. Upon the occurrence of any Event of Default, the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, Secured Party's rights with respect to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer Collateral shall have all of the remedies be those of a secured party under the Uniform Commercial Code and any other applicable law in effect from time to time. The Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Debtor and the Secured Party. If requested by the Secured Party, the Debtor will assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party. D. The Debtor agrees that any notice by the Secured Party of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to the Debtor if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to the Debtor's address as specified in this Agreement or to any other address which the Debtor has specified in writing to the Secured Party as the address to which notices shall be given to the Debtor. E. The Debtor shall pay all costs and expenses incurred by the Secured Party in enforcing this Agreement, realizing upon any Collateral and collecting any Indebtedness (including a reasonable attorney's fee) whether suit is brought or not and whether incurred in connection with collection, trial, appeal or otherwise and, to the extent of the Debtor's liability for repayment of any of the Indebtedness, shall be liable for any deficiencies in the State in which event the principal office proceeds of disposition of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, Collateral do not satisfy the Indebtedness in full. Nothing contained herein shall be deemed to sell and assign require the whole of Secured Party to proceed against the Property, Collateral or any part thereof then constituting security pursuant before or as a condition to the pursuit of any of the terms hereof, at any public or private sale, at such time its other rights and place and upon such terms as Issuer may deem proper and with the right remedies in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all respect of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstIndebtedness.

Default. In At the event that option of the Lender, the security hereby granted shall become enforceable upon the happening of any of the Account Parties: following events: (Aa) Fails If the Debtor or the Guarantor fail to pay or perform when due any of the Obligations; (b) If the Debtor or the Guarantor fail to perform any obligation required under provisions of this Agreement or of any other agreement to which the Debtor or document relating the Guarantor and the Lender are parties; (c) If any of the representations and warranties in this Agreement was incorrect when made or deemed to have been made; (d) If the Debtor or evidencing the Guarantor ceases or threatens to cease to carry on its business, commits an act of bankruptcy, becomes insolvent, makes an assignment or bulk sale of its assets, or proposes a security interest compromise or arrangement to its creditors; (e) If any proceeding is taken with respect to a compromise or arrangement, or to have the Debtor or the Guarantor declared bankrupt or wound up, or to have a receiver appointed of any part of the Collateral or if any encumbrancer takes possession of any part thereof; (f) If any execution, sequestration or other process of any court becomes enforceable against the Debtor or the Guarantor or if any distress or analogous process is levied upon the Collateral or any part thereof; (g) If the Lender in good faith believes that the prospect of payment or performance of any of the Obligations is impaired; and in such event: (a) The Lender may, in addition to any other rights, appoint by instrument in writing a receiver of all or any part of the collateral and remove or replace such receiver from time to time or may institute proceedings in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit Court of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies competent jurisdiction for the appointment of such a receiver receiver. Where the Lender is hereafter in this paragraph referred to the terms shall, where the context permits, include any Receiver so appointed and the officers, employees, servants or agents of such Receiver. (b) The Guarantor will forthwith upon demand assemble and deliver to the Lender possession of all the Collateral at such place as may be specified by the Lender. In any event, at its option the Lender may take such steps as it considers necessary or desirable to obtain possession of all or any part of the assets Collateral, and to that end the Guarantor agrees that the Lender may by its servants, agents or Receiver at any time during the day or night, enter upon lands and premises, and if necessary break into houses, buildings and enclosures, wheresoever and whatsoever where the Collateral may be found for the purpose of taking possession of and removing the Collateral or any of part thereof. (c) The Lender may seize, collect, realize, borrow money on the Account Partiessecurity of, (F) Becomes insolvent, release to third parties or ceases, becomes unable otherwise deal with the Collateral or admits any part thereof in writing its inability to pay its debts as they mature, or (G) Fails to pay when duesuch manner, upon acceleration or otherwise, any other obligation to Issuer, Issuer may such terms and conditions and at such time or times as may seem to it advisable and without notice to the Guarantor (except as otherwise required by any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payableapplicable law), and Issuer is authorizedmay charge on its own behalf and pay to others reasonable sums for expenses incurred and for services rendered (expressly including legal advices and services, at and receivers and accounting fees) in or in connection with seizing, collecting, realizing borrowing on the security of, selling or obtaining payment of the Collateral and may add the amount of such sums to the indebtedness of the Debtor. (d) At its option, to apply be notified to the Guarantor in the manner provided by the governing statute, the Lender may elect to retain all or any part of the Collateral in satisfaction of the obligations to it of the Debtor or the Guarantor. (e) The Lender shall not be liable or hold available in escrow) accountable for any failure to seize, collect, realize, sell or obtain payment of the proceeds Collateral or any part thereof and shall not be bound to institute proceedings for the purpose of seizing, collecting, realizing or obtaining possession or payment of the same or for the purpose of preserving any Property rights of the Lender, the Debtor or other collateral assets, and the Guarantor or any other sums due from Issuer to person, firm or corporation in respect of same. (f) The Lender may grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, release any one part of the Account PartiesCollateral to third parties and otherwise deal with the Debtor, the Guarantor, debtors of the Debtor or the Guarantor, sureties and others and with the Collateral and other securities as the Lender may see fit without prejudice to the payment of any and all obligations or liabilities liability of the Account Parties arising under this Agreement. In any such event Issuer shall have all Debtor or the Guarantor or the Lender's right to hold and realize the Collateral. (g) All monies collected or received by the Lender in respect of the remedies Collateral may be applied on account of such parts of the indebtedness and liability of the Debtor or the Guarantor as to the Lender seems best or may be held unappropriated in a secured party under the Uniform Commercial Code in effect collateral account or in the State in which the principal office discretion of the Issuer is located and Issuer is hereby authorized and empowered at its optionLender may be released to the Debtor or the Guarantor, at any time all without prejudice to the Lender's claims upon the Debtor or times thereafter, to sell and assign the whole Guarantor. (h) In the event of the PropertyLender taking possession of the said Collateral, or any part thereof in accordance with the provisions of this Agreement, the Lender shall have the right to maintain the same upon the premises on which the Collateral may then constituting security pursuant be situate, and for the purpose of such maintaining shall be entitled to the free use and enjoyment of all necessary buildings, premises, housing, shelter and accommodation for the proper maintaining, housing and protection of the said Collateral, and for its servant or servants, assistant or assistants, and the Guarantor covenants and agrees to provide the same without cost or expense to the Lender until such time as the Lender shall determine in its discretion to remove, sell or otherwise dispose of the said Collateral so taken possession of by it as aforesaid. (i) To facilitate the realization of the Collateral the Lender may carry on or concur in the carrying on of all or any part of the business of the Debtor or the Guarantor and may to the exclusion of all others, including the Debtor or the Guarantor, enter upon, occupy and use all or any of the terms hereofpremises, at buildings, plant and undertaking of or occupied or used by the Debtor or the Guarantor and use all or any public of the tools, machinery and equipment of the Debtor or private sale, at the Guarantor for such time as the Lender sees fit, free of charge, to manufacture or complete the manufacture of any inventory and place to pack and upon ship the finished product, and the Lender shall not be liable to the Debtor or the Guarantor for any neglect in so doing or in respect of any rent, charges, depreciation or damages in connection with such terms actions. (j) The Lender may, if it deems it necessary for the proper realization of all or any part of the Collateral, pay any encumbrance, lien, claim or charge that may exist or be threatened against the same and in every such case the amounts so paid together with costs, charges and expenses incurred in connection therewith shall be added to the obligations of the Debtor to the Lender as Issuer may deem proper hereby secured, and shall bear interest at the rate currently charged to the Debtor under its obligations to the Lender at the date of payment thereof by the Lender. (k) If after all the expenses of the Lender in connection with the right preservation and realization of the Collateral as above described shall have been satisfied and all obligations, including contingent obligations, of the Debtor to the Lender shall have been satisfied and paid in Issuer full together with interest, any balance of monies in the hands of the Lender arising out of the realization of the Collateral, shall be paid to any person other than the Debtor or the Guarantor whom the Lender knows to be the purchaser at such sale andowner of the Collateral, after deducting all legal and other costs and expenses of any sale, to apply in the net proceeds absence of such sale(s) knowledge, such balance shall be paid to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstDebtor.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required 9. The Assignor shall be in default under this General Security Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for upon the benefit occurrence of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Partiesfollowing events: (a) the nonpayment by the Assignor, (E) Applies for the appointment of a receiver when due, whether by acceleration or otherwise, of any of the assets Indebtedness; (b) the death or a declaration of incompetency by a court of competent jurisdiction with respect to the Assignor, if an individual; (c) the failure of the Assignor to observe or perform any covenant, undertaking or agreement heretofore or hereafter given to the Lender, whether contained herein or not; (d) an execution or any other process of the Court becomes enforceable against the Assignor or a distress or an analogous process is levied upon the property of the Assignor or any part thereof; (e) the Assignor becomes insolvent, commits an act of bankruptcy, makes an assignment in bankruptcy or a bulk sale of its as- sets, any proceeding for relief as a Assignor or liquidation, re-assignment or winding-up is commenced with respect to the Assignor or an application for a bankruptcy order is filed or presented against the Assignor and is not bona fide opposed by the Assignor; (f) the Assignor ceases to carry on business; (g) any representation or warranty of the Assignor contained herein or in any document or certificate furnished in connection herewith proves to have been untrue in any material respect at the time in respect of which it was made; (h) an encumbrancer, whether permitted or otherwise, takes possession of any significant portion of the Collateral; (i) an order is made or legislation enacted for the expropriation, confiscation, forfeiture, escheating or other taking or compulsory divestiture, whether or not with compensation, of all or a significant portion of the Collateral unless the same is being actively and diligently contested by the Assignor in good faith, the Assignor shall have provided to the Lender such security therefor as it may reasonably require and such order or legislation shall have been vacated, lifted, discharged, stayed or repealed within thirty days from the date of being entered, pronounced or enacted, as the case may be; (j) the Assignor is liquidated, dissolved or its corporate charter expires or is revoked; or (k) the Assignor defaults in the observance or performance of any provision relating to indebtedness of the Assignor to any credi- tor other than the Lender and thereby enables such creditor to demand payment of such indebtedness. 10. The Lender may in writing waive any breach by the Assignor of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time provisions contained herein or any time thereafter declare, without demand default by the Assignor in the observance or notice which are hereby expressly waived, all obligations and liabilities hereunder performance of any covenant or condition required by the Lender to be immediately due and payable, and Issuer is authorized, at its option, to apply (observed or hold available in escrow) performed by the proceeds of any Property Assignor; provided that no act or other collateral assets, and any other sums due from Issuer to any one of omission by the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect Lender in the State premises shall extend to or be taken in which any manner whatsoever to affect any subsequent breach or default or the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstrights resulting therefrom.

Default. In 6.1 Subject to the event that any immediately succeeding sentence, if an Event of Default shall have occurred and be continuing, the Account Parties: (A) Fails Purchasers shall have, in addition to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest rights and remedies contained in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Security Agreement, (C) Makes any assignment for all the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations rights and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in Code, and all other rights and remedies provided by law, all of which shall be cumulative to the State in which extent permitted by law. Upon the principal office occurrence of the Issuer is located an Event of Default and Issuer is hereby authorized and empowered at its option, at any time thereafter if such or times thereafterany other Event of Default shall then be continuing, the Purchasers, acting by the written consent of the Purchasers holding at least two-thirds of the aggregate principal balance of all Notes then outstanding, shall have the right without further notice to the Company to settle, compromise or release, in whole or in part, any amounts owing on the Collateral, to sell prosecute any action, suit or proceeding with respect to the Collateral, to sell, assign and assign deliver the whole of the Property, Collateral (or any part thereof then constituting security pursuant to any of the terms hereofthereof), at any public or private sale, at broker's board, for cash, upon credit or otherwise, at the Purchasers' sole option and discretion and the Purchasers may bid or become purchasers at any such time and place and upon such terms as Issuer may deem proper and with sale, if public, free from any right of redemption, which is hereby expressly waived. The net cash proceeds resulting from the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses exercise of any sale, to apply of the net proceeds of such sale(s) foregoing rights or remedies shall be applied by the Purchasers to the payment of all the Obligations in such order as the Purchasers may elect, and the Company shall remain liable to the Purchasers for any deficiency, together with interest thereon at the rate provided in the Notes, and the cost and expenses of collection of such deficiency, including (to the extent permitted by law), without limitation, attorneys' fees, expenses and disbursements. 6.2 If at any time or times hereafter the Purchasers or the Collateral Agent employ counsel for advice with respect to this Security Agreement, or to intervene, file a petition, answer, motion or other pleading in any suit or proceeding relating to this Security Agreement or relating to any Collateral, or to protect, take possession of, or liquidate any Collateral, or to attempt to enforce any security interest or lien in any Collateral, or to represent the Purchasers in any pending or threatened litigation with respect to the affairs of the Bank Liabilities. The residue, if any, of the proceeds of sale and Company in any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification way relating to any of the Account PartiesCollateral or to the Obligations or to enforce any rights of the Purchasers or liabilities of the Company, Issuer account debtors, or any other person, firm or corporation which may exchangebe obligated to the Purchasers by virtue of this Security Agreement or any instrument or document now or hereafter delivered to the Purchasers by or for the benefit of the Company, release, surrender, realize upon, release on trust receipt to then in any of themsuch events, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any all of the Bank Liabilities and/or attorneys' fees arising from such services, and any offset thereagainstexpenses, costs and charges relating thereto, shall become a part of the Obligations secured by the Collateral payable on demand.

