Common use of Disposition of Collateral Clause in Contracts

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If In the event of any notice to Debtors of the sale or other disposition of Collateral is required by then applicable lawto occur, the Collateral Agent shall provide Debtor with at least five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lenders may exercise its their rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lenders shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lenders under the Uniform Commercial Code. 10.3 The Collateral Agent is Lenders are authorized, at any such sale, if the Collateral Agent deems Lenders deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lenders deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lenders pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lenders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lenders to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Lenders by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each The Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor or Shareholders arising under the Obligations or any other source. (e) No exercise by the Lender of any right hereby given it, no dealing by the Lender with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Lender shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Shareholders or give Debtor or Shareholders any recourse against the Lender. 10.2 The Security Shares shall be released to the Shareholders upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the timely compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything contained in this Security Agreement, or in the Subscription Agreement to the contrary, the Security Shares that have not been released pursuant to this Security Agreement shall be released and returned promptly to the Shareholders upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement, provided that no Event of Default has occurred, otherwise the Security Shares shall remain subject to this Agreement until the complete satisfaction of the Obligations. 10.3 The Shareholders collectively may substitute with the Lender prior to the occurrence of an Event of Default a sum of money equal to the greater of (i) the Mandatory Payment as defined in Section 9.2 of the Subscription Agreement, or (ii) all sums due, payable or accruing on the Obligations through the Maturity Date of the Note as substitute Collateral and receive the Security Shares in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement, and shall be deposited in an interest bearing account for the benefit of the Shareholders provided each of the Shareholders provide to the Lender a taxpayer identification number and other documents reasonably requested by Lender.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a9-612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lender under the Uniform Commercial Code. 10.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon Any Collateral repossessed by the Agent under or pursuant to Section 5.1 and any other Collateral whether or not so repossessed by the Agent 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 Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Agent or after any Event of Default overhaul or repair which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of determine to be commercially reasonable. Any such disposition which shall be a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days’ written notice to the Debtor specifying the time at which such disposition of Collateral is required by then applicable lawto be made and the intended sale price or other consideration therefor, five business and shall be subject, for the ten (510) days prior after the giving of such notice, to the right of the Debtor or any nominee of the Debtor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days’ written notice (which Debtors agree is reasonable notice within to the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of Debtor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. All requirements of reasonable notice under this Section 5.2 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Debtor at its address set forth herein or such other address as the Debtor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any Collateral which Debtors hereby agree may from time to time by an announcement at the time and place of the sale to be by private so postponed or adjourned without being required to give a new notice of sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under proceeds realized from the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, Collateral shall be applied (after deduction of any amounts payable as follows: first, to the Collateral reasonable costs, expenses and attorneys’ fees and expenses incurred by Agent pursuant for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to Paragraph 12.1 hereof) against interest due on any of the Obligations pro rata among and any fees payable under this Agreement; and third, to the Lenders in proportion to their interests in principal of the Obligations. Upon payment in full of all ObligationsIf any deficiency shall arise, Debtors the Debtor shall be entitled remain liable to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any Agent and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceLenders therefor.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lender under the Uniform Commercial Code. 10.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lender deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 9.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for payment, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Subscribers shall have all of the rights and remedies of a lender secured party on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 9.2 If any notice to Debtors the Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree the Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors the Debtor of the time and place of any sale of Collateral which Debtors the Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent the Subscribers under the Uniform Commercial Code. 10.3 9.3 The Collateral Agent Holder is authorized, at any such sale, if the Collateral Agent Holder deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Subscribers deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 9.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Subscribers in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Subscribers pursuant to Paragraph 12.1 10.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors the Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of the Obligations or used or applied to any and all costs or expenses of the Collateral Agent Subscribers incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Holder to Debtors the Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender the Collateral Holder may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender the Subscribers by Debtors the Debtor arising under the Obligations or any other source. 9.5 Without limiting, and in addition to, any other rights, options and remedies the Subscribers have under the Transaction Documents, the UCC, at law or in equity, or otherwise, upon the occurrence and continuation of an Event of Default, the Collateral Holder shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction. The Debtor expressly agrees that such a receiver will be able to manage, protect and preserve the Collateral and continue the operation of the business of the Debtor to the extent necessary to collect all revenues and profits thereof and to apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, until a sale or other disposition of such Collateral shall be finally made and consummated. 9.6 Provided an Event of Default or an event, which with the passage of time or the giving of notice could become an Event of Default is not pending, then from and after the date the Subscriber has exercised its conversion rights with respect to not less than one-half of the Principal Amount of the Subscriber’s Note and the Debtor has complied with its obligations with respect to all such conversions, then the Subscriber’s security interest granted pursuant to this Agreement shall be automatically released.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors Debtor agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Subscribers may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Subscribers shall have all of the rights and remedies of a lender secured party on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Subscribers under the Uniform Commercial Code. 10.3 The Collateral Agent Subscribers is authorized, at any such sale, if the Collateral Agent Subscribers deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Subscribers deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Subscribers in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Subscribers pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Subscribers incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Subscribers to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Subscribers may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Subscribers by Debtors arising under the Obligations or any other source. 10.5 Without limiting, and in addition to, any other rights, options and remedies Subscribers have under the Transaction Documents, the UCC, at law or in equity, or otherwise, upon the occurrence and continuation of an Event of Default, Subscribers shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction. Debtors expressly agree that such a receiver will be able to manage, protect and preserve the Collateral and continue the operation of the business of Debtors to the extent necessary to collect all revenues and profits thereof and to apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, until a sale or other disposition of such Collateral shall be finally made and consummated. Debtors waive any right to require a bond to be posted by or on behalf of any such receiver. 10.6 Provided an Event of Default or an event, which with the passage of time or the giving of notice could become an Event of Default is not pending, then from and after the date a Lender has exercised its conversion rights with respect to not less than one-half of the initial principal of such Lender’s Note and the Company has complied with its obligations with respect to all such conversions, then such Lender’s security interest granted pursuant to this Agreement shall be automatically released.

Disposition of Collateral. Upon Any Collateral repossessed by the Agent under or pursuant to Section 5.1 and any other Collateral whether or not so repossessed by the Agent 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 Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Agent or after any Event of Default overhaul or repair which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of determine to be commercially reasonable. Any such disposition which shall be a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days’ written notice to such Guarantor specifying the time at which such disposition of Collateral is required by then applicable lawto be made and the intended sale price or other consideration therefor, five business and shall be subject, for the ten (510) days prior after the giving of such notice, to the right of such Guarantor or any nominee of such Guarantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days’ written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of such Guarantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. All requirements of reasonable notice under this Section 5.2 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Guarantor at its address set forth herein or such other address as the Guarantor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any Collateral which Debtors hereby agree may from time to time by an announcement at the time and place of the sale to be by private so postponed or adjourned without being required to give a new notice of sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under proceeds realized from the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, Collateral shall be applied (after deduction of any amounts payable as follows: first, to the Collateral reasonable costs, expenses and attorneys’ fees and expenses incurred by Agent pursuant for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to Paragraph 12.1 hereof) against interest due on any of the Obligations pro rata among and any fees payable under this Agreement; and third, to the Lenders in proportion to their interests in principal of the Obligations. Upon payment in full of all ObligationsIf any deficiency shall arise, Debtors Guarantors shall be entitled remain liable to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any Agent and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceLenders therefor.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 The foregoing notwithstanding upon any payment or distribution of assets of the Debtor of any kind or character whether in cash or property, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Debtor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then and in any such event all principal, premium and interest and all other amounts due or to become due upon all Senior Lender's obligations shall first be paid in full before the Lenders shall be entitled to retain any assets so paid or distributed in respect of the Obligations (whether for principal, premium, interest or otherwise except for payments of principal, interest, Liquidated Damages, fees and expenses or any other payments in accordance with the terms of the Transaction Documents), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the Debtor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled, except as otherwise provided herein, shall be paid to the Senior Lender by the Debtor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Lenders if received by them.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Trend of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Trend agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Trend of the time and place of any sale of Collateral which Debtors Trend hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Trend shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Trend shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Trend arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event In view of Default which is then continuing, 10.1 The the position of Assignor in relation to the Collateral Agent owned by it, or because of other current or future circumstances, a question may exercise its rights arise under the Collateral Documents or applicable laws with respect to each any disposition of the Collateral permitted hereunder. Assignor recognizes that the Collateral Documents or related agreements may strictly limit transfers of the Collateral and every component the admission of substitute lenders, holders or owners under the Collateral Documents. Assignor understands that compliance with the Collateral Documents, related agreements or applicable laws might very strictly limit the course of conduct of Agent if Agent were to attempt to dispose of all or any part of the Collateral in accordance with the terms hereof, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Agent in any attempt to dispose of all or part of the Collateral in accordance with the terms hereof under applicable laws. Assignor recognizes that in light of the foregoing restrictions and limitations Agent may, with respect to any sale of the Collateral, without regard limit the purchasers to those who are able to satisfy any conditions or requirements set forth in the Collateral Documents, related agreements or applicable laws and Agent may sell the Collateral in parcels and at such time as Agent may reasonably determine is necessary to comply with such conditions or requirements. Assignor acknowledges and agrees that in light of the foregoing restrictions and limitations, the Agent in its sole and absolute discretion may, in accordance with the Collateral Documents (a) restrict such sale to one or more eligible purchasers who have satisfied all applicable requirements, (b) approach and negotiate with a single potential purchaser to effect such sale or sales, and (c) sell the Collateral in parcels and at such time as Agent may reasonably determine is necessary to comply with such conditions or requirements. Assignor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the existence of any other security or source of payment for the Obligationsseller if such sale were a public sale without restrictions. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all event of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with shall incur no responsibility or liability for selling all or any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses part of the Collateral Agent incurred in connection accordance with the liquidation terms hereof at a price that Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale was to other than an eligible purchaser who satisfied all applicable requirements, if more than a single purchaser were approached or if all of the Collateral (unless another person is legally entitled thereto)were sold at a single sale. Any assignment Assignor further agrees that any sale or sales by Agent of Collateral by the Collateral Agent to Debtors made as provided in this Section 6.07 shall be without representation commercially reasonable. The provisions of this paragraph will apply notwithstanding the existence of a public or warranty of any nature whatsoever and wholly without recourse. To private market upon which the extent allowed by law, each Lender quotations or sales prices may purchase exceed substantially the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of price at which the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceAgent sells.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 The Collateral, if any, is so available after application to satisfy the Obligations and any other sums due hereunder, shall be released to the Debtor upon the complete satisfaction of the Obligations.

Disposition of Collateral. Upon 4.1 Pledgers and after Pledgee hereby agree that following the occurrence of any Event of Default which is then continuing, 10.1 The Collateral Agent may Default, Pledgee, upon notifying Pledgers in writing, shall have the right to exercise its rights with respect to each all remedies and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise power available to itPledgee under the PRC Law, the Transaction Documents, and the terms and conditions of this Agreement, including but not limited to selling off or auctioning the Collateral Agent so as to satisfy its first priority right of compensation, and Pledgee will not be responsible for any losses arising out of its reasonable exercise of such remedies and power. 4.2 Pledgee shall have the right to designate in writing its counsel or other attorney to exercise any or all of the rights foregoing remedies and remedies power on behalf of a lender on default under the Uniform Commercial Code then in effect in the State of New YorkPledgee and Pledgers may not raise any objection to such designation. 10.2 If 4.3 All reasonable costs and expenses incurred by Pledgee in exercising any notice to Debtors or all of the sale foregoing remedies and power shall be borne by Pledgers and Pledgee shall have the right to deduct such costs and expenses from the proceeds generated by such exercise. 4.4 Any and all proceeds obtained by Pledgee from exercising any or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) all of the Uniform Commercial Code) shall be given to Debtors of the time foregoing remedies and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, power shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled following order: (a) to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or and expenses of the disposition of the Collateral Agent incurred and the exercise of the remedies and power by Pledgee, including without limitation the court fees and Pledgee’s counsel and attorney fees; (b) to the payment of taxes payable in connection with the liquidation disposition of the Collateral Collateral; and (unless another person is legally entitled thereto)c) to the repayment of the Secured Liabilities to Pledgee. Any assignment of Collateral by the Collateral Agent to Debtors surplus then remaining from such proceeds shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed handed over by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up Pledgee to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations Pledgers or any other sourceperson who is entitled to such proceeds pursuant to law and regulation, or placed in escrow, at Pledgers’ costs and expenses, with the public notary of the area where Pledgee is located. 4.5 Pledgee shall have the option to exercise its remedies concurrently or otherwise and will not be obligated to exercise any other remedies before exercising its right to sell off or auction the Collateral hereunder.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral Collateral, which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 The foregoing notwithstanding upon any payment or distribution of assets of the Debtor of any kind or character whether in cash or property, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Debtor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then and in any such event all principal, premium and interest and all other amounts due or to become due upon all Senior Lender's obligations shall first be paid in full before the Lenders shall be entitled to retain any assets so paid or distributed in respect of the Obligations (whether for principal, premium, interest or otherwise except for payments of principal, interest, Liquidated Damages, fees and expenses or any other payments in accordance with the terms of the Transaction Documents), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the Debtor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled, except as otherwise provided herein, shall be paid to the Senior Lender by the Debtor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Lenders if received by them.