Default. In the event that If any of the Account Parties: following events shall occur (Aeach such event being referred to herein as an “Event of Default”): (a) Fails to perform the non-payment of any obligation required under principal or interest on this Agreement Note or any other agreement Obligation on the date when due; (b) the death, dissolution, liquidation or document relating to insolvency of any Obligor; (c) the filing by or evidencing against any Obligor of a security interest in any Property granted to Issuerproceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any the making of a general assignment for the benefit of creditorscreditors of, (D) Permits or consents to the filing of any voluntary proceeding seeking any other relief afforded debtors or involuntary petition in bankruptcy affecting rights of creditors generally under the laws of any jurisdiction by or against any one Obligor; (e) the default by any Obligor in the payment or performance of the Account Parties(i) any obligation under this Note or under any deed of trust, mortgage, security agreement or any other document securing payment of this Note, or (Eii) Applies for the appointment of a receiver any obligation under any other note or under any other agreement of any Obligor with or in favor of the Bank; (f) any judgment, garnishment, seizure, tax lien or levy against any assets of any Obligor; (g) any material adverse change in the financial condition of the Account Parties, (F) Becomes insolventany Obligor, or ceasesany material discrepancy between the financial statements submitted by any Obligor and the actual financial condition of any Obligor; (h) any statement, becomes unable or admits in writing its inability to pay its debts as they maturewarranty, or representation made by any Obligor to Bank proves to be untrue in any material respect; (Gi) Fails any default by any Obligor in the payment or performance of any material liabilities, indebtedness or obligations to pay when due, upon acceleration or otherwise, any other obligation to Issuercreditor; (j) any merger, Issuer may at such time consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (k) any discontinuance or termination of any guaranty of all or any time thereafter declareportion of this Note by any Obligor or any attempt by any Obligor to do so; then, without demand or notice which are hereby expressly waivedat the option of Bank, the full amount of this Note and all other obligations and liabilities hereunder liabilities, direct or contingent, of any Obligor to Bank shall be immediately due and payable, and Issuer is authorized, at its option, to apply (payable without notice or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreementdemand. In any such event Issuer Initial /s/ CH 2 REMEDIES: Bank shall have all of the remedies of a secured party under the Louisiana Uniform Commercial Code in effect in the State in Code. In addition to any and all other remedies which the principal office may be available to it, all of the Issuer is located which shall be cumulative and Issuer is hereby authorized and empowered at its optionmay be pursued singly, successively or together against any Obligor and/or any security given at any time to secure the payment hereof, all at the sole discretion of Bank. Failure on the part of Bank to exercise any right described herein or times thereafter, to sell and assign the whole in such other documents shall not constitute a waiver of such right or preclude Bank’s subsequent exercise thereof. If any notice of sale or other intended disposition of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer collateral is required by law to be given, Borrower hereby agrees that a notice sent in compliance with applicable law or if applicable law does not define the purchaser required notice period then at least ten (10) days prior to such sale and, after deducting all legal and other costs and expenses of any sale, action shall constitute reasonable notice to apply the net proceeds of such sale(s) to the payment of all of the Bank LiabilitiesBorrower. The residue, if any, of If the proceeds of sale any collateral securing this Note disposed of by Bank are insufficient to pay this Note in full, Obligor shall remain fully obligated for any deficiency. For purposes of executory process, Obligor hereby acknowledges the debt created by this Note, confesses judgment in favor of Bank for the full amount of the debt evidenced by this Note, and consents to enforcement by executory process. To the extent permitted by law, Obligor hereby expressly waives (a) the benefit of appraisement provided for in Art. 2723 of the Louisiana Code of Civil Procedure and (b) all other rights to notices, demands, appraisements and delays provided by the Louisiana Code of Civil Procedure or any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstapplicable laws.

Default. In Following the event that any occurrence of an Event of Default and acceleration of the Account Parties: Loans, all payments shall be remitted to Agent and all such payments and all proceeds of Loan Collateral received by Agent, shall be applied as follows: (A) Fails first, to perform pay any obligation required Agent Advances or Interim Advances, interest, fees, expenses or indemnities due to Agent under this Agreement or any other agreement or document relating to or evidencing a security interest the Loan Documents, until paid in any Property granted to Issuer, full; (B) Fails second, to make pay any payment Letter of Credit Obligations, fees, expenses or perform indemnities then due to LC Issuer under the Loan Documents, until paid in full; (C) third, to pay any expenses or indemnities then due to any or all of Lenders under the Loan Documents, until paid in full; (D) fourth, to pay any fees then due to any or all of Lenders under the Loan Documents, including fees and premiums with respect to any Rate Management Agreement with a Lender (or an Affiliate of a Lender), until paid in full; (E) fifth, to pay interest due to any or all of Lenders under the Loan Documents in respect of the Obligations and, with respect to any Rate Management Agreement with a Lender (or an Affiliate of a Lender), any premiums, scheduled periodic payments and any interest thereon; (F) sixth, to pay any other obligations Obligations (other than those set forth in clauses (G) and H) due to Lenders until paid in full, including principal of the Loans, ratably in accordance with their respective Pro Rata Shares; (G) seventh, with respect to any Rate Management Agreement with a Lender or any Affiliate of a Lender, to pay any breakage, termination, close-out or like payment due under such Rate Management Agreement to a Lender or an Affiliate of a Lender; (H) eighth, any Leasing Obligations (as defined in the definition of Obligations) owing to Fifth Third or its Affiliates; and (I) ninth, to Borrowers or such other Person entitled thereto under applicable law. Agent will distribute to each Lender at its address set forth on the applicable signature page of this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, at any other obligation address as a Lender may request in writing, the amount of funds as such Lender may be entitled to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of receive in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any terms of this Agreement and the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstsettlement procedures set forth in Section 2.4.

Default. In the event that (a) The Bankruptcy of a Consenting Stockholder or its Parent (or any Subsidiary of such Parent through which such Parent beneficially owns its interest in such Consenting Stockholder) prior to consummation of the Account Parties: Company's initial Public Offering with respect to any Consenting Stockholder shall constitute an "Event of Default" by such Consenting Stockholder (Athe "Defaulting Holder") Fails under this Agreement. (b) Upon the occurrence of any Event of Default with respect to perform any obligation required Defaulting Holder, the other Consenting Stockholder Group, provided it includes no Defaulting Holders (the "Nondefaulting Holder"), shall have the right exercisable by written notice given to the Defaulting Holder at any time after and during the continuance of such Event of Default, to cause the purchase of the entire ownership interest (including debt and equity) of such Defaulting Holder in the Company. Such remedy shall, with respect to an Event of Default referred to in Section 7.09(a), be in addition to all other rights or remedies available to the Nondefaulting Holder, to any other party hereunder or to the Company under this Agreement or under any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration Operative Document or otherwise, and all such remedies shall be cumulative and no such remedy shall be to the exclusion of any other obligation remedy. (c) In the event written notice (a "Buy-Out Notice") of election to Issuercause the purchase of the ownership interest of any Defaulting Holder (the "Purchased Interest") is given by the Nondefaulting Holder pursuant to Section 7.09(b), Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder then the Purchased Interest will be purchased by the Nondefaulting Holder (the "Buyer"). (d) The price (the "Buy-Out Price") to be immediately due paid by the Buyer for the Purchased Interest will be determined as follows: The Buyer and payablethe Defaulting Holder will mutually select a nationally recognized investment banking firm (an "Investment Banking Firm") to act as the "Arbiter" under this Section 7.09(d). If the Buyer and the Defaulting Holder have not selected an Investment Banking Firm by 5:00 p.m. New York City time on the fifth Business Day after the date of the Buy-Out Notice, then the Buyer and the Defaulting Holder will each select an Investment Banking Firm at its own expense, and Issuer is authorizedthe two Investment Banking Firms will mutually select a third Investment Banking Firm to act as the Arbiter; provided, at its optionhowever, that, if by 5:00 p.m. New York City time on the tenth -------- ------- Business Day after the date of the Buy-Out Notice, either the Buyer or the Defaulting Holder has selected such an Investment Banking Firm while the other has not, then the Investment Banking Firm so selected will act as the Arbiter. Once the Arbiter has been selected, the Buyer and the Defaulting Holder will each submit to apply (the Arbiter, within thirty days of such selection, a price for the Purchased Interest. The Arbiter shall pick as the Buy-Out Price under this Section 7.09(d) either the price submitted by the Buyer or hold available the price submitted by the Defaulting Holder, whichever price is, in escrow) the proceeds judgment of any Property or other collateral assetsthe Arbiter, closer to the price that an unaffiliated third party willing and able to buy would be willing to pay, and any other sums due from Issuer which a willing and able seller would be willing to any one accept, for the Purchased Interest. Such determination of the Account Parties, to Buy-Out Price by the payment of any Arbiter will be final and all obligations or liabilities binding on the Buyer and the Defaulting Holder. The Buyer and the Defaulting Holder will each pay one-half of the Account Parties arising under this Agreement. In any such event Issuer shall have all fees and expenses of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and Arbiter. All other costs and expenses of such determination will be borne by the party incurring such cost or expense. (e) The closing of any purchase of a Purchased Interest shall take place at the principal executive offices of the Company at 10:00 a.m. local time on a Business Day selected by the Buyer, which closing date shall be as promptly as practicable, and in any event within sixty days following the determination of the Buy-Out Price, subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all necessary Governmental and Private Approvals. The closing shall be subject to the conditions applicable to the transfer of Offered Shares as contemplated by Section 7.05(a). At such closing, the Defaulting Holder shall Transfer to the Buyer the Purchased Interest, free and clear of all Liens (other than Permitted Liens), and shall execute such documents as may be necessary to effectuate the sale. Unless otherwise agreed by the Buyer and the Defaulting Holder, the Buy-Out Price shall be payable by wire transfer of same day funds or by certified or cashier's check drawn to the order of the Defaulting Holder, as specified by the Defaulting Holder. (f) In lieu of giving a Buy-Out Notice pursuant to Section 7.09(b), the Nondefaulting Holder may elect, by written notice given to the Defaulting Holder at any time during the continuance of such Event of Default to cause the Company to be dissolved and its assets liquidated. If such election is made by the Nondefaulting Holder, the Defaulting Holder shall vote its shares of Company Common Stock in favor of dissolution of the Company. Such remedy shall, with respect to an Event of Default referred to in Section 7.09(a)(i), be in addition to all other rights or remedies available to the Nondefaulting Holder, to apply the net proceeds of such sale(s) any other party hereunder or to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and Company under this Agreement or under any other Property constituting security remaining after satisfaction of the Bank Liabilities Operative Document or otherwise, and all such remedies shall be returned cumulative and no such remedy shall be to the respective Account Parties unless otherwise disposed exclusion of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstother remedy.

Default. In the event that The occurrence of any of the Account Parties: following, after the expiration of any applicable cure or grace period without cure, shall constitute a breach and material default (an “Event of Default”) of this License Agreement by Licensee: (i) The failure of Licensee to pay or cause to be paid when due the Fee or any portion thereof or any other charges required by this License Agreement to be paid by Licensee within ten (10) days after such payment is due; (ii) The abandonment of the Premises and operation thereof by Licensee for a consecutive period of sixty (60) days or more; or (iii) The failure of Licensee to observe, perform or cause to be done any material act, other than payment of monies, required by this License Agreement (except for acts covered by any other provision of this paragraph 18(a)), within thirty (30) days of receipt by Licensee of written notice from Licensor of such failure; or (iv) Licensee causing, permitting, or suffering, without the prior written consent of Licensor, any act when this Agreement requires Licensor’s prior written consent or prohibits such act; or (v) The occurrence of any event of insolvency or bankruptcy with respect to Licensee, including any of the following by way of illustration: (A) Fails to perform any obligation required under this Agreement Any general assignment or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment general arrangement for the benefit of creditors; (B) The filing of any petition by or against Licensee to have Licensee adjudged a bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy, unless such petition is filed against Licensee and the same is dismissed within sixty (60) days; (C) The appointment of a trustee or receiver to take possession of substantially all of Licensee’s assets or of Licensee’s interest in this License Agreement; or (D) Permits The attachment, execution or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one other judicial seizure of the Account PartiesEquipment, substantially all of Licensee’s assets or of Licensee’s interest in this License Agreement; or (Evi) Applies for The failure of Licensee to maintain the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder insurance required to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security maintained pursuant to any of the terms paragraph 16 hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In the event that any of the Account Parties: (Aa) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver The occurrence of any of the assets of any of the Account Partiesfollowing shall constitute a Default hereunder: nonpayment, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon whether by acceleration or otherwise, of any other obligation to Issueramount payable on any of the Liabilities; an Event of Default; an Unmatured Event of Default under Section 9.1(g) of the Credit Agreement; or the Pledgor shall default in any agreement contained herein (and, Issuer may at so long as no material portion of the Collateral is unperfected as a result of such time default, continuation of such default for five Business Days after notice from any Agent or any Lender). Upon a Default, the Paying Agent may exercise from time thereafter declare, without demand or notice which are hereby expressly waived, all obligations to time any rights and liabilities hereunder remedies available to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party it under the Uniform Commercial Code as in effect from time to time in the State in which the principal office Illinois or otherwise available to it. If any notification of intended disposition of any of the Issuer Collateral is located required by law, such notification, if mailed, shall be deemed reasonably and Issuer is hereby authorized and empowered properly given if mailed at its optionleast ten days before such disposition, postage prepaid, addressed to the Pledgor, either at the address of the Pledgor shown below, or at any time or times thereafter, to sell and assign the whole other address of the PropertyPledgor appearing on the records of the Paying Agent. Any proceeds of any disposition of Collateral may be applied by the Paying Agent to the payment of expenses in connection with the Collateral, including Attorney Costs and legal expenses, and any balance of such proceeds may be applied by the Paying Agent toward the payment of such of the Liabilities, and in such order of application, as the Paying Agent may from time to time elect. All rights and remedies of the Paying Agent expressed herein are in addition to all other rights and remedies possessed by it, including those under any other agreement or any part thereof then constituting security pursuant instrument relating to any of the terms hereof, at Liabilities or any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with security therefor. No delay on the right part of the Paying Agent in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses exercise of any saleright or remedy shall operate as a waiver thereof, to apply and no single or partial exercise by the net proceeds Paying Agent of such sale(s) any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of the Paying Agent permitted hereunder shall impair or affect the rights of the Paying Agent in and to the payment Collateral. (b) The Pledgor agrees that in any sale of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account PartiesCollateral whenever a Default hereunder shall have occurred and be continuing, Issuer the Paying Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may exchangebe advised by counsel is necessary in order to avoid any violation of applicable law (including, releasewithout limitation, surrendercompliance with such procedures as may restrict the number of prospective bidders and purchasers, realize uponrequire that such prospective bidders and purchasers have certain qualifications, release on trust receipt and restrict such prospective bidders and purchasers to any persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of themsuch Collateral), or otherwise deal in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Paying Agent be liable or accountable to the Pledgor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any Property by whomsoever pledged, mortgaged such limitation or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstrestriction.

Default. In The Company shall be in default under this Note upon the event that occurrence of any of the Account Parties: (A) Fails following events: 2.1 The Company fails to timely perform any obligation required of its obligations under, or otherwise breaches any covenants or warranties of this Note; 2.2 Any statement, representation, or warranty made by the Company or its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under this Agreement the United States Bankruptcy Code or any other agreement shall procure or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for suffer the appointment of a receiver for any substantial portion of its properties, or shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the assets rights of creditors. Upon any event of default, Xxxxxx may declare the Account Partiesentire unpaid principal balance of this Note and all accrued unpaid interest immediately due, (F) Becomes insolventwithout notice, or ceases, becomes unable or admits in writing its inability and the Company agrees to pay its debts as they maturesuch amount immediately in such event. In the event of default, or (G) Fails the Company agrees to pay when dueall of Xxxxxx's costs of collection, upon acceleration including attorney's fees; this shall include legal expenses for the bankruptcy proceedings or otherwiseinsolvency proceedings (including efforts to modify or vacate any automatic stay or injunction), any other obligation to Issuercourt costs, Issuer may at such time or any time thereafter declareappeals, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, post-judgement collection expenses and any other sums due from Issuer amount provided by law. The parties intend this provision to be given the most liberal construction possible and to apply to any one of circumstances in which such party reasonably incurs expenses. No delay or omission on the Account Parties, to the payment part of any and all obligations Holder hereof in exercising any right or liabilities of the Account Parties arising under this Agreement. In option herein given to such Holder shall impair such right or option or be considered as a waiver thereof or acquiescence in any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilitiesdefault hereunder. The residueCompany hereby waives any applicable statue of limitations, if anypresentment, demand for payment, protest and notice of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstdishonor.