Disposition of Collateral. (a) Upon and after any Event event of Default default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of , the CollateralPledgee shall have, without regard to the existence of any other security or source of payment for the Obligations. In in addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender secured party on default under the Uniform Commercial Code (the "Code") then in effect in the State of New YorkMaine. 10.2 (b) If any notice to Debtors the Pledgor of the sale or other disposition of Collateral is required by then applicable law, five business seven (57) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of to the Uniform Commercial Code) shall be given to Debtors Pledgor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade shall constitute reasonable notification. 10.3 (c) The Collateral Agent Pledgee is authorized, at any such saledate, if the Collateral Agent Pledgee deems it advisable to do so, in order to comply with any applicable securities laws, to restrict (i) the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral Stock for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict (ii) the manner of such sale in such or other manner as the Collateral Agent deems advisable to ensure such compliancedisposition. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) If all or any part of the Collateral is sold on credit or for future delivery, the Collateral so sold may be retained by the Pledgee until the purchase price is paid in full. The Pledgee shall incur no liability in case of the failure of the purchaser to pay for the Collateral as so sold, or of the failure of the Pledgee to make any sale of Collateral after giving notice thereof, and in case of any such failure, such Collateral may again be sold upon the same notice as in the case of an original sale. (e) All proceeds moneys received by the Collateral Agent for the benefit of the Lenders in respect of Pledgee from any sale, collection or any sale or other enforcement or disposition of Collateral, Collateral shall be applied to Obligations as provided in paragraph 5 hereof. (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereoff) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors the Pledgor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). If there is a deficiency, the Pledgor shall be responsible for the same, together with interest thereon at the rate of twelve percent (12%) per annum, except as otherwise specifically provided in the Note. Any assignment return of Collateral by the Collateral Agent Pledgee to Debtors the Pledgor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuingDefault, 10.1 (a) The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private salemade, shall constitute reasonable notification. The rights granted in this foregoing notwithstanding notification shall not be required of sales of the Collateral pursuant to Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code144(d) of Rule 144. 10.3 (c) The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests the interest in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. (e) No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Shareholders or give Debtor or Shareholders any recourse against the Collateral Agent. 10.2 The Security Shares shall be released to the Shareholders upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the timely compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything to the contrary contained in this Security Agreement, the Collateral Agent Agreement or in the Subscription Agreement, the Security Shares shall be released and returned promptly to the Shareholders upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement, provided an Event of Default has not occurred, otherwise the Security Shares shall remain subject to this Agreement and retained by the Collateral Agent until the complete satisfaction of the Obligations. 10.3 The Shareholders may collectively substitute with the Collateral Agent prior to the occurrence of an Event of Default a sum of money equal to the greater of (i) the Mandatory Payment as defined in Section 9.2 of the Subscription Agreement, or (ii) all sums due, payable or accruing on the Obligations through the Maturity Date of the Note as substitute Collateral and receive the Security Shares in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement, and shall be deposited in an interest bearing account for the benefit of the Shareholders provided the Shareholders provide to the Collateral Agent taxpayer identification numbers and other documents reasonably requested by Collateral Agent. 10.4 At any time after the occurrence of an Event of Default the Collateral Agent on behalf of the Lenders may purchase some or all of the Security Shares at a per common share price equal to the lesser of the closing price of the common stock on the Principal Market (as defined in the Subscription Agreement) (i) on the day of the occurrence of an Event of Default or (ii) on the day prior to written notification to Shareholder that the Collateral Agent is exercising the option described in this Section 10.4. The maximum amount of Security Shares that may be purchased by the Collateral Agent pursuant to this Section 10.4 on behalf of each Lender shall be the lesser of (y) the amount of Security Shares at the above described purchase price that would fully satisfy the Obligations due to each such Lender or (z) the amount described in Section 9.3 of the Subscription Agreement as the maximum amount of Common Stock issuable upon conversion of the Note, which limitation may be voided at the Lender's option upon 75 days prior written notice to Shareholder. 10.5 Contemporaneously with the release of the Collateral, the Collateral Agent will file at the Debtor's expense, UCC-3 termination statements for each of the UCC-1 financing statements filed herewith.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral Collateral, which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after (a) Prior to any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral pursuant to this Agreement, the Administrative Agent may, at its option, cause any of the Collateral to be repaired or reconditioned in such manner and to such extent as to make it saleable. Unless such Collateral threatens to decline rapidly in value or is required by then applicable lawof the type customarily sold on a recognized market, five business (5) days the Administrative Agent shall send to the Borrower prior written notice (which Debtors agree is reasonable notice which, if given within the meaning ten (10) Business Days of Section 9.612(a) of the Uniform Commercial Code) any sale, shall be given deemed to Debtors be reasonable) of the time and place of any public sale of such Collateral or of the time after which Debtors any private sale or other disposition thereof is to be made. (b) The Borrower hereby agree grants to the Administrative Agent, effective upon acceleration of the Obligations under Section 7.2 of the Loan Agreement, a license or other right to use, without charge, the Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, relating to the Collateral, in completing production of , advertising for sale and selling any Collateral; and the Borrower's rights under all licenses and all franchise agreements shall inure to the Administrative Agent's benefit. (c) The Borrower recognizes (i) that the Administrative Agent may be unable to effect a public sale of all or a part of the Investment Property by reason of certain prohibitions contained in the Securities Act of 1933 (as amended from time to time, the "SECURITIES ACT") or the Securities laws of various states (the "BLUE SKY LAWS"), but may be compelled to resort to one or more private sale. The rights granted in this Section are in addition sales to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or a restricted group of purchasers to persons who will represent and be obliged to agree, among other things, that they are purchasing to acquire the Collateral Investment Property for their own account account, for investment, investment and not with a view to the distribution or resale thereof, (ii) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Investment Property were sold at public sales, (iii) that neither the Administrative Agent nor the Banks has any obligation to delay sale of any of the Investment Property for the period of time necessary to permit the Investment Property to be registered for public sale under the Securities Act or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales Blue Sky Laws, and (iv) that private sales made subject to such restrictions under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code ("Code") then in effect in the State of New York. 10.2 If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Debtor or Shareholders or give Debtor or Shareholders any recourse against the Collateral Agent.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 9.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for payment, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Subscribers shall have all of the rights and remedies of a lender secured party on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 9.2 If any notice to Debtors the Debtor of the sale or other disposition of Collateral is required by then applicable law, five 5 business (5) days prior written notice (which Debtors agree the Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors the Debtor of the time and place of any sale of Collateral which Debtors the Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent the Subscribers under the Uniform Commercial Code. 10.3 9.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Subscribers deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 9.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Subscribers in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Subscribers pursuant to Paragraph 12.1 10.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors the Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of the Obligations or used or applied to any and all costs or expenses of the Collateral Agent Subscribers incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors the Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender the Collateral Agent may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender the Subscribers by Debtors the Debtor arising under the Obligations or any other source. 9.5 Without limiting, and in addition to, any other rights, options and remedies the Subscribers have under the Transaction Documents, the UCC, at law or in equity, or otherwise, upon the occurrence and continuation of an Event of Default, the Collateral Agent shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction. The Debtor expressly agrees that such a receiver will be able to manage, protect and preserve the Collateral and continue the operation of the business of the Debtor to the extent necessary to collect all revenues and profits thereof and to apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, until a sale or other disposition of such Collateral shall be finally made and consummated. 9.6 Provided an Event of Default or an event, which with the passage of time or the giving of notice could become an Event of Default is not pending, then from and after the date the Subscriber has exercised its conversion rights with respect to not less than one-half of the Principal Amount of the Subscriber’s Note and the Debtor has complied with its obligations with respect to all such conversions, then the Subscriber’s security interest granted pursuant to this Agreement shall be automatically released.

Disposition of Collateral. Upon and after Neither the Borrower nor any Grantor shall Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that any Disposition shall be permitted (i) in the case of a Permitted Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition, (A) upon consummation of any such Disposition, no Event of Default which shall have occurred and be continuing, (B) either (I) there is then continuing, 10.1 The (1) no Collateral Agent may exercise its rights with respect Coverage Ratio Failure after giving effect to each and every component of the Collateral, without regard to the existence such Disposition (including any deposit of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, Net Proceeds received upon consummation thereof in the Collateral Agent Proceeds Account subject to an Account Control Agreement) and (2) no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall have all of (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the rights Loans and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is (if required by then applicable lawits terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, five business (5x) days prior written notice the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (which Debtors agree is reasonable notice within the meaning of Section 9.612(ai) of the Uniform Commercial Codedefinition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) shall be given to Debtors of the time and place of any sale definition of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of CollateralCoverage Ratio, shall be applied no less than 1.6 to 1.0 and (y) no Core Collateral Failure shall have occurred and be continuing as a result of such Disposition or after deduction giving effect thereto; provided that in the case of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has Disposition that is not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) (1) the Borrower shall comply with its obligations set forth in Section 2.12(a), (2) no Collateral Coverage Ratio Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a) and (3) no Core Collateral Failure has occurred and is continuing after giving effect to such Disposition and any prepayments or deposits made pursuant to Section 2.12(a), (C) such sale or other Disposition, if to any other Person that is not a Subsidiary of the Borrower, is an arms’ length Disposition and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that no Core Collateral Failure is continuing after giving effect to Debtors shall such Disposition (provided, that such certification that no Core Collateral Failure is continuing may be without representation or warranty given up to 45 days after such Disposition in the case of any nature whatsoever Disposition that is not a voluntary Disposition). For the avoidance of doubt, none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or cancellation of any Scheduled Service, (x) the expiration, termination or suspension of any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms under which the applicable Grantor was granted such Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, and wholly without recourse. To (y) the extent allowed by law, each Lender may purchase release of any Pledged Slot or Pledged Foreign Gate Leasehold from the Collateral and pay for such purchase by offsetting up pursuant to Section 16(c) of the SGR Security Agreement or the equivalent provision of any other Collateral Document relating to such Lender’s pro rata portion Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall constitute a Disposition nor, solely with respect to this clause (y), result in the automatic release of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceCollateral.

Disposition of Collateral. Upon and after Neither the Borrower nor any Grantor shall Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that any Disposition shall be permitted (i) in the case of a Permitted Disposition or (ii) in the case of any Disposition of Collateral that is not a Permitted Disposition; provided that in the case of any Disposition of Collateral that is not a Permitted Disposition (A) upon consummation of any such Disposition, no Event of Default which shall have occurred and be continuing, (B) either (I) there is then continuing, 10.1 The no Collateral Agent may exercise its rights with respect Coverage Ratio Failure after giving effect to each and every component of the Collateral, without regard to the existence such Disposition (including any deposit of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, Net Proceeds received upon consummation thereof in the Collateral Agent Proceeds Account subject to an Account Control Agreement) and there is no Core Collateral Failure after giving effect to such Disposition; (II) the Borrower shall have all of (1) grant (or cause another Grantor to grant) a security interest in Additional Collateral and/or (2) prepay or cause to be prepaid the rights Loans and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is (if required by then applicable lawits terms) any Pari Passu Senior Secured Debt (on a ratable basis with the Loans) such that following such actions in clauses (1) and/or (2) above, five business (5x) days prior written notice the Collateral Coverage Ratio, recalculated by adding the Appraised Value of any such Additional Collateral and any such Net Proceeds in clause (which Debtors agree is reasonable notice within the meaning of Section 9.612(ai) of the Uniform Commercial Codedefinition of Collateral Coverage Ratio and subtracting any such prepaid Loans and prepaid Pari Passu Senior Secured Debt from clause (ii) shall be given to Debtors of the time and place of any sale definition of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of CollateralCoverage Ratio, shall be applied no less than 1.6 to 1.0 and (after deduction y) the Collateral shall include at least one category of Core Collateral; provided that in the case of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has Disposition that is not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment a voluntary Disposition of Collateral by the Borrower or such Grantor, the Borrower shall have up to 45 days after such Disposition to accomplish the actions contemplated by this clause (II); or (III) the Borrower shall comply with its obligations set forth in Section 2.12(a), (C) [Reserved] and (D) the Borrower shall promptly provide to the Administrative Agent a Collateral Agent Coverage Ratio Certificate calculating the Collateral Coverage Ratio and certifying that the Collateral includes at least one category of Core Collateral after giving effect to Debtors shall be without representation such Disposition and any actions taken pursuant to clause (B)(II) above. For the avoidance of doubt, (1) none of (v) the reduction of the frequency of flight operations over any Scheduled Service, (w) the suspension or warranty cancellation of any nature whatsoever Scheduled Service, (x) the expiration, termination or suspension of any Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold otherwise constituting Collateral in accordance with the terms under which the applicable Grantor was granted such Pledged Route Authority, Pledged Slot, Pledged Foreign Gate Leasehold or Additional Route Authority or Gate Leasehold constituting Collateral, as applicable, (y) the release of any Pledged Slot or Pledged Foreign Gate Leasehold from the Collateral pursuant to Section 16(c) of any SGR Security Agreement or an equivalent provision with a different section reference or the equivalent provision of any other Collateral Document relating to such Pledged Slot or Pledged Foreign Gate Leasehold or Gate Leasehold otherwise constituting Collateral, as applicable, shall constitute a Disposition and wholly without recourse. To (2) with respect to any Spare Parts, none of (x) the transfer of possession thereof to the manufacturer thereof or any service provider for testing, overhaul, repairs, maintenance, servicing alterations or modification purposes or to any other Person for transport to the manufacturer thereof or any such servicer provider and any such purpose or for transfer from one location owned or used by the Borrower (or of any other Grantor under a Collateral Document granting a security interest the in the applicable Spare Parts) to another such location, (y) the subjecting of any such Spare Part to an interchange or pooling, exchange, borrowing, maintenance or servicing arrangement or (z) the sale, transfer or exchange between or among the Borrower and its Affiliates to the extent allowed by lawsuch Persons are Grantors under Collateral Documents granting a security interest in the applicable Spare Parts, each Lender may purchase the Collateral and pay for shall in any such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourcecase, constitute a Disposition.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five ten business (510) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after Dispose of, whether voluntarily or involuntarily (it being understood that loss of property due to theft, destruction, confiscation, prohibition on use or similar event shall constitute a Disposition for purposes of this covenant), or agree to do any of the foregoing in respect of the Collateral at any future time, except that the Permitted Dispositions will be permitted at any time and: (a) so long as no Event of Default which exists or would result therefrom, the Borrower may Dispose of an asset from the Collateral to a Person that is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component not the Borrower or a Subsidiary of the Borrower (and the applicable schedule shall be modified to reflect such Disposition), provided that (x) after giving effect to such Disposition, the Appraised Value of the remaining Collateral (as determined by an Appraisal Report of all Collateral performed at the time of (or within 60 days before) such Disposition shall satisfy the Collateral Coverage Test, and (y) prior to effecting the Disposition, the Borrower shall have delivered an Officer’s Certificate to the Administrative Agent certifying that, and providing calculations demonstrating that, after giving effect to such Disposition, the Appraised Value of the Collateral shall satisfy the Collateral Coverage Test, and otherwise certifying compliance with this Section 6.05 and attaching to such certificate Appraisal Report of all Collateral used in connection with such Disposition. (b) At the Borrower’s request, the Lien on any asset or type or category of asset (including after-acquired assets of that type or category) that (i) has been Disposed in accordance with this Agreement to a Person other than the Borrower or a Subsidiary of the Borrower who has pledged such asset as Collateral, without regard (ii) is or has become Excluded Property (as defined in the Security Agreement) or (iii) constitutes Cure Collateral, will, in each case, be promptly released, provided, in each case, that the following conditions are satisfied or waived: (A) no Event of Default shall have occurred and be continuing, (B) either (x) after giving effect to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to itsuch release, the Collateral Agent shall have all Appraised Value of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if satisfy the Collateral Agent deems it advisable to do soCoverage Test, (y) the Borrower shall prepay Priority Lien Debt in order an amount required to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral Coverage Test, or (z) the Borrower shall deliver to the Administrative Agent Cure Collateral in an amount required to comply with the Collateral Coverage Test (in each case without, for their own account for investmentthe avoidance of doubt, giving effect to any Collateral Coverage Ratio Cure Period), and not with a view (C) the Borrower shall deliver to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as Administrative Agent an Officer’s Certificate demonstrating compliance with the Collateral Agent deems advisable to ensure such compliance. Sales made subject Coverage Test after giving effect to such restrictions shall be deemed release. The Administrative Agent agrees to have been made in a commercially reasonable mannerpromptly provide any documents or releases reasonably requested by the Borrower to evidence any such release. 