Default. In If an Event of Default shall occur, at the event that any election of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waivedLender, all obligations and liabilities hereunder to be Obligations shall become immediately due and payablepayable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and Issuer payable on DEMAND, whether or not an Event of Default has occurred. The Lender is hereby authorized, at its optionelection, after an Event of Default or after Demand, without any further demand or notice except to such extent as notice may be required by applicable law, to apply (take possession and/or sell or hold available in escrow) the proceeds otherwise dispose of all or any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to Collateral at public or private sale; and the payment of Lender may also exercise any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the other rights and remedies of a secured party under the Uniform Commercial Code or which are otherwise accorded to it by applicable law, all as the Lender may determine. If notice of a sale or other action by the Lender is required by applicable law, unless the Collateral is perishable or threatens to decline speedily in effect in value or is of a type customarily sold on a recognized market, the State in which Borrower agrees that five (5) days' written notice to the principal office Borrower, or the shortest period of written notice permitted by such law, whichever is larger, shall be sufficient notice; and that to the Issuer is located extent permitted by law, the Lender, its officers, attorneys and Issuer is hereby authorized agents may bid and empowered at its option, become purchasers at any time or times thereaftersuch sale, to sell if public, and assign the whole of the Property, or may purchase at any part thereof then constituting security pursuant to private sale any of the terms hereofCollateral that is or a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which the Borrower hereby waives and releases. No purchaser at any sale (public or private sale, at such time and place and upon such terms as Issuer may deem proper and with private) shall be responsible for the right in Issuer to be application of the purchaser at such sale and, after deducting all legal and other costs and expenses purchase money. Any balance of any sale, to apply the net proceeds of such sale(s) sale remaining after paying all Obligations of the Borrower to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities Lender shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from Borrower or to such other party as may be legally entitled thereto; and if there is a deficiency, the customer’s bank. It is agreed thatBorrower shall be responsible for the same, with interest. Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender at a place designated by the Lender which is reasonably convenient to the Lender and the Borrower. The Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to the Borrower upon reliance of the Borrower's granting the Lender the rights and remedies contained in this Agreement including without limitation, the right to take immediate possession of the Collateral upon the occurrence of an Event of Default or without notification after DEMAND with respect to Obligations payable on DEMAND and the Borrower hereby acknowledges that the Lender is entitled to equitable and injunctive relief to reinforce any of its rights and remedies hereunder or under the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt Code and the Borrower hereby waives any defense to such equitable or injunctive relief based upon any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any allegation of the Bank Liabilities and/or any offset thereagainstabsence of irreparable harm to the Lender.

Default. a. For the purpose of this Agreement, an "Event of Default" shall be deemed to have occurred: (1) upon the failure by Merchant or Agent to perform promptly and fully any material obligation or covenant hereunder or any material obligation or covenant in any document delivered pursuant hereto or any collateral agreement to this Agreement after having received five (5) days' prior written notice, except in the case of a nonmonetary default which is incapable of being cured within such notice period and diligently proceeds to cure said default and (a) the party in default has taken all steps necessary to commence to cure such default within such notice period and (b) such failure to cure, in the case of a default by Merchant, will not adversely affect, in any material way, Agent's ability to conduct the Sale in the manner contemplated herein; (2) if any of the warranties or representations made by Merchant or Agent herein proves to be untrue or false in a material way; or (3) if any breach of this Agreement by Merchant results in the Agent being unable to conduct or complete the Sale at any Store as contemplated herein. b. In the event that any of an interruption of the Account Parties: (A) Fails to perform Sale and/or occurrence of an Event of Default resulting from any obligation required under this Agreement act or omission of Merchant which prevents Agent from conducting or completing the Sale at any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under Store as provided by this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedAgent may, at its option, either (i) proceed with the Sale at the Store location(s) affected; or (ii) require Merchant, at Merchant's expense, to apply move the Merchandise to another reasonably proximate Store designated by Agent; or (iii) notify Merchant as to the termination of the Sale as to the particular Store location, in which event, Agent shall be made whole and (i) Agent shall be reimbursed for all its out of pocket expenses referable to such Store; and (ii) Merchant shall be entitled to retain all Proceeds at such Store prior to the interruption or hold available Event of Default as well as any remaining Merchandise. Merchant acknowledges that Agent would be irreparably injured in escrow) the proceeds event of any Property failure by Merchant to promptly and fully perform any obligation hereunder if such failure directly or other collateral assetsindirectly interferes with the conduct by Agent of the Sale, and hereby consents, in the event of any other sums due from Issuer to such failure or in the event that any one of the Account Partiessuch failure is threatened or appears imminent, to the payment entry of an injunction specifically enforcing the terms of this Agreement. c. No right or remedy granted in or pursuant to this Agreement shall be exclusive of any other right or remedy so granted or otherwise available. Every such right or remedy shall be cumulative and all obligations shall be in addition to every other right or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code remedy so granted or existing at law or in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time equity or times thereafter, to sell and assign the whole of the Propertyby statute, or any part thereof then constituting security created, granted or existing pursuant to any of the terms hereof, at any public agreement to which Agent and/or Merchant is or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to hereafter become a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstparty.

Default. In If Pledgor (a) defaults in the event that any payment of the Account Parties: principal under the Note when it becomes due (Awhether upon demand, acceleration or otherwise) Fails to perform any obligation required under this Agreement or any other agreement event of default under the Note or document relating to this Agreement occurs (including, without limitation, the bankruptcy or evidencing a security interest in any Property granted to Issuer, (Binsolvency of Pledgor) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (Gb) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available defaults in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of interest or any other amount related to the Note, the Company may (following five (5) days' notice to Executive, during which the default is not cured) exercise any and all obligations or liabilities the rights, powers and remedies of any owner of the Account Parties arising under this Agreement. In Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such event Issuer Pledged Interests) and shall have and may exercise without demand any and all of the rights and remedies of granted to a secured party upon default under the Uniform Commercial Code in effect in of Delaware or otherwise available to the State in which Company under applicable law. Without limiting the principal office foregoing, after the occurrence of and during the Issuer continuance of a default, the Company is located authorized to sell, assign and Issuer is hereby authorized and empowered deliver at its optiondiscretion, at any from time or times thereafterto time, to sell and assign the whole of the Property, all or any part thereof then constituting security pursuant to any of the terms hereof, Collateral at any private sale or public or private saleauction, on not less than ten (10) days' written notice to Pledgor, at such time and place price or prices and upon such terms as Issuer the Company may deem proper advisable. Pledgor shall have no right to redeem the Collateral after any such sale or assignment. At any such sale or auction, the Company may bid for, and with the right in Issuer to be become the purchaser at of, the whole or any part of the Pledged Interests offered for sale. In case of any such sale andsale, after deducting all legal the costs, attorneys' fees and other costs and expenses of any salesale and delivery, to apply the net remaining proceeds of such sale(s) sale shall be applied to the principal of and accrued interest on the Note and other amounts related thereto (including costs, attorneys' fees associated with enforcement hereof); provided that after payment of all in full of the Bank Liabilities. The residueindebtedness evidenced by the Note, if any, the balance of the proceeds of sale and any other Property constituting security then remaining after satisfaction of the Bank Liabilities shall be returned paid to Pledgor and Pledgor shall be entitled to the respective Account Parties unless otherwise disposed return of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any Pledged Interests remaining in the hands of the Bank Liabilities and/or Company. Pledgor shall be liable for any offset thereagainstdeficiency (but only to the extent liable therefor under the Note) if the remaining proceeds are insufficient to pay the indebtedness under the Note in full, including the fees of any attorneys employed by the Company to collect such deficiency.

Default. In This Deed of Trust shall be in default upon the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver happening of any of the assets following "events of default": A. Any Secured Obligation is not paid or performed as and when due or is otherwise in default. B. Grantor fails to keep, perform or observe any covenant, agreement, term or condition that Grantor is required to keep, perform, or observe under this Deed of Trust, or Grantor fails to perform any of Grantor's obligations or duties under the terms of this Deed of Trust. C. An event or condition occurs that would allow Beneficiary to accelerate any Secured Obligation or would constitute a default or an event of default under the terms of (i) any Secured Obligation, (ii) any loan agreement, security instrument, or other document evidencing, guaranteeing or securing any Secured Obligation, or (iii) any prior or subordinate deed of trust affecting the premises. D. Unless known and approved by Beneficiary at the time this Deed of Trust is recorded, the existence of any lien, charge or encumbrance that impairs the validity of this Deed of Trust or has priority over the lien of this Deed of Trust. E. Any proceeding is instituted to enforce any lien, charge or encumbrance against any of the Account Partiespremises, (F) Becomes insolventwhether such lien has priority over or is subordinate to the lien of this Deed of Trust. F. Any civil or criminal forfeiture action or proceeding is begun that, or ceasesin Beneficiary's good faith judgment, becomes unable or admits could result in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one forfeiture of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, premises or any part thereof then constituting security pursuant to any or otherwise materially impair the lien or the priority of the terms hereoflien of this Deed of Trust. G. Grantor abandons the premises, at is declared bankrupt or insolvent, or dissolves, liquidates or ceases to exist as a legal entity. I. A change in the ownership of the borrower whether such change is attributable to death, insolvency, lawsuit, judgment, bankruptcy or otherwise. Except as provided below, if an event of default is curable and no notice has been previously given by Beneficiary of the same or any public other event of default within the preceding 12 months, Grantor shall have 30 days following Beneficiary’s giving of written notice of default within which to cure the default. If the default is curable but cannot reasonably be cured within the 30-day cure period, and if Grantor commences to cure the default during the 30-day cure period and diligently proceeds thereafter to cure such default, then the cure period shall be extended for a reasonable time not to exceed an additional 30 days (for a total of 60 days) in order to provide Grantor the opportunity to cure the default. However, Grantor shall not be entitled to notice of default or private salethe opportunity to cure a default if Beneficiary has previously given notice of a default within the preceding 12 months or if the default occurs because of (i) failure to pay or perform any Secured Obligation as and when due, at such time (ii) failure to keep any insurance on the premises required by this Deed of Trust continuously in full force and place and upon such terms as Issuer may deem proper and with effect, or (iii) the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses occurrence of any salewaste, to apply the net proceeds of such sale(s) damage or injury to the payment of all premises that substantially reduces the value of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of thempremises, or otherwise deal with the immediate threat of any Property such waste, damage or injury. If Grantor is not entitled to notice of default and the opportunity to cure, or if the default is not cured during any applicable cure period following the giving of any required notice of default, Beneficiary may invoke the remedies permitted by whomsoever pledged, mortgaged this Deed of Trust (including foreclosure) without further notice or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstdemand.

Default. In the event that any (a) The occurrence of one or more of the Account Parties: following in clauses (Aa)-(e) Fails to perform any obligation required below will constitute an Event of Default under this Agreement Lease: (b) Customer fails to pay when due any rental payment or any other agreement payment due under this Lease or document relating fails to perform its obligations under Section 9 of this Lease: (c) Customer fails to perform or evidencing observe any other term or condition under this Lease and such failure remains unremedied for more than ten (10) days after such failure to perform or observe; (d) Customer or any person or entity which controls more than fifty percent (50%) of Customer’s equity (a security interest in “Control Person”) or any Property granted to Issuerguarantor of any of Customer’s obligations hereunder (a”Guarantor”) (i) becomes insolvent, (Bii) Fails becomes subject to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Partiesreorganization proceedings, (Eiii) Applies for the appointment of a receiver of any of the assets of any of the Account Partiescommits an act or bankruptcy, (Fiv) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, become due or (Gvii) Fails enters into any type of voluntary or involuntary liquidation or dissolution; (e) Customer, any Control Person or any Guarantor defaults under any other agreement with DSMBI or any affiliate of DSMBI; and (f) Any letter of credit, guaranty or other security given to secure the performance of Customer’s obligations under this Lease expires, terminates or in the reasonable opinion of DSMBI becomes worthless. Upon the occurrence of an Event of Default, DSMBI will have the option to declare the entire balance of rent for the remainder of the stated lease term immediately due and payable and to accelerate and make immediately due and payable any other amounts owing under this Lease. DSMBI will also have the option to retake and retain any or all of the Equipment free of all rights of Customer without any further liability or obligation to redeliver any of the Equipment to Customer, and Customer hereby grants DSMBI the right to enter upon any premises where all or any of the Equipment is located in order to take possession of and remove such Equipment. (Notwithstanding the foregoing, if an Event of Default occurs under clause (c) above, such accelerations will occur automatically without the need for declaration.) Customer will pay when dueto DSMBI’s on demand all fees; costs and expenses incurred by DSMBI in enforcing its all other remedies provided in the Lease or exist in at law or in equity. No action taken by DSMBI pursuant to this Section 11 or Section 13 will release Customer from Customer’s covenants, obligations and indemnities provided under this Lease, including but not limited to Customer’s obligation for the payment of rentals provided in the Lease. If DSMBI retakes possession of the Equipment or any part of the Equipment and there is at the time of such retaking, in upon acceleration or otherwiseattached to such repossessed Equipment, any other obligation property, goods or things of value owned by Customer or in the custody or control of Customer, DSMBI is authorized to Issuertake possession of such other property, Issuer may at such time goods or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations things and liabilities hereunder to be immediately due and payable, and Issuer is authorizedhold the same for Customer, at its optionCustomer’s sole cost, to apply (either in DSMBI’s possession or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionpublic storage, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customerDSMBI’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstsole discretion.

Default. In (a) Any of the following shall constitute an event that of default ("Event of Default"): (i) non-payment when due whether by acceleration or otherwise of the principal of or interest on any Indebtedness, time being of the essence, or failure by the Debtor to perform any obligations under this Agreement or under any other agreement between the Debtor and Secured Party; (ii) death or incompetency of the Debtor; (iii) filing by or against the Debtor of a petition in bankruptcy or for reorganization under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar law of any jurisdiction; (iv) making a general assignment by the Debtor for the benefit of creditors; the appointment of or taking possession by a receiver, trustee, custodian or similar official for the Debtor or for any of the Account Parties: Debtor's assets; or the institution by or against the Debtor of any kind of insolvency proceedings or any proceeding for the dissolution or liquidation of the Debtor; (Av) Fails the occurrence of any event described in paragraph 4(a)(ii), (iii) or (iv) hereof with respect to perform any obligation required indorser or guarantor or any party liable for payment of any Indebtedness; or (vi) material falsity in any certificate, statement, representation, warranty or audit at any time furnished to the Secured Party by or on behalf of the Debtor or any indorser or guarantor or any other party liable for payment of any Indebtedness, pursuant to or in connection with the Security Agreement or otherwise (including warranties in this Agreement) and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Secured Party; or (vii) any attachment or levy against the Collateral or any other occurrence which inhibits the Secured Party's free access to the Collateral. (b) The Secured Party may declare all or part of the Indebtedness to be immediately due without notice upon the happening of any Event of Default or if the Secured Party in good faith believes that the prospect of payment of all or any part of the Indebtedness or the performance of the Debtor's obligations under this Agreement or any other agreement now or document relating hereafter in effect between the Debtor and the Secured Party is impaired. This paragraph is not intended to affect any rights of the Secured Party with respect to any Indebtedness which may now or evidencing a security interest in hereafter be payable on demand. (c) Upon the happening of any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for Event of Default the benefit of creditors, (D) Permits or consents Secured Party's rights with respect to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to Collateral shall be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies those of a secured party under the Uniform Commercial Code and any other applicable law from time to time in effect. The Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Debtor and the Secured Party. If requested by the Secured Party, the Debtor will assemble the Collateral and make it available to the Secured Party at a place to be designated by the Secured Party. (d) The Debtor agrees that any notice by the Secured Party of the sale or disposition of the Collateral or any other intended action hereunder, whether required by the Uniform Commercial Code or otherwise, shall constitute reasonable notice to the Debtor if the notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to the Debtor's address as specified in the State in this Agreement or to any other address which the principal office of Debtor has specified in writing to the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, Secured Party as the address to sell and assign which notices shall be given to the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting Debtor. (e) The Debtor shall pay all legal and other costs and expenses of incurred by the Secured Party in enforcing this Security Agreement, realizing upon any saleCollateral and collecting any Indebtedness (including reasonable attorney's fees) whether suit is brought or not and whether incurred in connection with collection, to apply trial, appeal or otherwise, and shall be liable for any deficiencies in the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of event the proceeds of sale and any other Property constituting security remaining after satisfaction disposition of the Bank Liabilities shall be returned to Collateral does not satisfy the respective Account Parties unless otherwise disposed of Indebtedness in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstfull.