10.4 All proceeds received by (c) To the Collateral Agent for extent that the benefit of the Lenders in respect of Borrower receives any saleNet Proceeds from a Disposition, collection or other enforcement or disposition of Collateral, such Net Proceeds shall be applied (after deduction of any amounts payable as provided under Section 2.12(b). Notwithstanding anything else to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests contrary contained herein or in the Obligations. Upon payment in full of all Obligationsother Loan Documents, Debtors shall be entitled to (x) if the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses Appraised Value of the Collateral Agent incurred being Disposed of would constitute at least 10% of the Appraised Value of (i) the Europe Routes, Europe Slots and Europe Gates, (ii) the Latin American Routes, Latin American Slots and Latin American Gates or (iii) Primary FAA Slots (in connection with each case, to the liquidation extent constituting Collateral and as determined by an Appraisal of such category of Collateral), then such Appraisal shall be performed within 60 days prior to the time of such removal, and (y) for all other Dispositions, any determination of the Appraised Value of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To based on the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourcemost recently available Appraisal Reports.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent Investor may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Investor shall have all of the rights and remedies of a lender Investor on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 (b) If any notice to Debtors the Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of to the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent Investor is authorized, at any such sale, if the Collateral Agent Investor deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Investor deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) If within five (5) days' notice to the Issuer's counsel, such counsel does not provide the required documents to the Issuer's transfer agent necessary to effect the transfer of Collateral to the Investor, the Investor is authorized to appoint, on behalf of the Issuer and at the Issuer's expense, special counsel to render any such required opinions and to prepare any other necessary documents. (e) All cash proceeds received by the Collateral Agent for the benefit of the Lenders Investor in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Investor pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors the Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Investor incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Investor to Debtors the Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Investor may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender Investor by Debtors the Issuer or the Shareholders arising under the Obligations or any other source. (f) No exercise by the Investor of any right hereby given it, no dealing by the Investor with the Issuer, the Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Investor shall in any way affect any of the obligations of the Issuer or the Shareholders hereunder or any Collateral furnished by the Shareholders or give the Issuer or the Shareholders any recourse against the Investor. 10.2 The Security Shares shall be released to the Shareholders upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the timely compliance by the Issuer of its registration obligations set forth in Section 9.1(d) of the Purchase Agreement. Notwithstanding anything contained in this Security Agreement, or in the Purchase Agreement to the contrary, the Security Shares that have not been released pursuant to this Security Agreement shall be released and returned promptly to the Shareholders upon the effectiveness of the SB-2 registration statement required to be filed by the Issuer pursuant to Section 9.1(d) of the Purchase Agreement, provided that no Event of Default has occurred, otherwise the Security Shares shall remain subject to this Agreement until the complete satisfaction of the Obligations. 10.3 The Shareholders collectively may substitute with the Investor prior to the occurrence of an Event of Default a sum of money equal to the greater of (i) the Mandatory Payment as defined in Section 8.2 of the Purchase Agreement, or (ii) all sums due, payable or accruing on the Obligations through the Maturity Date of the Note as substitute Collateral and receive the Security Shares in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement, and shall be deposited in an interest bearing account for the benefit of the Shareholders provided each of the Shareholders provide to the Investor a taxpayer identification number and other documents reasonably requested by the Investor.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender tender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors the Debtor of the sale or other disposition of Collateral is required by then applicable law, five seven business (57) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors the Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors the Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors the Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon Subject to the Subordination Agreement, any Collateral repossessed by the Agent under or pursuant to Section 5.1 and any other Collateral whether or not so repossessed by the Agent 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 Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Agent or after any Event of Default overhaul or repair which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of determine to be commercially reasonable. Any such disposition which shall be a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days' written notice to such Guarantor specifying the time at which such disposition of Collateral is required by then applicable lawto be made and the intended sale price or other consideration therefor, five business and shall be subject, for the ten (510) days prior after the giving of such notice, to the right of such Guarantor or any nominee of such Guarantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days' written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of such Guarantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. All requirements of reasonable notice under this Section 5.2 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Guarantor at its address set forth herein or such other address as the Guarantor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any Collateral which Debtors hereby agree may from time to time by an announcement at the time and place of the sale to be by private so postponed or adjourned without being required to give a new notice of sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under proceeds realized from the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, Collateral shall be applied (after deduction of any amounts payable as follows: first, to the Collateral reasonable costs, expenses and attorneys' fees and expenses incurred by Agent pursuant for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to Paragraph 12.1 hereof) against interest due on any of the Obligations pro rata among and any fees payable under this Agreement; and third, to the Lenders in proportion to their interests in principal of the Obligations. Upon payment in full of all ObligationsIf any deficiency shall arise, Debtors Guarantors shall be entitled remain liable to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any Agent and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourcePurchasers therefor.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance; provided, however, that such restrictions shall not unreasonably impede Debtor's ability to receive the fair market value of the Collateral to be disposed of in such sale. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 The Collateral, if any, is so available after application to satisfy the Obligations and any other sums due hereunder, shall be released to the Debtor upon the complete satisfaction of the Obligations.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Innovative of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Innovative agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Innovative of the time and place of any sale of Collateral which Debtors Innovative hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Innovative shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto)) and if applicable the Collateral Agent upon satisfaction of the Obligations will deliver form UCC-3 Financing Statement (Termination) to the Borrower. Any assignment of Collateral by the Collateral Agent to Debtors Innovative shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Innovative arising under the Obligations or any other source.

Disposition of Collateral. 9.1 Upon and after any Event of Default which is then continuing, 10.1 (A) The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code UCC then in effect in the State of New Yorkeffect. 10.2 (B) If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a9-611(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial CodeUCC or any applicable Florida law. A Lender that purchases all or some of the Collateral may apply in payment therefore, the Lender's portion of the Obligations up to the net proceeds payable to such Lender from the proceeds of the sale of the Collateral. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (C) All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment satisfaction in full of all Obligations, Debtors Debtor shall be entitled to the prompt return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourseObligations. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations Obligations. 9.2 Upon satisfaction in full of all Obligations, Debtor shall be entitled to the prompt return of all Collateral. The Lenders and Collateral Agent shall cooperate with Debtor and execute any instruments or agreements reasonably requested by Debtor to terminate and extinguish any other sourceand all security interests granted to the Lenders pursuant to this Agreement.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five ten business (510) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lender under the Uniform Commercial Code. 10.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Xxxxx to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lenders may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lenders shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lenders under the Uniform Commercial Code. 10.3 The Collateral Agent is Lenders are authorized, at any such sale, if the Collateral Agent deems Lenders deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lenders deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lenders pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lenders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lenders to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors Debtor agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. 12/2/2008, 2:20 PM Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing,continuing and after the applicable cure period, if any: 10.1 11.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code now and then in effect in the State of New York. 10.2 11.2 If any notice to Debtors Debtor of the sale or other disposition of the Collateral is required by then applicable law, five business at least ten (510) days Business Days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of the Collateral which Debtors Debtor hereby agree agrees may be by private salesale to unaffiliated third parties. The rights granted in this Section are in addition to any and all rights available to the Collateral Agent under the Uniform Commercial Code. 10.3 11.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales of securities made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 11.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of the Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 Section 13.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the prompt return of all of the Collateral, including cash, which has not been used or applied toward the payment of the Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of the Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other sourcebut not in excess of the amount that would be otherwise distributed to such Lender pursuant to this Section 11.4.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Holders may exercise its their rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Holders shall have all of the rights and remedies of a lender Holder on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Company of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Company agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Company of the time and place of any sale of Collateral which Debtors Company hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Holders under the Uniform Commercial Code. 10.3 The Collateral Agent is Holders are authorized, at any such sale, if the Collateral Agent deems Holders deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Holders deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Holders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Holders pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Company shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Holders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Holders to Debtors Company shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Holders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Holders by Debtors Company arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto)thereto),and if applicable, the Collateral Agent upon satisfaction of the Obligations will deliver form UCC-3 Financing Statement (Termination) to the Borrower. Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon Any Collateral repossessed by the Assignee under or pursuant to subsection 8.1 may be sold, leased or otherwise disposed of under one or more contracts, in parcels or as an entirety, and without the necessity of gathering at the place of sale the Collateral 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 Assignee may determine to be commercially reasonable. Any Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Assignee or after any Event of Default overhaul or repair which is then continuing, 10.1 The Collateral Agent may exercise its rights the Assignee shall determine to be commercially reasonable, and all costs incurred by the Assignee, directly or indirectly in connection with respect to each and every component of any such overhaul or repair, shall be paid by the Collateral, without regard to the existence of any other security or source of payment for the ObligationsAssignor. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Any such disposition which shall have all of the rights and remedies of be a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the private sale or other disposition of Collateral is required by then applicable law, five business private proceeding shall be made upon not less than ten (510) days prior days' written notice (to the Assignor specifying the time after which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) such disposition may be made. Any such disposition which shall be given a public sale shall be made upon not less than ten (10) days' written notice to Debtors of the Assignor specifying the time and place of any sale of Collateral which Debtors hereby agree may be by private such sale. The rights granted Assignee may bid for and purchase any Collateral offered for sale in accordance with this Section are Section, without accountability to the Assignor (except to the extent of surplus money received as provided in addition to any and all rights available to Collateral Agent under subsection 8.4). In the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, event that the Assignee becomes the purchaser at any such sale, if it shall be entitled to credit the Obligations against the purchase price of all such Collateral Agent deems it advisable purchased. Any amounts not so credited against such purchase price shall remain as obligations of the Assignor to do sothe Assignee and the Assignee shall have all of its rights, powers and privileges under this Agreement, and the Security Instruments executed in connection herewith, with respect to such obligations. The rights, powers and privileges of the Assignee under this Section shall, in order all respects, be subject to comply with any mandatory requirements of applicable securities lawslaw, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, provided that they are purchasing the Collateral for their own account for investmentif, and not with a view to the distribution extent that, any such right, power or resale thereofprivilege shall be available to the Assignee, under applicable law, only upon the agreement of the Assignee and the Assignor or otherwise to restrict the waiver by the Assignor of any right, power or privilege, such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions agreement or waiver shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereofextent permitted by applicable law) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full for all purposes of all Obligationsthis Agreement, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred Security Instruments executed in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceherewith.

Disposition of Collateral. Upon and after the occurrence of any Event of Default which is then continuingthat has not been cured during the applicable cure period, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon Any Collateral repossessed by the Agent under or pursuant to Section 5.1 and any other Collateral whether or not so repossessed by the Agent 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 Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Any of the Collateral may be sold, leased or otherwise disposed of, in the condition in which the same existed when taken by the Agent or after any Event of Default overhaul or repair which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of determine to be commercially reasonable. Any such disposition which shall be a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the private sale or other private proceedings permitted by such requirements shall be made upon not less than ten (10) days’ written notice to Guarantor specifying the time at which such disposition of Collateral is required by then applicable lawto be made and the intended sale price or other consideration therefor, five business and shall be subject, for the ten (510) days prior after the giving of such notice, to the right of Guarantor or any nominee of Guarantor to acquire the Collateral involved at a price or for such other consideration at least equal to the intended sale price or other consideration so specified. Any such disposition which shall be a public sale permitted by such requirements shall be made upon not less than ten (10) days’ written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of Guarantor specifying the time and place of such sale and, in the absence of applicable requirements of law, shall be by public auction (which may, at the option of the Agent, be subject to reserve), after publication at least once in The New York Times not less than ten (10) days prior to the date of sale. If The New York Times is not then being published, publication may be made in lieu thereof in any newspaper then being circulated in the City of New York, New York, as the Agent may elect. All requirements of reasonable notice under this Section 5.2 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Guarantor at its address set forth herein or such other address as the Guarantor may have, in writing, provided to the Agent. The Agent may, if it deems it reasonable, postpone or adjourn any sale of any Collateral which Debtors hereby agree may from time to time by an announcement at the time and place of the sale to be by private so postponed or adjourned without being required to give a new notice of sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under proceeds realized from the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, Collateral shall be applied (after deduction of any amounts payable as follows: first, to the Collateral reasonable costs, expenses and attorneys’ fees and expenses incurred by Agent pursuant for collection and for acquisition, completion, protection, removal, storage, sale and delivery of the Collateral; second, to Paragraph 12.1 hereof) against interest due on any of the Obligations pro rata among and any fees payable under this Agreement; and third, to the Lenders in proportion to their interests in principal of the Obligations. Upon payment in full of all ObligationsIf any deficiency shall arise, Debtors Guarantor shall be entitled remain liable to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any Agent and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceLenders therefor.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If In the event of any notice to Debtors of the sale or other disposition of Collateral is required by then applicable lawto occur, the Collateral Agent shall provide Debtor with at least five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholder of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor and Shareholder of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor and Shareholder shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor or Shareholder shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each The Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor or Shareholder arising under the Obligations or any other source. (e) No exercise by the Lender of any right hereby given it, no dealing by the Lender with Debtor, Shareholder or any other person, and no change, impairment or suspension of any right or remedy of the Lender shall in any way affect any of the obligations of Debtor or Shareholder hereunder or any Collateral furnished by Shareholder or give Debtor or Shareholder any recourse against the Lender. 10.2 The Collateral shall be released to the Debtor and Shareholder upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the timely compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything contained in this Security Agreement, or in the Subscription Agreement to the contrary, the Collateral that has not been released pursuant to this Security Agreement shall be released and returned promptly to the Shareholder upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement, provided that no Event of Default has occurred, otherwise the Collateral shall remain subject to this Agreement until the complete satisfaction of the Obligations. 10.3 The Debtor and Shareholder, individually or collectively may substitute with the Lender prior to the occurrence of an Event of Default a sum of money equal to the greater of (i) the Mandatory Payment as defined in Section 9.2 of the Subscription Agreement, or (ii) all sums due, payable or accruing on the Obligations through the Maturity Date of the Note as substitute Collateral and receive the Collateral in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement, and shall be deposited in an interest bearing account for the benefit of the Debtor or Shareholder, as the case may be, provided that such Debtor or Shareholder provide to the Lender a taxpayer identification number and other documents reasonably requested by Lender.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five ten (10) business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each The Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor or Shareholders arising under the Obligations or any other source. (e) No exercise by the Lender of any right hereby given it, no dealing by the Lender with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Lender shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Shareholders or give Debtor or Shareholders any recourse against the Lender. 10.2 The Security Shares shall be released to the Shareholders upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything contained in this Security Agreement, or in the Subscription Agreement to the contrary, the Security Shares that have not been released pursuant to this Security Agreement shall be released and returned promptly to the Shareholders upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement. 10.3 The Shareholders collectively may substitute with the Lender prior to the occurrence of an Event of Default a sum of money equal to the greater of (i) the Mandatory Redemption Payment as defined in Section 9.2 of the Subscription Agreement, or (ii) all sums due, payable or accruing on the Obligations through the Maturity Date of the Note as substitute Collateral and receive the Security Shares in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement, and shall be deposited in an interest bearing account for the benefit of the Shareholders provided each of the Shareholders provide to the Lender a taxpayer identification number and other documents reasonably requested by Lender.