Default. In the event that either party should be in default in the ------- performance of any of the Account Parties: (A) Fails to perform any obligation required under this Agreement its material duties or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, the other party may give notice to the defaulting party specifying the term or condition which is alleged as the basis of the default. If the defaulting Party does not proceed with due diligence to cure the default or does not correct or cure the noticed default within twenty (C20) Makes days after such notice, then this Agreement may be terminated by the non-defaulting party by giving written notice of termination to the defaulting party; said termination to be without prejudice to any rights or remedies, legal, equitable, or otherwise, available to the terminating party including such rights and remedies as shall from time-to-time be afforded by the Uniform Commercial Code. Any provision of this Agreement to the contrary notwithstanding, if, at any time during the term of this Agreement, Seller or Buyer is adjudicated bankrupt; or a petition for voluntary or involuntary bankruptcy is filed by or against Seller or Buyer; or Seller or Buyer shall petition for relief from its creditors under the Bankruptcy Act, or similar act, as from time to time amended; or Seller or Buyer shall make a general assignment for the benefit of creditors, (D) Permits creditors or consents consent to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver for a substantial part of its property; or if an order or decree is entered by any court of competent jurisdiction appointing a receiver for Seller or Buyer or for a substantial part of their property either with or without their consent, and such receiver is not removed or discharged within sixty (60) days from the date of said appointment; or if in any judicial proceeding a substantial part of the property of Seller or Buyer shall be attached or seized under [LOGO] any legal process and shall not be released or discharged therefrom by the furnishing of security or otherwise within sixty (60) days thereafter, then, upon the occurrence of any of the assets of any of the Account Partiessuch events applicable to Buyer, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedSeller may, at its option, declare Buyer to apply (or hold available be in escrow) breach hereof, terminate this Agreement, refuse to make any further deliveries hereunder and declare the proceeds obligations of Buyer for all Product theretofore furnished immediately due and payable; and upon the occurrence of any Property or other collateral assetssuch events applicable to Seller, and any other sums due from Issuer to any one of the Account PartiesBuyer may, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at declare Seller to be in breach hereof, terminate this Agreement, refuse to make any time or times thereafter, further purchases hereunder and terminate all of Buyer's obligations to sell and assign the whole Seller. The exercise of the Property, or any part thereof then constituting security pursuant rights provided in this Section 21 shall be without prejudice to any of the terms hereof, at any public legal rights or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) remedies otherwise available to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstterminating party.

Default. In the event that If any of the Account Parties: following events occurs and is continuing: (Aa) Fails failure by the Borrower to pay in full when due any amount of principal or interest on the Note; or (b) failure by the Borrower to perform or observe any obligation required of the provisions contained in Section 6; or (c) failure by the Borrower to perform or observe any of the provisions contained in any other subsection hereof if such failure is not cured within thirty (30) days of the Borrower's knowledge of the failure; or (d) failure of any Security Document, for any reason, to be in full force and effect or any party thereto shall default in the observance or performance of any of the covenants or agreements contained therein or a default or an event of default shall occur under this Agreement any Security Document; or (e) any representation or warranty made by the Borrower herein shall be false or misleading in any material respect; or (f) the Borrower shall default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any other Indebtedness for borrowed money of, or guaranteed by, the Borrower (including, without limitation, any Indebtedness under the CoBank Loan Documentation), or the Borrower shall be in default (after giving effect to any applicable grace period), or an event of default has occurred, under the terms and conditions of the CoBank Loan Documentation or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any evidence of other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one Indebtedness of the Account Parties, Borrower; or (Eg) Applies for any admission by the appointment Borrower of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, the commencement of any bankruptcy, insolvency, arrangement, reorganization or other debt-relief proceedings by, or the dissolution, termination of existence or insolvency (Ghowever evidenced) Fails to pay when dueof, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time the Borrower or any time thereafter declareaction authorized, taken or suffered by the Borrower with a view toward any of the same; or (h) failure by the Borrower within sixty (60) days after the institution of any proceedings against the Borrower under any law relating to bankruptcy, insolvency, arrangement, reorganization or relief of debtors or similar law to have such proceeding dismissed; then the Lender may, at its election and without demand or notice of any kind, which are hereby expressly waived, all obligations refuse to make further advances of the Loan hereunder, declare the unpaid balance of any outstanding Note and liabilities hereunder to be accrued interest thereon immediately due and payable, and Issuer is authorized, at its option, proceed to apply (or hold available in escrow) the proceeds of any Property or other collateral assetscollect same, and any other sums due from Issuer to any one of the Account Parties, to the payment of exercise any and all obligations other rights, powers and remedies given it by this Loan Agreement, the Note, the Security Documents or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code by law or in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstequity.

Default. In the event that any Time is of the Account Partiesessence with respect to Xxxxxx’s performance of its obligations under this Agreement. Lessor may declare this Lease in default if any one or more of the following occurs: (Aa) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails Lessee fails to make any payment required hereunder when due; (b) Lessee fails to maintain in force at all times the required insurance; (c) Lessee fails to properly operate, maintain or repair the Equipment; (d) Lessee fails to observe or perform any other obligations covenant or requirement of this Lease, which failure is not cured to Lessor’s satisfaction within five (5) days after Lessor’s notice to Lessee thereof; (e) Lessee attempts to sell, transfer or encumber the Equipment; (f) a voluntary or involuntary proceeding is instituted in any court of competent jurisdiction, seeking a decree or order (i) for relief in respect of Lessee under this Agreementany applicable bankruptcy, (C) Makes any insolvency, reorganization, assignment for the benefit of creditors, or other similar law, or (Dii) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any Lessee or its property, or (iii) for the winding up or liquidation of the assets of any of the Account Parties, Lessee’s affairs; (Fg) Becomes insolvent, or ceases, becomes unable or admits in writing its inability Lessee shall generally fail to pay its debts as they maturecome due; and/or (h) Lessee, in Lessor’s opinion, shall become financially insecure. At any time after such declaration, Lessor may enter, with or (G) Fails to pay when due, upon acceleration or otherwisewithout legal process, any premises where the Equipment is located and take possession thereof. Lessee shall provide Lessor with unobstructed ingress and egress for such purpose. Furthermore, Xxxxxx shall immediately pay to Lessor all amounts then due hereunder and all costs of removal and repossession of the Equipment. Lessor’s remedies herein shall be cumulative and are in addition to all other obligation remedies existing at law or in equity, including but not limited to, (a) terminate this Agreement and all rights of Lessee hereunder; (b) to Issuer, Issuer may at such time or declare the entire unpaid rent due (including any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder rent accruing during any minimum rental term) to be immediately due and payable; (c) to enter the premises where the Equipment is located, take possession of and remove the Equipment or render the Equipment inoperable, with or without legal process; (d) to demand that Lessee surrender and deliver up possession of the Equipment to Lessor; (e) with or without terminating this Agreement, to re-let the Equipment on such terms and conditions as are then available and otherwise acceptable to Lessor, and Issuer is authorizedapply rent payments received, at its optionafter deduction of all costs and expenses incurred by Lessor, to apply amounts due from Lessee under this Agreement; and (f) within Lessor’s sole discretion, but without any obligation, to take such action or hold available in escrow) make any payment to remedy any default, including but not limited to, procuring any required insurance coverage, paying any fine, imposition, penalty, taxes or fees incurred to recover and/or release the proceeds of Equipment from any Property forfeiture, seizure, confiscation or similar proceeding, or from any lien or other collateral assetsencumbrance imposed on the Equipment, and any other sums due from Issuer to any one all such payments of the Account Parties, which shall be reimbursed by Lessee. In addition to the payment of any amounts due Lessor hereunder, Lessee shall be responsible for and shall reimburse Lessor for all obligations or liabilities costs and expenses incurred by Lessor in connection with the exercise of any rights and remedies hereunder, including all expenses incurred in the removal and transportation of the Account Parties arising under this Agreement. In Equipment to Lessor’s premises, any such event Issuer shall have all cleaning, service and/or repair of the remedies of a secured party under the Uniform Commercial Code in effect Equipment, and in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any enforcement of the terms hereofand conditions of this Agreement or damages recoverable hereunder, at any public or private sale, at such time including costs of collection and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs reasonable attorney’s fees (including fees and expenses of incurred in any sale, to apply the net proceeds of such sale(sbankruptcy proceeding or on appeal) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition Event of Default, as defined in bankruptcy by or against any one the Default Document between the Borrower and the Holder, the outstanding principal amount of this Note, plus accrued but unpaid interest, liquidated damages, fees and other amounts owing in respect thereof through the Account Partiesdate of acceleration, (E) Applies for shall become, at the appointment of a receiver of any of the assets of any of the Account PartiesHolder’s election, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payablepayable in cash at the Mandatory Default Amount. Commencing five (5) days after the occurrence of any Event of Default that results in the eventual acceleration of this Note, the interest rate on this Note shall accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. In connection with such acceleration described herein, the Holder need not provide, and Issuer is authorizedthe Borrower hereby waives, at its optionany presentment, to apply (demand, protest or hold available in escrow) the proceeds other notice of any Property or other collateral assetskind, and the Holder may immediately and without expiration of any other sums due from Issuer to any one of the Account Parties, to the payment of grace period enforce any and all obligations or liabilities of its rights and remedies hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder at any time prior to payment hereunder and the Account Parties arising under this Agreement. In any such event Issuer Holder shall have all rights as a holder of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at note until such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residuetime, if any, as the Holder receives full payment pursuant to this Section 1.2. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon. The Mandatory Default Amount means the greater of (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest, liquidated damages, fees and other amounts hereon, divided by the Conversion Price on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a lower Conversion Price, multiplied by the VWAP on the date the Mandatory Default Amount is either demanded or paid in full, whichever has a higher VWAP, or (ii) 130% of the proceeds outstanding principal amount of sale this Note, plus 100% of accrued and any unpaid interest, liquidated damages, fees and other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstamounts hereon.

Default. In the event that (a) Without prejudice to any right of Lender to require payment on demand or to decline to make any requested Advance, each of the Account Parties: following shall be an event of default: (Ai) Fails Borrower fails to make any payment when due. (ii) Borrower fails to perform or comply with any term, covenant or obligation required under in this Agreement note or any agreement related to this note, or in any other agreement or document relating loan Borrower has with Lender. (iii) Borrower defaults under any loan, extension of credit security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower s property or Borrower's ability to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment repay this note or perform any other Borrower's obligations under this Agreementnote or any related documents. (iv) Any representation or statement made or furnished to Lender by Borrower or on Borrower's behalf is false or misleading in any material respect either now or at theltime made or furnished. (v) Borrower dies, (C) Makes becomes insolvent, liquidates or dissolves, a receiver is appointed for any part of Borrowers property, Borrower makes an assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy proceeding is commenced either by Borrower or against Borrower under any one bankruptcy or insolvency laws. (vi) Any creditor tries to take any of the Account Parties, (E) Applies for the appointment of Borrower's property on or in which Lender has a receiver lien or security interest. This includes a garnishment of any of the assets of any Borrower's accounts with Lender. (vii) Any of the Account Parties, (F) Becomes insolventevents described in this default section occurs with respect to any general partner in Borrower or any guarantor of this note, or ceases, becomes unable or admits in writing its inability any guaranty of Borrower's indebtedness to pay its debts as they matureLender ceases to be, or is asserted not to be, in full force and effect. (Gviii) Fails There is any material adverse change in the financial condition or management of Borrower or Lender in good xxxxx xxxxx itself insecure with respect to pay when duethe payment or performance of Borrower's obligations to Lender. If this note is payable on demand, the inclusion of specific events of default shall not prejudice Lenders right to require payment on demand or to decline to make any requested Advance. (b) Without prejudice to any right of Lender to require payment on demand, upon acceleration or otherwisethe occurrence of an event of default, any other obligation to Issuer, Issuer Lender may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, declare the entire unpaid Principal Balance on this note and all obligations and liabilities hereunder to be accrued unpaid interest immediately due and payable, and Issuer is authorizedwithout notice. Upon default, including failure to pay upon final maturity, Lender, at its option, may also, if permitted under applicable law, increase the interest rate on this note to apply (a rate equal to the Prime Borrowing Rate plus 5%. The interest rate will not exceed the maximum rate permitted by applicable law. In addition, if any payment of principal or hold available in escrow) the proceeds interest is 15 or more days past due, Borrower will be charged a late charge of any Property or other collateral assets, and any other sums due from Issuer to any one 5% of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstdelinquent payment.

Default. In Upon the event that occurrence or during the continuance or any one or more of the Account Parties: (A) Fails to perform any obligation required under events hereinafter enumerated, Holder or the holder of this Agreement Note may forthwith or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declareduring the continuance or any such event, without demand or by notice which are hereby expressly waivedin writing to the Maker, all obligations declare the unpaid balance of the principal and liabilities hereunder interest on the Note to be immediately due and payable, and Issuer is authorizedthe principal and interest shall become and shall be immediately due and payable without presentation, at its optiondemand, to apply (or hold available in escrow) the proceeds protest, notice of any Property protest, or other collateral assetsnotice of dishonor, and any other sums due from Issuer to any one all of the Account Partieswhich are hereby expressly waived by Maker, to such events being as follows: (a) Default in the payment of the principal and interest of this Note or any portion thereof when the same shall be come due and all obligations payable, whether at maturity as herein expressed, by acceleration, or liabilities otherwise, unless cured within five (5) days after notice thereof by Holder or the holder of such Note to Maker; (b) Maker shall file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, or shall file an answer admitting the jurisdiction of the Account Parties arising under this Agreement. In court and any such event Issuer material allegations of an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof, or shall have be adjudicated bankrupt, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of any receiver or trustee for Maker, or of all or any substantial portion of its property, or Maker shall make an assignment to any agent authorized to liquidate any substantial part of its assets; or (c) An order shall be entered pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof approving an involuntary petition seeking reorganization of the remedies Maker, or an order of a secured party under the Uniform Commercial Code in effect in the State in which the principal office any court shall be entered appointing any receiver or trustee of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Propertyfor Maker, or any part thereof then constituting security pursuant to receiver or trustee of all or any substantial portion of the terms hereofproperty of Maker, at or a writ or warrant of attachment or any public similar process shall be issued by any court against all or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all substantial portion of the Bank Liabilities. The residueproperty of Maker, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It such order approving a petition seeking reorganization or appointing a receiver or trustee is agreed that, with not vacated or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of themstayed, or otherwise deal with any Property by whomsoever pledgedsuch writ, mortgaged warrant of attachment, or subjected to a security interest to secure directly similar process is not released or indirectly any of the Bank Liabilities and/or any offset thereagainstbonded within 60 days after its entry or levy.

Default. (a) Current Owner (or a Landowner) shall be deemed to be in material default under this Agreement upon the expiration of thirty (30) days, as to monetary defaults, and sixty (60) days, as to non-monetary defaults, following receipt of written notice from Coordinator specifying the particulars in which a default is claimed unless, prior to expiration of the applicable grace period (thirty (30) days or sixty (60) days, as the case may be), such default has been cured. (b) Coordinator shall be deemed to be in material default under this Agreement upon the expiration of sixty (60) days following receipt of written notice of the failure to fulfill any of its obligations under this Agreement unless, prior to the expiration of such sixty (60) day period, such failure has been cured. (c) In the event that any of the Account Parties: (A) Fails either party to perform any obligation required this Agreement is in material default under this Agreement Agreement, the non-defaulting party or Landowner(s) shall be entitled to any remedy permitted by law or equity including, without limitation, specific performance, injunctive, or other equitable remedies in addition to any other remedy available at law or in equity, including damages. In this regard, in the event of monetary damages or any other agreement or document relating to or evidencing a security amount due under this Agreement, such damages and delinquent amount shall bear interest in at the rate of fifteen percent (15%) per annum from the due date until paid. (d) Upon Coordinator’s material uncured default of any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, this Agreement shall be fully released at Current Owner’s option. In such event, upon request by Current Owner, Coordinator (Ci) Makes shall record a full satisfaction and release of this Agreement and any assignment for outstanding liens with the benefit of creditorsMaricopa County Recorder, (Dii) Permits or consents shall confirm in writing the satisfaction and release of the Agreement, and (iii) shall within 90 days deliver to Current Owner all plans, documents, etc. provided to Coordinator, WUGT and HUC relating to the filing of Land. In the event Coordinator materially defaults on any voluntary obligations under this Agreement, Coordinator shall assign to Current Owner all Alternative Water Rights obtained from Current Owner or involuntary petition in bankruptcy by or against any one of otherwise relating to the Account Parties, (E) Applies for Land. In the appointment event of a receiver of any of material uncured default by Coordinator, Current Owner and each Landowner shall have the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability right to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of pursue any and all obligations or liabilities of the Account Parties arising under this Agreementlegal rights, damages and remedies against Coordinator for such default. In any such the event Issuer shall have of an uncured default by Coordinator, HUC and/or WUGT, all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionland deeded to Coordinator, at any time WUGT or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities HUC shall be returned conveyed to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstCurrent Owner.

Default. In (a) Upon the event occurrence and continuance of a Default or Event of Default, the Lenders agree to promptly confer in order that any Required Lenders, or the Lenders, as the case may be, may agree upon a course of action for the enforcement of the Account Parties: rights of the Lenders, and the Administrative Agent and the Collateral Agent shall be entitled to refrain from taking any action (Awithout incurring any liability to any Person for so refraining) Fails unless and until the Administrative Agent or the Collateral Agent, as appropriate, shall have received instructions from Required Lenders. All rights of action under the Loan Documents and all right to perform the Collateral, if any, hereunder may be enforced by the Administrative Agent and the Collateral Agent and any obligation required under this Agreement suit or proceeding instituted by the Administrative Agent or the Collateral Agent in furtherance of such enforcement shall be brought in its name as the Administrative Agent or the Collateral Agent, as applicable, without the necessity of joining as plaintiffs or defendants any other agreement or document relating to or evidencing a security interest in Lender, and the recovery of any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment judgment shall be for the benefit of creditorsthe Lenders (and, (Dwith respect to Lender Hedging Agreements, Lender Swap Parties) Permits or consents subject to the filing expenses of the Administrative Agent and/or the Collateral Agent. In actions with respect to any property of the Borrower or any other Loan Party, each of the Administrative Agent and the Collateral Agent is acting for the ratable benefit of each Lender (and, with respect to Lender Hedging Agreements, Lender Swap Parties). Any and all agreements to subordinate (whether made heretofore or hereafter) other indebtedness or obligations of the Borrower to the Obligation shall be construed (b) Each Lender authorizes and directs the Administrative Agent and the Collateral Agent to enter into the Collateral Documents on behalf of and for the benefit of the Lenders (and, with respect to Lender Hedging Agreement, Lender Swap Parties). (c) Except to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders, and except to the extent unanimity (or other percentage set forth in Section 10.01) is required hereunder, each Lender agrees that any action taken by the Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by the Required Lenders of the power set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. (d) Each of the Administrative Agent and the Collateral Agent is hereby authorized on behalf of the Lenders, without the necessity of any voluntary notice to or involuntary petition further consent from any Lender, from time to time to take any action with respect to any Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. (e) Neither the Administrative Agent nor the Collateral Agent shall have any obligation whatsoever to any Lender or to any other Person to assure that the Collateral exists, is owned by any Loan Party, is cared for, protected, or insured or has been encumbered or that the Liens granted to the Administrative Agent or the Collateral Agent herein or pursuant thereto have been properly or sufficiently or lawfully created, perfected, protected, or enforced, or are entitled to any particular priority, or to exercise at all or in bankruptcy by any particular manner or against under any duty of care, disclosure or fidelity, or to continue exercising any of the Rights granted or available to the Administrative Agent or the Collateral Agent in this Section 9.03 or in any of the Collateral Documents; it being understood and agreed that in respect of the Collateral, or any act, omission, or event related thereto, the Administrative Agent or the Collateral Agent may act in any manner it may deem appropriate, in its sole discretion, given the Administrative Agent’s or the Collateral Agent’s own interest in the Collateral as one of the Account PartiesLenders and that neither the Administrative Agent nor the Collateral Agent shall have any duty or liability whatsoever to any Lender, other than to act without gross negligence or willful misconduct. (Ef) Applies for the appointment of a receiver of any The Lenders hereby irrevocably authorize each of the assets of any of Administrative Agent and the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedCollateral Agent, at its optionoption and discretion, to apply release any Lien granted to or held by the Administrative Agent or the Collateral Agent upon any Collateral (or hold available in escrowi) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State constituting property in which no Loan Party owned an interest at the principal office of time the Issuer is located and Issuer is hereby authorized and empowered at its option, Lien was granted or at any time or times thereafter, (ii) constituting property leased to sell a Loan Party under a lease which has expired or been terminated in a transaction permitted under the Loan Document or is about to expire and assign which has not been, and is not intended by such Loan Party to be, renewed, and (iii) consisting of an instrument evidencing Indebtedness pledged to the whole Administrative Agent or the Collateral (g) In furtherance of the Propertyauthorizations set forth in this Section 9.03, or any part thereof then constituting security pursuant to any each Lender hereby irrevocably appoints each of the terms hereofAdministrative Agent and the Collateral Agent its attorney-in-fact, at any public or private salewith full power of substitution, at for and on behalf of and in the name of each such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale andLender, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s(i) to enter into Collateral Documents (including, without limitation, any appointments of substitute trustees under any Collateral Documents), (ii) to take action with respect to the payment Collateral and Collateral Documents to perfect, maintain and preserve the Liens securing the Obligations, and (iii) to execute instruments of all release or to take other action necessary to release Liens upon any Collateral to the extent authorized in clause (f) hereof. This power of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities attorney shall be returned liberally, not restrictively, construed so as to give the greatest latitude to the respective Account Parties unless otherwise disposed of Administrative Agent’s and the Collateral Agent’s power, as attorney, relative to the Collateral matters described in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstthis Section 9.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer ERS shall have all of the rights and remedies of a secured party under the Uniform Commercial Code Personal Property Security Act (hereinafter referred to as the "PPSA") as in effect in the State Province of Ontario (whether or not in which effect in the principal office of jurisdiction where the Issuer is located rights and Issuer is hereby authorized and empowered at its option, at remedies are asserted) and/or any time or times thereafter, other applicable law as to sell and assign the whole of the PropertyCollateral, or any part thereof then constituting security pursuant thereof, of any other jurisdiction as to the Collateral, or any part thereof, therein located (whether or not such other law applies to the affected Collateral) and shall further have, in addition to all other rights and remedies provided herein, by the Guaranty or by law, the following rights and powers in the event any payment becomes due under the Guaranty: (i) ERS is authorized to take possession of the terms hereofCollateral, and any and all items thereof, and, for that purpose, may enter, with the aid and assistance of any person or persons, any premises where records related to the Collateral, or any part thereof, are, or may be, placed and remove the same; (ii) At ERS' request, Telepanel shall assemble the records related to the Collateral and make it available to ERS at places which ERS shall select, whether at Telepanel's premises or elsewhere; (iii) ERS' obligation, if any, to make additional Working Capital Advances to the Joint Venture shall immediately terminate. (iv) ERS shall have the right from time to time to (A) sell, resell, assign and deliver all or any public part of the Collateral for cash, for credit or private salefor other property, at for immediate or future delivery, and for such price or prices as ERS shall determine, (B) adjourn any such sale or cause the same to be adjourned from time to time to a subsequent time and place announced at the time and upon such terms as Issuer may deem proper place fixed for the sale, and (C) carry out any agreement to sell the Collateral, or any part thereof, in accordance with the terms of such agreement, notwithstanding the fact that after ERS shall have entered into such an agreement the Guaranty and other Obligations due may have been paid in full; (v) Upon each such sale, ERS may, unless prohibited by applicable statute which cannot be waived, bid for and purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right in Issuer to be the purchaser at of redemption and equities of Telepanel, which are hereby waived and released; (vi) The proceeds of any such sale andor other disposition of the Collateral, after deducting all legal and other costs and or any part thereof, shall be applied, first, to the expenses of any retaking, holding, processing and preparing for sale, selling, and the like, and to apply the net proceeds reasonable attorneys' fees and legal expenses incurred by ERS, and then to satisfaction of such sale(s) the Obligations, and to the payment of all any other amounts required by applicable law, after which ERS shall account to Telepanel for any surplus proceeds. If, upon the sale or other disposition of the Bank LiabilitiesObligations, or any part thereof, the proceeds thereof are insufficient to pay all amounts to which ERS is legally entitled, Telepanel will be liable for the deficiency, together with interest thereon, at the rate prescribed in the Note, and the fees of any attorneys employed by ERS to collect such deficiency. The residueTo the extent permitted by applicable law, if anyTelepanel waives all claims, damages, and demands against ERS arising out of the proceeds of repossession, removal, retention or sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of themCollateral, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstpart thereof.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest 7.1 The BORROWER shall be in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition default in bankruptcy by or against any one of the Account Partiesfollowing events if it: (a) fails to fulfill the obligations arising from the insurance clause, the clause of charges and conditions hereinabove, or any other clause hereof; (Eb) Applies for fails to pay, on their respective due dates, the appointment installment of capital and interest due under the terms hereof and/or under the terms of the Loan Agreement; (c) makes an assignment of property in favour if its creditors, is put into bankruptcy or liquidation, becomes insolvent, makes a proposal, or avails itself of the Companies’ Creditors Arrangement Act; (d) fails to obtain the release of any seizure of the property in execution of a receiver judgment; (e) fails to obtain the release of any prior notice of the exercise of a hypothecary right or any other right registered against the property or fails to remedy any default under the terms of another hypothec or charge affecting the property; (f) makes a false or inaccurate declaration herein; or (g) fails to fulfill any of its obligations and/or is in breach of any of the assets of any terms and conditions under the Loan Agreement. 7.2 In the event of the Account Partiesdefault, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declarethe LENDER shall be entitled, without demand or notice which are hereby expressly waived, all obligations prejudice to its other rights and liabilities hereunder recourses; (a) to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) exact the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the immediate payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of its claim, in capital, interest, costs and accessories from the PropertyBORROWER and/or from any other person guaranteeing and/or indebted to the BORROWER; (b) to execute any obligation which has not been fulfilled by the BORROWER, or in the place and at the expense of the latter; (c) notwithstanding which hypothecary recourse the LENDER shall avail itself of, the following provisions shall apply: (i) the LENDER shall be entitled, at the sole cost and expense of the BORROWER, to use all information it may have obtained in exercising its rights under the Loan Agreement and/or hereof, perform and/or complete any part thereof then constituting security pursuant engagement undertaken by the BORROWER, exercise all rights attached to the property charged herein and use the premises of where the property herein charged is situated in order to exercise one and/or any of its rights; (ii) the terms hereofLENDER shall be entitled to acquire either directly or indirectly the property herein charged; (iii) the LENDER shall not be required to make and/or provide an inventory, at to insure the property and/or to provide any public or private salesecurity whatsoever; (iv) if the LENDER, at such time exercises the recourse of taking in payment, and place the BORROWER requires the LENDER instead of same to proceed to the sale of the property charged, the BORROWER agrees and upon such terms as Issuer may deem proper and recognizes that the LENDER will not be required to abandon its recourse of taking in payment unless, before the expiry of the delay allotted to the BORROWER to surrender the property the BORROWER has provided the LENDER with security in amounts deemed sufficient by the right LENDER in Issuer order for the latter party to be integrally reimbursed for the purchaser at such sale and, after deducting debt due and owing and the BORROWER has as well integrally reimbursed the LENDER for all legal and other costs and expenses inclusive of any sale, all attorney and consultant fees incurred by the latter and the BORROWER has advanced the necessary sums in the amounts as stipulated by the LENDER in order to apply the net proceeds of such sale(s) proceed to the payment sale; it being furthermore understood that the LENDER shall in its sole discretion decide which mode of all sale to employ; (v) the BORROWER shall be deemed to have irrevocably surrendered the property charged to the LENDER if within the delay allotted to surrender by law or by the Court in the event of a shorter delay being allotted, the LENDER has not received a written notice from the BORROWER to the effect that the latter party opposes the LENDER’s recourse of taking in payment; (vi) if the LENDER proceeds to the sale of the Bank Liabilities. The residueproperty charged, if any, the Lender shall not be required to obtain prior thereto from any person an evaluation of the proceeds property being sold nor shall the Lender in any case whatsoever be held liable for selling the property charged below any normal distress selling price of similar property; (vii) the sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall property charged may be returned to made with legal warranty on the respective Account Parties unless otherwise disposed part of in accordance with written instructions from the customer’s bank. It is agreed thatBORROWER or, at the choice of the LENDER, with total or without notification to any partial exclusion of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstwarranty.