Disposition of Collateral. Upon and after any an Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 The security interest described herein will be released by the Collateral Agent upon ten business days prior notice from the Debtor to the Collateral Agent after the aggregate amount of the Obligations is less than $500,000. At such time, this Agreement shall terminate and no longer be in force or effect. Collateral Agent shall, at the Debtor's sole cost and expense, take all steps reasonably necessary to effectuate the release of such interest.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase purchase, in part, by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under proceeds of the Obligations or any other sourceCollateral.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors the Debtor of the sale or other disposition of Collateral is required by then applicable law, five seven business (57) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors the Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent reasonably deems it advisable to do so, so in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors the Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors the Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 9.1 The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 9.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a9-612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lender under the Uniform Commercial Code. 10.3 9.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 9.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 11.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code ("Code") then in effect in the State of New York. 10.2 If any notice to Debtors Debtor or Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor and Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations in the following order: First, pro rata among the Lenders in proportion First Group and Second, pro rata among the Second Group. Proceeds will be not be disbursed to their interests in the ObligationsSecond Group until all Obligations to the First Group have been satisfied. Upon payment in full of all Obligations, Debtors Debtor and Shareholders shall respectively be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor or Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Debtor or Shareholders or give Debtor or Shareholders any recourse against the Collateral Agent.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) first against the Obligations arising under the New Notes pro rata among the Lenders holding New Notes in proportion to their interests in the New Notes and then against the all Obligations pro rata among the Lenders in proportion to their interests in the Obligationspercentages set forth on Schedule 10.4. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source. Any payments made by the Company to the Lenders, whether directly to the Lenders or through the Collateral Agent, against any Obligations shall be made solely in accordance with the priorities set forth in this Paragraph 10.4.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors SiVault of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree SiVault agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors SiVault of the time and place of any sale of Collateral which Debtors SiVault hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors SiVault shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors SiVault shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors SiVault arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lenders may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lenders shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lenders under the Uniform Commercial Code. 10.3 The Collateral Agent is Lenders are authorized, at any such sale, if the Collateral Agent deems Lenders deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lenders deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner.. (Warrant) 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lenders pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lenders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lenders to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code ("Code") then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata PRO RATA among the Lenders in proportion to their interests the interest in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. (e) No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Shareholders or give Debtor or Shareholders any recourse against the Collateral Agent. 10.2 The Security Shares shall be released to the Shareholders upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the timely compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything contained in this Security Agreement the Collateral Agent Agreement or in the Subscription Agreement to the contrary, the Security Shares shall be released and returned promptly upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement, provided said registration statement is declared effective within 150 days after the Closing Date as defined in Section 14(b) of the Subscription Agreement, otherwise the Security Shares shall remain subject to this Agreement and retained by the Collateral Agent until the complete satisfaction of the Obligations. 10.3 The Shareholders collectively may substitute with the Collateral Agent a sum of money equal to not less than all sums due, payable or accruing on the Obligations through the Maturity Date of the Notes as substitute Collateral and receive the Security Shares in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement and shall be deposited in an interest bearing account for the benefit of the Shareholders provided each of the Shareholders provide to the Collateral Agent a taxpayer identification number and other documents reasonably requested by Collateral Agent.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 8.1 The Collateral Agent Lender may exercise its their rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 8.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent the Lender under the Uniform Commercial Code.Cod e. 10.3 8.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent deems Lender deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lender deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 8.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 9.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each the Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such the Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors the Shareholder of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors The Shareholder of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders Lender in proportion to their interests respective interest in the Obligations. Upon payment in full of all Obligations, Debtors The Shareholder shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors The Shareholder shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, the Shareholder or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or The Shareholder hereunder or any Collateral furnished by the Shareholder or give Debtor or the Shareholder any recourse against the Collateral Agent. 10.6 The Security Shares shall be released to the the Shareholder upon the complete satisfaction of the Obligations. The Collateral Agent agrees to execute all documents, instruments, UCC termination statements and releases reasonably requested by the Shareholder at such Shareholder's expense, to effect the termination of Collateral Agent's security interest hereunder. 10.7 Anything to the contrary herein notwithstanding, the Security Shares may be released by the Collateral Agent directly to the Lender in proportion to their interests as set forth on Schedule A hereto at any time after written request, therefore to the Collateral Agent by any such Lender ("Request for Release"), and provided such request is made after the receipt by the Collateral Agent in writing, of a notice from a Lender of the occurrence of an Event of Default and expiration of notice and cure period provisions, if any. The Collateral Agent shall notify the Debtor and the Shareholder of any release of the Security Shares in writing five business days after such release. The attributed value of the Security Shares shall be equal to the Conversion Price (as defined in the Note) in effect on the date Request for Release is given to the Collateral Agent. The Request for Release must include a statement supporting the determination of the Conversion Price being employed. The Collateral Agent may not release at any one time an amount of Security Shares to a Lender pursuant to any particular Request for Release that would be in excess of the amount of Common Stock of the Debtor the Lender would be permitted to receive under Section 9.3 of the Convertible Note Purchase Agreement upon delivery of a Conversion Notice (as defined in the Note). The Debtor shall receive a credit against the Obligations in an amount corresponding to the Conversion Price employed multiplied by the number of Security Shares released to a Lender.

Disposition of Collateral. Upon and after dafter of any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 11.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing,, and after any applicable cure period: 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of (Security Agreement) Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors BlastGard of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree BlastGard agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors BlastGard of the time and place of any sale of Collateral which Debtors BlastGard hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations (Security Agreement) pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors BlastGard shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto)) and if applicable the Collateral Agent upon satisfaction of the Obligations will deliver form UCC-3 Financing Statement (Termination) to the Borrower. Any assignment of Collateral by the Collateral Agent to Debtors BlastGard shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors BlastGard arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New YorkNevada. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuingDefault, 10.1 (a) The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New YorkCalifornia. 10.2 (b) If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests the interest in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. (e) No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor hereunder or any Collateral furnished by Debtor or give Debtor any recourse against the Collateral Agent.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The 9.1. Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State States of New YorkColorado and Texas. 10.2 9.2. If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five ten business (510) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section 9 are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance9.3. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 Section 11.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such LenderLxxxxx’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default To the extent required by applicable law which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component cannot be waived, Lender will give Borrower notice of the Collateral, without regard to the existence time and place of any other security public sale or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If time after which any notice to Debtors of the private sale or other disposition of Collateral is to be made, by sending notice at least ten (10) calendar days before the time of sale or disposition, which Borrower agrees is reasonable. Lender need not give such notice if not required by then the UCC or other applicable law, five business (5) days prior written notice (. Borrower agrees that at any private sale conducted in accordance with applicable law Collateral may be sold at a price that is less than the price which Debtors agree might have been obtained at a public sale or that is reasonable notice within less than the meaning of Section 9.612(a) aggregate outstanding amount of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private saleSecured Obligations. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at Borrower agrees that any such sale, if private sale conducted by the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions Lender using commercially reasonable procedures shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds . To the fullest extent permitted by law, Lender may accept the first offer received by and need not offer such Collateral to more than one offeree. Notwithstanding the Collateral Agent for the benefit of the Lenders in respect of foregoing, Lender shall comply with any sale, collection applicable state or federal law or other enforcement or legal requirements in connection with a disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Borrower acknowledges that Lender may be unable to effect a public sale of all or any part of the Collateral and may be compelled to resort to one or more private sales (if permissible under applicable law) to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Borrower agrees that Lender shall be permitted to take such actions as Lender deems reasonably necessary in disposing of the Collateral to avoid conducting a public distribution of securities in violation of the Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction, as now enacted or as the same may in the future be amended, and acknowledges that any such actions shall be commercially reasonable. In addition, Borrower agrees to execute, from time to time, any amendment to this Agreement or other document as Lender may reasonably require to evidence the acknowledgments and consents of Borrower set forth in this Section 8. Lender may convert any proceeds in foreign currency to Dollars at the average of the buying spot rates of exchange for freely transferable Dollars in effect at the lending office selected by Lender as at the close of business on the date of payment of the sales price for such Collateral. After deducting its costs and expenses from the proceeds of sale, Lender may apply any residue to pay the Secured Obligations in such order as it elects and Borrower will remain liable for any deficiency with interest. All foreign exchange losses incurred in connection with the liquidation conversion of any Collateral denominated in a foreign currency to Dollars shall be borne by Borrower. If Lender shall be subject to any volume limitations in the sale of Collateral, Borrower shall not at any such time sell, or permit any party controlled by Borrower to sell, any securities if the sale thereof would adversely affect Lender’s ability to sell the Collateral. If Lender sells any of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral upon credit, Borrower will be credited only with payments actually made by the Collateral Agent purchaser, received by Lender and applied to Debtors shall be without representation or warranty the indebtedness of any nature whatsoever and wholly without recoursethe purchaser. To In the extent allowed by lawevent the purchaser fails to pay for the Collateral, each Lender may purchase resell the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion Borrower shall be credited with the proceeds of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourcesale.