Default. In the event that the Advertiser fails to pay when due any of the Account Parties: (A) Fails rental provided for herein, or fails to perform observe, or violates, any obligation required of the other terms, conditions and understandings hereof to be observed or performed by it, then, in that event, Foothills Bridal, at its option, may terminate this agreement or may re-enter the premises and re-take possession thereof and provide the premises at the best agreement obtainable, with the Advertiser remaining liable for the deficiency, if any, between the Advertiser’s agreement received by Foothills Bridal on any new agreement or may pursue any other legal or equitable remedy to which Foothills Bridal may be entitled. It is further agreed that if the Advertiser shall be adjudged bankrupt or insolvent under this Agreement the laws of the United States, or any other agreement state, or document relating to or evidencing if it makes a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any general assignment for the benefit of its creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies if a receiver is appointed for the appointment of a receiver of any of the assets of any of the Account PartiesAdvertiser, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedFoothills Bridal, at its option, may terminate this agreement or may re-enter the agreed upon premises and re- take possession thereof and provide the premises at the best agreement obtainable, with the Advertiser remaining liable for the deficiency, if any, between the Advertiser’s agreement received by Foothills Bridal on any new agreement or may pursue any other legal or equitable remedy to apply (or hold available which Foothills Bridal may be entitled. Nothing in escrow) the proceeds this paragraph number 8 shall be construed as a waiver of any Property of Foothills Bridal’s rights in connection with any such bankruptcy or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreementinsolvency proceedings. In any such the event Issuer shall have all either party obtains the services of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time an attorney or times thereafter, collection agency to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to enforce any of the terms hereofand conditions of this agreement, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer prevailing party shall be entitled to be collect from the purchaser at such sale and, after deducting losing party all legal reasonable attorney fees and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstcollection.

Default. In the event that Steelway has, in its sole discretion, any of doubts or concerns with respect to the Account Parties: (A) Fails Purchaser’s financial responsibility, Steelway shall be entitled, without any liability for same, to perform any obligation required under this Agreement stop operations, stop shipment, withhold delivery, or exercise any other agreement rights or document relating remedies to which it is entitled at law or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment equity until the Purchaser has paid for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal materials and other costs and expenses hereunder or until the Purchaser has satisfied Steelway of its financial responsibility. In addition, Steelway may cancel this Agreement by giving written notice to that effect to the Purchaser (which notice shall take immediate effect), and shall not be obliged to deliver any further Goods to the Purchaser where: (a) the Purchaser defaults in the payment for any Goods shipped by Steelway to the Purchaser hereunder or under any other quotation or order; (b) any formal or informal proceeding for the dissolution of, liquidation of, or winding up of the affairs of the Purchaser is instituted by or against the Purchaser or where a resolution is passed or any other act undertaken for the winding up of the Purchaser; (c) the Purchaser ceases or threatens to cease to carry on its business; (d) a receiver, manager, curator, trustee or similar officer is appointed in respect of the Purchaser or any part of its assets, by a regulatory authority, a court of competent jurisdiction, or under an agreement; (e) the Purchaser is adjudged bankrupt or becomes insolvent, or a petition in bankruptcy is filed against the Purchaser, or where the Purchaser makes an assignment for the general benefit of creditors, or a proposal to creditors under the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or similar legislation of any salejurisdiction or where proceedings of any type are instituted in any jurisdiction in respect of the alleged insolvency or bankruptcy of the Purchaser. The termination of this Agreement shall not release, discharge or otherwise affect the obligation of the Purchaser to apply the net proceeds of such sale(s) pay for any Goods delivered to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned Purchaser prior to the respective Account Parties unless otherwise disposed of in accordance with written instructions from time when the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainsttermination took effect.

Default. In the event that of default by Client of any obligation under any ----------- transaction or agreement with your or any of the Account Parties: (A) Fails your affiliates, if Client shall become bankrupt, insolvent or subject to perform any obligation required under this Agreement bankruptcy, reorganization, insolvency or similar proceeding, or if for any reason you or any of your affiliates deem it advisable for your or their protection, you or any of your affiliates may, without notice or demand to Client, and at such times and places as you may determine, cancel., terminate, accelerate, liquidate and/or close-out any or any transactions and agreements between Client and you or any of your affiliates, pledge or sell any securities or other agreement property which you or document relating any of your affiliates may hold for Client or which is due to Client (either individually or evidencing jointly with others) and apply the proceeds to the discharge of the obligation, set-off, net and recoup any obligations to Client against any obligations to you or any of your affiliates, exercise all rights of a secured creditor in respect of all collateral in which you or your affiliates have a security interest or right of set-off, cover any open positions of Client (by buying in or borrowing securities or otherwise) and take such other actions as you or any Property granted of your affiliates deem appropriate provided that if applicable law would stay or otherwise impair the ability of your or any of your affiliates to Issuertake any such action upon any such bankruptcy, (Breorganization, insolvency or similar proceeding, you and the applicable affiliate(s) Fails will be deemed to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents have taken such action with respect to the filing cancellation, termination, acceleration, liquidation and/or close-out of any voluntary transactions, and the application of appropriate set-offs and if and to the extent you deem it appropriate, the sale or involuntary petition in bankruptcy by disposition of securities or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the other assets of any Client, the exercise of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies rights of a secured party under creditor, and the Uniform Commercial Code in effect in the State in which the principal office application of the Issuer is located proceeds immediately prior to such bankruptcy, reorganization, insolvency or similar proceeding. Client shall remain liable for any deficiency and Issuer is hereby authorized shall promptly reimburse you and empowered at its optionyour affiliates for any loss or expense incurred thereby, at including losses sustained by reason of an inability to borrow any time securities or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstproperty sold for Client's account.

Default. In the event that of default by Client of any obligation under any transaction or agreement with you or any of the Account Parties: (A) Fails your affiliates, if Client shall become bankrupt, insolvent or subject to perform any obligation required under this Agreement bankruptcy, reorganization, insolvency or similar proceeding, or if for any reason you or any of your affiliates deem it advisable for your or their protection, you or any of your affiliates may, without notice or demand to Client, and at such times and places as you may determine, cancel, terminate, accelerate, liquidate and/or close-out any or all transactions and agreements between Client and you or any of your affiliates, pledge or sell any securities or other agreement property which you or document relating any of your affiliates may hold for Client or which is due to Client (either individually or evidencing jointly with others) and apply the proceeds to the discharge of the obligation, set-off, net and recoup any obligations to Client against any obligations to you or any of your affiliates, exercise all rights of a secured creditor in respect of all collateral in which you or your affiliates have a security interest or right of set-off, cover any open positions of Client (by buying in or borrowing securities or otherwise) and take such other actions as you or any Property granted of your affiliates deem appropriate provided that if applicable law would stay or otherwise impair the ability of your or any of your affiliates to Issuertake any such action upon any such bankruptcy, (Breorganization, insolvency or similar proceeding, you and the applicable affiliate(s) Fails will be deemed to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents have taken such action with respect to the filing cancellation, termination, acceleration, liquidation and/or close-out of any voluntary transactions, and the application of appropriate set-offs, and if and to the extent you deem it appropriate, the sale or involuntary petition in bankruptcy by disposition of securities or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the other assets of any Client, the exercise of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies rights of a secured party under creditor, and the Uniform Commercial Code in effect in the State in which the principal office application of the Issuer is located proceeds immediately prior to such bankruptcy, reorganization, insolvency or similar proceeding. Client shall remain liable for any deficiency and Issuer is hereby authorized shall promptly reimburse you and empowered at its optionyour affiliates for any loss or expense incurred thereby, at including losses sustained by reason of an inability to borrow any time securities or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstproperty sold for Client's account.

Default. In Upon the event that happening of any one or more of the Account Parties: (A) Fails to perform any obligation required under following events, Purchaser may terminate this Agreement and any Commitments, and shall have the other remedies specified herein: (a) Failure by Seller duly to observe or any other agreement or document relating to or evidencing a security interest perform in any Property granted respect any covenant, condition or agreement in this Agreement to Issuerbe observed or performed by Seller for a period of thirty (3Q) days after written notice, specifying such failure and requesting that it be remedied, given to Seller by Purchaser (Bb) Fails Any representation by Seller proves to make be false or Seller breaches any payment warranty given to Purchaser. (c) A decree or perform any other obligations under this Agreement, (C) Makes any assignment for order of a court or agency or supervisory authority having jurisdiction in the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of any debt, marshalling of the assets of any of the Account Parties, (F) Becomes insolventand liabilities or similar proceedings, or ceasesfor the winding-up or liquidation of its affairs, becomes unable shall have been entered against the Seller. (d) Seller shall consent to the appointment of a conservator or admits receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Seller or of or relating to all or substantially all of its property. (e) Seller shall admit in writing its inability to pay its debts generally as they maturebecome due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations. (Gf) Fails Any document, instrument, agreement or other paper delivered by Seller to pay when duePurchaser contains a material inaccuracy or fails to conform with the terms of this Agreement. (g) Seller solicits any Mortgagor to refinance a Mortgage Loan (except for a solicitation which is incidental to a solicitation directed to the general public and not to a specific Mortgagor). If Seller defaults under this Agreement for any reason stated above, upon acceleration or otherwisePurchaser shall not be obligated to purchase any Mortgage Loan covered by an outstanding Commitment. Nevertheless, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorizedPurchaser may, at its option, to apply (in the event of default by Seller, terminate this Agreement and purchase one or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one more of the Account Parties, Mortgage Loans covered by Commitments issued prior to the payment date of termination. In addition, Purchaser shall have the right to offset from any and all obligations or liabilities amount due to Seller any amount Seller owes to Purchaser under any provision of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.

Default. In The Debtor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the event that Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the law in all relevant jurisdictions and may: a. Declare all Obligations secured hereunder, or any of the Account Parties: them (A) Fails to perform notwithstanding any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuerprovision thereof), (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payablepayable without demand or notice. b. Personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and Issuer for that purpose may enter upon the Debtor's premises where any of the Collateral is authorizedlocated and remove the same and use in connection with such removal any and all services, at its optionsupplies, aids and other facilities of the Debtor; c. Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables) constituting the Collateral to apply (make any payment required by the terms of such instrument or hold available in escrow) agreement directly to the Secured Party; d. Sell, assign or otherwise liquidate, or direct the Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any Property such sale or other collateral assetsliquidation; and e. Take possession of the Collateral or any part thereof, by directing the Debtor in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Debtor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party, (ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided herein, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Debtor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Debtor of said obligation. f. Any Collateral repossessed by the Secured Party under or pursuant hereto, and any other sums due from Issuer Collateral whether or not so repossessed by the Secured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Secured Party may, in compliance with any one mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Account PartiesCollateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party or after any overhaul or repair which the Secured Party shall determine to be commercially reasonable. g. Except as otherwise provided in this Agreement, THE DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the Debtor hereby further waives, to the extent permitted by law: All damages occasioned by such taking of possession except any damages which are the direct result of the Secured Party's gross negligence or willful misconduct; All other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Secured Party's rights hereunder; and All rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and the Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Debtor therein and thereto, and shall be a perpetual bar both at law and in equity against the Debtor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Debtor. h. Charge Debtor with all expenses of retaking, holding, preparing for sale, selling, collecting, filing applicable actions, including but not limited to attorney fees and costs. i. The proceeds of any Collateral obtained or disposed of pursuant hereto shall be applied as follows: i. To the payment of any and all obligations or liabilities expenses and fees (including, without limitation, reasonable attorneys' fees) incurred by the Secured Party in obtaining, taking possession of, removing, insuring, repairing, storing and disposing of Collateral and any and all amounts incurred by the Account Parties arising under this AgreementSecured Party in connection therewith; ii. In Next, any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof surplus then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) remaining to the payment of the Obligations in the following order of priority: (a) all interest accrued and unpaid; (b) the principal amount owing on the Loans; (c) the fees then owing to the Agent; and (d) all other Obligations then owing; and iii. If the Total Commitment is then terminated and no other Obligation is outstanding, any surplus then remaining shall be paid to the Debtor, subject, however, to the rights of the Bank Liabilities. The residue, if any, holder of any then existing Lien of which the Secured Party has actual notice (without investigation); it being understood that the Debtor shall remain liable to the extent of any deficiency between the amount of the proceeds of sale the Collateral and the aggregate amount of the sums referred to in this Article 4. j. No failure or delay on the part of the Secured Party or any holder of any Note in exercising any right, power or privilege hereunder and no course of dealing between the Debtor and the Secured Party or the holder of any Obligation shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other Property constituting security remaining after satisfaction or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Secured Party or the holder of any Obligation would otherwise have. No notice to or demand on the Debtor in any case shall entitle the Debtor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the Bank Liabilities rights of the Secured Party or the holder of any Obligation to any other or further action in any circumstances without notice or demand. k. In case the Secured Party shall be returned have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely to the respective Account Parties unless otherwise disposed Secured Party, then and in every such case the Debtor, the Secured Party and each holder of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt Obligations shall be restored to any of them, or otherwise deal their former positions and rights hereunder with any Property by whomsoever pledged, mortgaged or subjected respect to a the Collateral subject to the security interest to secure directly or indirectly any created under this Agreement, and all rights, remedies and powers of the Bank Liabilities and/or any offset thereagainstSecured Party shall continue as if no such proceeding had been instituted.

Default. A. In the event that any of Licensee shall default in the Account Parties: (A) Fails to perform any obligation required under this Agreement performance or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver observance of any of the assets terms or conditions of this License Agreement, including the Rules and Regulations annexed, which Licensee fails to cure by the due date (including payment for Base Services or Sundry Services or twenty-four hours in the event of a default under Paragraph 5 above) after the giving of written notice thereof by Licensor to Licensee, then the License shall be deemed to have terminated at the end of said period and Licensee shall vacate the Unit on or before the date set forth in such notice as if that date were the date set forth as to be the end and expiration of this License Agreement. B. In the event that Licensee shall fail to vacate the Unit on or before the date set forth in Licensors notice given pursuant to Article 6 (A) above, then Licensor, in addition to any other remedies available to it, shall have the option to pursue any one or more of the following remedies without any additional notice or demand whatsoever and without incurring any liability therefore and without limitation to Licensor in the exercise of any other remedy: (1) Licensor may forthwith terminate this Agreement and the license to use any portion of the Account PartiesPremises, and re-enter and take possession of same. (2) Licensor may forthwith take and hold any property of Licensee as payment, in whole or in part, of Licensees obligations hereunder, and if Licensees default continues, after 10 days deem such property abandoned and dispose of same as Licensor shall determine, or (3) Licensor may forthwith accelerate and demand immediate payment of all remaining payments due under the balance of the term of the Agreement; or (4) Licensor may forthwith discontinue any or all Base Services and/or Sundry Services to Licensee, including but not limited to, phone and reception service, internet access, fax service, and mail service, use of conference room, etc. and any use of any common facilities by Licensee; or (5) Pursue any other remedy now or hereunder available to Licensor. Licensor exercise of any right or remedy shall not prevent it from exercising any other right or remedy. C. Licensee agrees to pay all costs and expenses, including reasonable attorney’s fees, expended or incurred by Licensor in connection with the enforcement of the Agreement, the collection of any sums due hereunder, any action for declaratory relief in any way related to this Agreement, or the protection or preservation of any rights of Licensor hereunder. In the event Licensee delivers notice of non-renewal to Licensor but fails to surrender occupancy and holds over possession beyond the expiration date then, at Licensor option, (Fi) Becomes insolvent, or ceases, becomes unable or admits in writing its inability the monthly Base Service Fee due and payable during the holdover period shall be 150 % of the Base Service Fee paid by Licensee prior to pay its debts as they matureholdover, or (Gii) Fails to pay when duethe non-renewal notice from Licensee shall be deemed null and void, upon acceleration and the term renewed. In the event Licensee defaults then any concessions or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be fees previously waived shall become immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, . D. If Licensor shall terminate this license pursuant to the payment terms of this paragraph 6, Licensee shall remain liable to Licensor for any unpaid Base Service Fee and Sundry Service Fee and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionother damages, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses incurred by Licensor arising out of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstLicensees default.

Default. In the event that any of the Account Parties: (A) Fails to perform any obligation required A default under this Agreement Note shall occur if: (a) there is a default in payment of any installment of principal and/or interest due hereunder or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents payments due pursuant to the filing of Loan Documents; or (b) there is a default in the performance by Borrower, any voluntary Guarantor or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment grantor of a receiver mortgage, deed of trust, or other security in connection with this Note of any of the assets of any of the Account Partiesterms, conditions or provisions contained herein other than those identified in subsection (Fa) Becomes insolventabove, or ceasescontained in the Loan Documents (including, but not limited to, the Events of Default set forth in the Loan Agreement), or contained in any document executed and/or delivered by Borrower, any Guarantor, or any other individual or entity affiliated with Borrower and/or any Guarantor in connection herewith, or contained in any other agreement between Borrower and/or any Guarantor and Lender or between Borrower and/or any Guarantor and any other creditor; or (c) Borrower or any Guarantor: (i) becomes unable insolvent or admits in writing its takes any action which constitutes an admission of inability to pay its debts as they mature; (ii) makes an assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its assets; (iii) becomes the subject of an “order for relief” within the meaning of the United States Bankruptcy Code; (iv) files a petition in bankruptcy, or for reorganization, or to effect a plan or other arrangement with creditors; (Gv) Fails is adjudged a bankrupt; (vi) files an answer to pay when duea creditor’s petition, upon acceleration admitting the material allegations thereof, for an adjudication of bankruptcy or for reorganization or to effect a plan or other arrangement with creditors; (vii) applies to a court for the appointment of a receiver or a custodian for any of its assets or proceedings; (viii) has filed against it an involuntary petition pursuant to the United States Bankruptcy Code; (ix) has a receiver, trustee, custodian, liquidator or like officer appointed to take custody, control or possession of any property subject to any lien, encumbrance or security interest securing payment of this Note; (x) dies or becomes incapacitated, or is dissolved or ceases to continue its business as a going concern; (xi) has filed against any collateral securing this Note any foreclosure or forfeiture proceedings, whether by judicial proceedings, self-help, repossession or otherwise, by any creditor of Borrower or any governmental entity; (xii) has filed against it a judgment which is not satisfied or “bonded over” within thirty (30) days after the entry thereof; or has issued against it any attachments or garnishments or the filing of any lien which is not discharged or “bonded over” within thirty (30) days after such issuance or filing; or (d) any representation, certification or warranty made or provided by or on behalf of Borrower or any Guarantor to induce Lender to extend credit to Borrower hereunder, made or provided in the Loan Documents or made or provided in any document delivered to Lender in conjunction with this transaction is at anytime false, misleading or inaccurate, in any material respect; or (e) upon the occurrence of a default under any of the Loan Documents (including, but not limited to, the Events of Default set forth in the Loan Agreement), a default under any agreement executed in connection with an interest rate swap or similar transaction between Borrower and Lender, or upon the occurrence of a default under any loan, extension of credit, security agreement, purchase or sale agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s obligations under this Note or any of the Loan Documents; or (f) upon any merger, consolidation, reorganization or other similar transaction or event that results in any change in the corporate structure of the Borrower. (g) a material adverse change occurs in Borrower’s or any Guarantor’s financial condition, or Lender believes the prospect of payment or performance of this Note or the Guaranty is impaired, or Lender in good faith believes itself to be insecure; (h) Borrower or any Guarantor shall be in default under any other agreement with Lender or with any other creditor (whether in connection with the Loan or otherwise) and any required notice shall have been given and any time in which to cure the default shall have elapsed. For purposes of this Section, the term “Like-Owned Affiliates” shall mean any Affiliate of Borrower that has the same ultimate owner(s), whether directly or indirectly, as Borrower as of the date of any such default. For purposes of this Section, the term “Affiliate” shall mean any person or entity that controls, is controlled by, or is under common control with, Borrower as of the date of any such default. If Borrower fails to pay any installment of principal and/or interest when due or fails to make any other payments when due under this Note or the Loan Documents (including, but not limited to, any payments of real estate taxes or insurance required to be paid by Borrower), or if Borrower or any Guarantor fails to perform any other obligation to Issuerunder this Note or the Loan Documents or if Borrower, Issuer may at such time any of its Like-Owned Affiliates or any time thereafter declare, without demand Guarantor shall otherwise be in default under this Note or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payablethe Loan Documents, and Issuer such failure is authorized, at its option, to apply (or hold available in escrow) not cured within the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residuecure period, if any, provided in this Section, then such failure shall constitute an “Event of the proceeds Default” hereunder. If any default (other than: (i) a default in payment of sale and principal and/or interest or any other Property constituting security remaining after satisfaction payments required to be made under this Note or the Loan Documents including, but not limited to, any payments of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed real estate taxes or insurance; or (ii) a default which is an Event of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to Default under any of the Account PartiesLoan Documents for which a cure period has already been provided for under the applicable document), Issuer may exchange, release, surrender, realize upon, release on trust receipt to any is curable and if Borrower has not been given a notice of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any breach of the Bank Liabilities and/or any offset thereagainstsame provision of this Note within the preceding twelve (12) months, such default may be cured if Borrower, after receiving written notice from Lender demanding cure of such default: (1) cures the default within thirty (30) days or (2) if the cure requires more than thirty (30) days, immediately initiates steps which Lender deems in Lender’s sole discretion to be sufficient to cure the default and thereafter Borrower continues to diligently pursue such cure and completes all reasonable and necessary steps sufficient to cure such default as soon as reasonably practical. Upon the occurrence of an Event of Default, the entire unpaid principal balance plus accrued interest shall immediately become due and payable. Upon the occurrence of an Event of Default, including failure to pay upon final maturity, the interest rate on this Note shall be increased by adding a 2.000 percentage point margin (“Default Rate Margin”) to the then applicable Note Rate. The Default Rate Margin shall also apply to each succeeding interest rate change that would have applied had there been no occurrence of an Event of Default. However, in no event will the interest rate exceed the maximum interest rate limitations under applicable law.

Default. In the event that 11.01 Events of Default The occurrence of any one or more of the Account Partiesfollowing events (each such event being herein referred to as an “ Event of Default ”) will constitute a default under this Agreement: (A) Fails - 116 - rate offered by the Agent for deposits as determined by the Agent, acting reasonably and will be applied in payment of such Bankers’ Acceptances as they mature and such Letters of Credit if payment is required thereunder or otherwise as the Agent may require. The Borrowers will execute and deliver as security for such Advances all such security as the Lenders may deem necessary or advisable in connection therewith including, without limitation, an assignment of credit balance in respect of such cash collateral accounts. 4. Remedies Cumulative and Waivers For greater certainty, it is expressly understood and agreed that the respective rights and remedies of the Lenders and the Agent hereunder or under any other Credit Document or instrument executed pursuant to perform this Agreement are cumulative and are in addition to and not in substitution for any obligation required rights or remedies provided by law or by equity; and any single or partial exercise by the Lenders or by the Agent of any right or remedy for a default or breach of any term, covenant, condition or agreement contained in this Agreement or other document or instrument executed pursuant to this Agreement will not be deemed to be a waiver of or to alter, affect or prejudice any other right or remedy or other rights or remedies to which any one or more of the Lenders and the Agent may be lawfully entitled for such default or breach. Any waiver by the Lenders or the Agent of the strict observance, performance or compliance with any term, covenant, condition or other matter contained herein and any indulgence granted, either expressly or by course of conduct, by the Lenders or the Agent will be effective only in the specific instance and for the purpose for which it was given and will be deemed not to be a waiver of any rights and remedies of the Lenders or the Agent under this Agreement or any other agreement Credit Document or document relating instrument executed pursuant to or evidencing this Agreement as a security interest in any Property granted to Issuer, (B) Fails to make any payment or perform result of any other default or breach hereunder or thereunder. 5. Termination of Lenders’ Obligations The occurrence of an Event of Default that has not been waived by the Lenders will relieve the Lenders of all obligations under this Agreementto provide any further Advances hereunder whether by Rollover, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration Conversion or otherwise, by way of Bankers’ Acceptances (and BA Equivalent Notes), LIBOR Advances or Letters of Credit; provided that the foregoing will not prevent the Lenders from disbursing money hereunder in reduction of then outstanding Bankers’ Acceptances and Letters of Credit. For greater certainty any such Advances will be at the sole discretion of the Lenders. The Agent may reallocate all Advances pro rata among the Lenders in such manner as the Agent determines is equitable. 6. Saving The Lenders will not be under any obligation to the Borrowers or any other obligation Person to Issuer, Issuer may at such time realize any collateral or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) enforce the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, Security or any part thereof then constituting security pursuant or to allow any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer collateral to be sold, dealt with or otherwise disposed of. Except by reason of Applicable Law, the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) Lenders will not be responsible or liable to the payment of all Obligors or any other Person for any loss or damage upon the realization or enforcement of, or the failure to realize or enforce the collateral or any part thereof or the failure to allow any of the Bank Liabilities. The residuecollateral to be sold, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless dealt with or otherwise disposed of or for any act or omission on their respective parts or on the part of any director, officer, agent, servant or adviser in accordance connection with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Partiesforegoing, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to except that a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainst.Lender

Default. In (a) Upon the event that occurrence and during the continuance of a Default pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default, the Administrative Agent may exercise from time to time any rights and remedies available to it under the Credit Agreement, the Uniform Commercial Code or the other Loan Documents or otherwise available to it, including, without limitation, sale, assignment, or other disposal of the Collateral in exchange for cash or credit. If any notification of intended disposition of any of the Account Parties: Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed to the Pledgor at least ten (A10) Fails days before such disposition as provided in Section 15.3 of the Credit Agreement. Any proceeds of any disposition of Collateral shall be applied as provided in Section 8 hereof. No rights and remedies of the Administrative Agent expressed hereunder are intended to perform be exclusive of any obligation required other right or remedy, but every such right or remedy shall be cumulative and shall be in addition to all other rights and remedies herein conferred, or conferred upon the Administrative Agent under this Agreement or any other agreement or document instrument relating to any of the Secured Obligations or evidencing security therefor or now or hereafter existing at law or in equity or by statute. No delay on the part of the Administrative Agent in the exercise of any right or remedy shall operate as a security interest waiver thereof, and no single or partial exercise by the Administrative Agent of any right or remedy shall preclude any other or further exercise thereof or the exercise of any other right or remedy. (i) The Pledgor agrees that in any Property granted to Issuer, (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver sale of any of the assets Collateral, the Administrative Agent is authorized to comply with any limitation or restriction in connection with such sale as counsel may advise the Administrative Agent is necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent or any Secured Obligee be liable or accountable to the Pledgor for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction. (ii) Without limiting the rights of the Administrative Agent under any other provision of this Agreement, and in addition thereto, the Pledgor agrees that, to the maximum extent permitted by law, after a Default pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default shall have occurred and shall be continuing, upon written request from the Administrative Agent, the Pledgor shall or shall cause any or all of the Issuers, as the case may be, to prepare, file and cause to become effective promptly, registration statements complying with the Securities Act of 1933, as amended, for the public sale of such of the Collateral as the Administrative Agent may elect, and to take comparable action to permit such sales under the securities laws of such jurisdictions as the Administrative Agent may designate. The Pledgor further agrees to cause any or all of the Issuers, as the case may be, to enter into and perform its obligations under one or more underwriting agreements in connection therewith, containing customary representations, warranties, covenants and indemnities and contribution provisions if requested by the Administrative Agent. If such registration statements are filed, the Pledgor agrees to cause any or all of the Issuers, (A) to keep any such registration statement and related prospectus current and in compliance with applicable federal and state securities laws so long as required to satisfy applicable prospectus delivery requirements and (B) at the request of the Administrative Agent at any time after the effective date of any such registration statement, to use reasonable efforts to file post-effective amendments to such registration statement so that the Administrative Agent's sales of Pledged Shares or other Collateral will be covered by a current prospectus and can be made in compliance with all applicable federal and state securities laws. (iii) The Pledgor further agrees, after a Default pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default shall have occurred and shall be continuing, and upon written request from the Administrative Agent, to (A) deliver, and cause any or all of the Issuers to deliver, to the Administrative Agent such information as the Administrative Agent shall reasonably request for inclusion in any registration statement, prospectus or offering memorandum or in any preliminary prospectus or preliminary offering memorandum or any amendment or supplement to any thereof or in any other writing prepared in connection with the offer, sale or resale of all or any portion of the Pledged Shares or other Collateral, which information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such information not misleading, and (B) do or cause to be done all such other acts and things as may be necessary to make such offer, sale or resale of all or any portion of the Pledged Shares or other Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental agencies or instrumentalities, domestic or foreign, having jurisdiction over any such offer, sale or resale. Without limiting the foregoing paragraph, if the Administrative Agent decides to exercise its right to sell all or any of the Account PartiesPledged Shares or other Collateral, (F) Becomes insolventupon written request, the Pledgor shall furnish or cause to be furnished to the Administrative Agent all such information as the Administrative Agent may request in order to qualify such Pledged Shares or other Collateral as exempt securities, or ceasesthe sale or resale of such Pledged Shares or other Collateral as exempt transactions, becomes unable under federal and state securities laws. The Pledgor agrees to allow, and to cause any or admits in writing its inability all of the Issuers to pay its debts as they mature, or (G) Fails to pay when dueallow, upon acceleration request by the Administrative Agent, the Administrative Agent and any underwriter access at reasonable times and places to the books, records and premises of any or otherwiseall of the Issuers; the Pledgor further agrees to assist, and cause the Issuers to assist, the Administrative Agent, any other obligation to Issuerunderwriter, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payableagent of any thereof, and Issuer is authorizedany counsel, at its option, to apply (or hold available in escrow) the proceeds of any Property accountant or other collateral assetsexpert for any thereof, in inspection, evaluation, and any other sums "due from Issuer diligence" action of or with respect to any one such books, records and premises; and the Pledgor further agrees to cause any independent public accountant for any or all of the Account PartiesIssuers to furnish a letter to the Administrative Agent and the underwriters in customary form and covering matters of the type customarily covered by letters of accountants for issuers to underwriters. (iv) The Pledgor, upon the occurrence and during the continuance of a Default under Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default, further agrees that the Administrative Agent shall have the right, for and in the name, place and stead of the Pledgor to execute endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral, and may, without demand, presentment or notice of any kind appropriate and apply toward the payment of the Secured Obligations in order of application set forth in Section 8 any balances, credits, deposits, accounts or monies of the Pledgor held by the Administrative Agent. (v) Without limiting the foregoing paragraph, upon the occurrence and during the continuance of a Default pursuant to Section 12.1.3 of the Credit Agreement as to the Pledgor or an Event of Default, the Administrative Agent may, to the payment fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any and all obligations kind, (A) sell any or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies Collateral, free of a secured party under the Uniform Commercial Code in effect in the State in which the principal office all rights and claims of the Issuer is located Pledgor therein and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, thereto at any public or private salesale or brokers' board, and (B) bid for and purchase any or all of the Collateral at any such time public sale free from rights of redemption, stay or appraisal of the Pledgor. (vi) The Pledgor further agrees to indemnify and place hold harmless the Administrative Agent, the holders of the Senior Notes and upon the Banks and each of their respective officers, directors, employees, agents, successors and assigns, and any Person in control of any thereof, from and against any loss, liability, claim, damage and expense, including, without limitation, reasonable attorneys' fees actually incurred (in this paragraph collectively called the "Indemnified Liabilities"), under federal and state securities laws or otherwise insofar as such terms as Issuer may deem proper and with loss, liability, claim, damage or expense was caused by any untrue statement or alleged untrue statement of a material fact contained in any registration statement, any preliminary prospectus or the right in Issuer prospectus, or was caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the purchaser at statements therein not misleading, except insofar as such sale andlosses, after deducting all legal and other costs and expenses claims, damages or liabilities were caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Administrative Agent furnished to the Pledgor in writing by the Administrative Agent expressly for use therein, such indemnification to remain operative regardless of any saleinvestigation made by or on behalf of the Administrative Agent or any successors thereof, or any Person in control of any thereof. In connection with a public sale or other distribution, the Pledgor will provide customary indemnification to apply any underwriters, their respective successors and assigns, their respective officers and directors and each Person who controls any such underwriter (within the net proceeds meaning of such sale(s) the Securities Act of 1933, as amended). If and to the extent that the foregoing undertakings in this paragraph may be unenforceable for any reason, the Pledgor agrees to make the maximum contribution to the payment and satisfaction of all each of the Bank LiabilitiesIndemnified Liabilities which is permissible under applicable law. The residue, if any, obligations of the proceeds Pledgor under this Section 7(b)(vi) shall survive any termination of sale this Agreement. (vii) The Pledgor and the Administrative Agent acknowledge that the commissioners or departments of insurance of various states under all applicable insurance laws, rules and regulations may have to consent to or approve any such sale, transfer or other Property constituting security remaining after satisfaction disposition of the Bank Liabilities shall be returned Collateral and the terms and conditions thereof. The Pledgor hereby waives and agrees not to assert against the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed thatAdministrative Agent or any Secured Obligee any claim that any such sale, with transfer or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of themother disposition hereunder, or otherwise deal with the terms or conditions thereof, were not commercially reasonable because of any Property by whomsoever pledgedprovision of any such insurance law, mortgaged rule or subjected to a security interest to secure directly regulation or indirectly any of the Bank Liabilities and/or any offset thereagainstmatter related thereto.

Default. In The Debtor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the event that Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under Canadian Law in all relevant jurisdictions and may: A. Declare all Obligations secured hereunder, or any of the Account Parties: them (A) Fails to perform notwithstanding any obligation required under this Agreement or any other agreement or document relating to or evidencing a security interest in any Property granted to Issuerprovision thereof), (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of a receiver of any of the assets of any of the Account Parties, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payablepayable without demand or notice. B. Personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from the Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and Issuer for that purpose may enter upon the Debtor's premises where any of the Collateral is authorizedlocated and remove the same and use in connection with such removal any and all services, at its optionsupplies, aids and other facilities of the Debtor; C. Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables) constituting the Collateral to apply (make any payment required by the terms of such instrument or hold available in escrow) agreement directly to the Secured Party; D. Sell, assign or otherwise liquidate, or direct the Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any Property such sale or other collateral assetsliquidation; and E. Take possession of the Collateral or any part thereof, by directing the Debtor in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Debtor shall at its own expense: (i) forthwith cause the same to be moved to the place or places so designated by the Secured Party and there delivered to the Secured Party, (ii) store and keep any Collateral so delivered to the Secured Party at such place or places pending further action by the Secured Party as provided herein, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Debtor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by the Debtor of said obligation. F. Any Collateral repossessed by the Secured Party under or pursuant hereto, and any other sums due from Issuer Collateral whether or not so repossessed by the Secured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Secured Party may, in compliance with any one mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Account PartiesCollateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Secured Party or after any overhaul or repair which the Secured Party shall determine to be commercially reasonable. G. Except as otherwise provided in this Agreement, THE DEBTOR HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, NOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES, and the Debtor hereby further waives, to the payment extent permitted by law: All damages occasioned by such taking of possession except any damages which are the direct result of the Secured Party's gross negligence or willful misconduct; All other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Secured Party's rights hereunder; and All rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and the Debtor, for itself and all who may claim under it, insofar as it or they now or hereafter lawfully may, hereby waives the benefit of all such laws. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of the Debtor therein and thereto, and shall be a perpetual bar both at law and in equity against the Debtor and against any and all obligations Persons claiming or liabilities of attempting to claim the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its optionCollateral so sold, at any time optioned or times thereafter, to sell and assign the whole of the Propertyrealized upon, or any part thereof then constituting security pursuant to any of thereof, from, through and under the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstDebtor.

Default. In (a) Upon the event that occurrence and during the continuation of an Event of Default and at any time following the death of Xxxxxxx X. Xxxxx, Guarantor agrees to pay to Agent, for the benefit of Purchasers, at Agent’s office located in New York County, New York or at such other place as Agent may specify to Guarantor in writing, on demand by Agent and without further notice of dishonor and without notice of any kind to any other Person, the full unpaid amount of the Guaranteed Obligations, in immediately available funds, or such lesser amount, if any, as may then be due and payable and demanded by Agent from time to time. If acceleration of the time for payment of any amount payable by Borrower or any other Person under or with respect to any of the Account Parties: (A) Fails to perform any obligation required under this Agreement Guaranteed Obligations is stayed or otherwise delayed upon the insolvency, bankruptcy, or reorganization of Borrower or any other agreement or document relating Person, all such amounts otherwise subject to or evidencing a security interest in any Property granted to Issueracceleration under the terms of the Guaranteed Obligations shall nonetheless be payable by Guarantor hereunder promptly on demand by Agent, (B) Fails and Guarantor expressly and unconditionally agrees to make Full Payment of the Guaranteed Obligations. (b) The occurrence of any payment or perform any other obligations of the following shall constitute a “Guarantor Default” under this Agreement: (i) Garantor fails to make Full Payment of the Guaranteed Obligations within three (3) Business Days of demand by Agent. (ii) The Guarantor shall become insolvent, (C) Makes or shall suffer or consent to or apply for the appointment of a receiver, trustee or custodian or any of his property, or shall generally fail to pay his debts as they become due, or shall make a general assignment for the benefit of creditors; the Guarantor shall file a voluntary petition in bankruptcy, or seeking reorganization, in order to effect a plan or other arrangement with creditors or any other relief under the Bankruptcy Reform Act, Title 11 of the United States Code, as amended or recodified from time to time (D) Permits “Bankruptcy Code”), or consents under any state or federal law granting relief to debtors, whether now or hereafter in effect; or any involuntary petition or proceeding pursuant to the filing Bankruptcy Code or any other applicable state or federal law relating to bankruptcy, reorganization or other relief for debtors is filed or commenced against the Guarantor, or the Guarantor shall file an answer admitting the jurisdiction of the court and the material allegations of any voluntary involuntary petition; or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the appointment of Guarantor shall be adjudicated a receiver of any of the assets of any of the Account Parties, (F) Becomes insolventbankrupt, or ceases, becomes unable an order for relief shall be entered against the Guarantor by any court of competent jurisdiction under the Bankruptcy Code or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation applicable state or federal law relating to Issuerbankruptcy, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property reorganization or other collateral assets, and any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstrelief for debtors.

Default. In (a) The occurrence of an Event of Default, as that term is defined in the event that any Loan Agreement, and the expiration of the Account Parties: grace period, if any, applicable to such Event of Default specifically provided for in the Loan Agreement shall constitute a “Default” hereunder. (Ab) Fails to perform any obligation required under this Agreement or any other agreement or document relating to or evidencing Upon the occurrence of a security interest in any Property granted to IssuerDefault, (Bi) Fails to make any payment or perform any other obligations under this Agreementthe Administrative Agent, (C) Makes any assignment for the ratable benefit of creditorsthe Lenders, (D) Permits may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction or consents otherwise available to the filing of any voluntary it, including, but not limited to, sale, assignment, or involuntary petition in bankruptcy by or against any one other disposal of the Account PartiesCollateral in exchange for cash or credit, and (Eii) Applies the Administrative Agent, for the appointment of a receiver of any ratable benefit of the assets of any of the Account PartiesLenders, (F) Becomes insolvent, or ceases, becomes unable or admits in writing its inability to pay its debts as they mature, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declaremay, without demand or notice which are hereby expressly waivedof any kind, all obligations appropriate and liabilities hereunder to be immediately due and payableapply toward the payment of such of the Liabilities, and Issuer in such order of application, as the Administrative Agent may from time to time elect, any balances, credits, deposits, accounts or moneys of the Pledgor in its control. If any notification of intended disposition of any of the Collateral is authorizedrequired by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at its optionleast five (5) days before such disposition, postage prepaid, either at the addressed to apply (the Pledgor at the address of the Pledgor shown below, or hold available in escrow) at any other address of the Pledgor appearing on the records of the Administrative Agent. Any proceeds of any Property or disposition of Collateral shall be applied as provided in Section 11 hereof. All rights and remedies of the Administrative Agent, for the ratable benefit of the Lenders, expressed hereunder are in addition to all other collateral assetsrights and remedies possessed by it, and including those under any other sums due from Issuer to any one of the Account Parties, to the payment of any and all obligations agreement or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant instrument relating to any of the terms hereof, at any public Liabilities or private sale, at such time and place and upon such terms as Issuer may deem proper and with security therefor. No delay on the right part of the Administrative Agent in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses exercise of any saleright or remedy shall operate as a waiver thereof, to apply and no single or partial exercise by the net proceeds Administrative Agent of such sale(s) any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy. No action of the Administrative Agent permitted hereunder shall impair or affect the rights of the Administrative Agent in and to the payment Collateral. (c) The Pledgor agrees that in any sale of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account PartiesCollateral whenever a Default hereunder shall have occurred and be continuing, Issuer the Administrative Agent, for the ratable benefit of the Lenders, is hereby authorized to comply with any limitation or restriction in connection with such sale as it may exchangebe advised by counsel is necessary in order to avoid any violation of applicable law (including, releasewithout limitation, surrendercompliance with such procedures as may restrict the number of prospective bidders and purchasers, realize uponrequire that such prospective bidders and purchasers have certain qualifications, release on trust receipt and restrict such prospective bidders and purchasers to any persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of themsuch Collateral), or otherwise deal in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and the Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent be liable or accountable to the Pledgor for any discount allowed by the reason of the fact that such Collateral is sold in compliance with any Property by whomsoever pledged, mortgaged such limitation or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstrestriction.

Default. In If (i) the event that Borrower has failed to pay or perform when due its Guaranteed Obligations (whether at the stated maturity, on acceleration, on demand or otherwise) and the grace period applicable thereto, if any, has expired, (ii) an Event of Default occurs under and as defined in the Note, (iii) an “Insolvency Event” (as defined below) with respect to the Borrower or any guarantor, including Guarantor, occurs, (iii) any guarantor, including Guarantor, fails to perform or comply with any of its covenants and agreements herein or (iv) any representation or warranty made by any guarantor, including Guarantor hereunder, shall prove to have been incorrect when made, then all of the Account Parties: Guaranteed Obligations shall be immediately due and payable by the Guarantor regardless of whether the payment of the Guaranteed Obligations has been accelerated or the Borrower is in default with respect to the Guaranteed Obligations. An “Insolvency Event” occurs if (i) the Borrower or any guarantor, including Guarantor, shall commence any case, proceeding or other action (A) Fails to perform under any obligation required under this Agreement existing or future law of any other agreement jurisdiction, domestic or document foreign, relating to bankruptcy, insolvency, reorganization or evidencing a security interest in any Property granted relief of debtors, seeking to Issuerhave an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) Fails to make any payment or perform any other obligations under this Agreement, (C) Makes any assignment for the benefit of creditors, (D) Permits or consents to the filing of any voluntary or involuntary petition in bankruptcy by or against any one of the Account Parties, (E) Applies for the seeking appointment of a receiver receiver, trustee, custodian or other similar official for it or for all or any substantial part of any of the assets of any of the Account Partiesits assets, (Fii) Becomes insolventthere shall be commenced against the Borrower or any guarantor, including Guarantor, any such case, proceeding or other action referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days or (iii) the Borrower or any guarantor, including Guarantor, shall generally not pay its debts as such debts become due, or ceases, becomes unable or admits shall admit in writing its inability to pay its debts as they maturegenerally, or (G) Fails to pay when due, upon acceleration or otherwise, any other obligation to Issuer, Issuer may at such time or any time thereafter declare, without demand or notice which are hereby expressly waived, all obligations and liabilities hereunder to be immediately due and payable, and Issuer is authorized, at its option, to apply (or hold available in escrow) the proceeds of any Property or other collateral assets, and any other sums due from Issuer to any one shall make a general assignment of the Account Parties, to the payment benefit of any and all obligations or liabilities of the Account Parties arising under this Agreement. In any such event Issuer shall have all of the remedies of a secured party under the Uniform Commercial Code in effect in the State in which the principal office of the Issuer is located and Issuer is hereby authorized and empowered at its option, at any time or times thereafter, to sell and assign the whole of the Property, or any part thereof then constituting security pursuant to any of the terms hereof, at any public or private sale, at such time and place and upon such terms as Issuer may deem proper and with the right in Issuer to be the purchaser at such sale and, after deducting all legal and other costs and expenses of any sale, to apply the net proceeds of such sale(s) to the payment of all of the Bank Liabilities. The residue, if any, of the proceeds of sale and any other Property constituting security remaining after satisfaction of the Bank Liabilities shall be returned to the respective Account Parties unless otherwise disposed of in accordance with written instructions from the customer’s bank. It is agreed that, with or without notification to any of the Account Parties, Issuer may exchange, release, surrender, realize upon, release on trust receipt to any of them, or otherwise deal with any Property by whomsoever pledged, mortgaged or subjected to a security interest to secure directly or indirectly any of the Bank Liabilities and/or any offset thereagainstcreditors.