Disposition of Collateral. a. Upon and after the occurrence of any Event of Default which is then continuing, 10.1 The Collateral and at any time thereafter (such default not having been cured), the Administrative Agent may exercise its rights with respect and the Lenders shall have the right to each and every component take immediate possession of the Collateral, without regard and for that purpose the Administrative Agent may, so far as the Debtors, or any of them as applicable, can give authority therefor, enter upon any premises on which Collateral may be situated and remove the same therefrom. The Administrative Agent may in its discretion require the Debtors to assemble all or any part of the Collateral at such location or locations as the Administrative Agent may reasonably designate. Each of the Debtors waives demand and notice with respect to and assents to any repossession of Collateral. Except for Collateral which is perishable or threatens to decline speedily in value or which is of a type customarily sold on a recognized market, the Administrative Agent shall give to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business Debtor at least ten (510) days days’ prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale of any other intended disposition is to be by private salemade. The rights granted Administrative Agent and the Lenders shall also have in this Section are any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the applicable Uniform Commercial Code, as amended from time to time. The residue of any proceeds of collection or sale, after satisfying all Obligations in such order of preference as the Administrative Agent may determine and making proper allowance for interest on Obligations not then due, and after making any payments required by the applicable Uniform Commercial Code, as amended from time to time, shall be credited to any deposit account maintained by any Debtor with the Administrative Agent. The Debtors shall remain jointly and severally liable for any deficiency. The Debtors each hereby waive any and all rights available that each may have to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, a judicial hearing in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit advance of the Lenders in respect enforcement of any saleof the Administrative Agent and the Lenders’ rights hereunder, collection or other enforcement or disposition including, without limitation, its right following an Event of Collateral, shall be applied (after deduction of any amounts payable Default to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses take immediate possession of the Collateral Agent incurred in connection and to exercise its rights with the liquidation of the Collateral (unless another person is legally entitled respect thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors 5G of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree 5G agrees is reasonable notice within the meaning of Section 9.612(a) Article 9 of the Uniform Commercial Code) shall be given to Debtors 5G of the time and place of any sale of Collateral which Debtors 5G hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors 5G shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors 5G shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s its pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors 5G arising under the Obligations or any other source.

Disposition of Collateral. Upon and after (a) Neither the Borrower nor any Grantor shall sell or otherwise Dispose of any Collateral (including, without limitation, by way of any Sale of a Grantor) except that such sale or other Disposition shall be permitted in the case of (i) a Permitted Disposition or (ii) any other Disposition or sale of Collateral (other than Intellectual Property), provided that upon consummation of such other Disposition or sale of Collateral contemplated in this clause (ii), (A) no Event of Default which shall have occurred and be continuing, (B) the Collateral Coverage Ratio is then continuing, 10.1 The no less than 1.6 to 1.0 after giving effect to such sale or other Disposition, (C) no Core Collateral Agent may exercise its rights Failure results from such sale or other Disposition (after giving effect to any pledge of Qualified Replacement Assets, if any) (D) with respect to each a Disposition or sale of Pledged Slots, complies with the requirements of Section 6.09(b) and every component (E) all Net Proceeds of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the such sale or other disposition Disposition are deposited into the Collateral Proceeds Account; provided that nothing contained in this Section 6.04 is intended to excuse performance by the Borrower or any Guarantor of any requirement of any Collateral Document that would be applicable to a Disposition permitted hereunder. A Disposition of Collateral is required by then applicable lawreferred to in clause (d), five business (5e)(iv) days prior written notice or (which Debtors agree is reasonable notice within the meaning of Section 9.612(af) of the Uniform Commercial Codedefinition of “Permitted Disposition” shall not result in the automatic release of such Collateral from the security interest of the applicable Collateral Document, and the Collateral subject to such Disposition shall continue to constitute Collateral for all purposes of the Loan Documents (without prejudice to the rights of the Borrower to release any such Collateral pursuant to Section 6.09(c)). (b) Any sale or Disposition of any Pledged Slots (other than a Permitted Disposition) shall be given (A) for cash consideration for Fair Market Value, (B) to Debtors an airline that is not an Affiliate 1006028216v17 of the time Borrower or any of its Subsidiaries and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales (C) made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with a transaction or series of transactions that is not, and does not have the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever effect of, a sale and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up leaseback transaction with respect to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourcePledged Slots.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata PRO RATA among the Lenders in proportion to their interests respective interest in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Shareholders or give Debtor or Shareholders any recourse against the Collateral Agent. 10.6 The Security Shares shall be released to the Shareholders upon the complete satisfaction of the Obligations and Collateral Agent agrees to execute all documents, instruments, UCC termination statements and releases reasonably requested by a Shareholder to effect the termination of Collateral Agent's security interest hereunder. 10.7 The Security Shares may be released by the Collateral Agent directly to the Lenders in proportion to their interests as set forth on Schedule A hereto at any time after written request, therefore to the Collateral Agent by any such Lender ("Request for Release"), and provided such request is made after the occurrence of an Event of Default and expiration of notice and cure period provisions, if any. The Collateral Agent shall notify the Debtor and Shareholders of any release of the Security Shares in writing five business days after such release. The attributed value of the Security Shares shall be equal to the Conversion Price (as defined in the Note) in effect on the date Request for Release is given to the Collateral Agent. The Request for Release must include a statement supporting the determination of the Conversion Price being employed. The Collateral Agent may not release an amount of Security Shares to a Lender pursuant to any particular Request for Release that would be in excess of the amount of Common Stock of the Debtor the Lender would be permitted to receive upon delivery of a Conversion Notice (as defined in the Note). The Debtor shall receive a credit against the Obligations in an amount corresponding to the Conversion Price employed multiplied by the number of Security Shares released to a Lender.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lenders may exercise its their rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lenders shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five ten (10) business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lenders under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lenders pursuant to Paragraph 12.1 11.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lenders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lenders to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Lenders by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner.. (Subsidiary Security Agreement) 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto), and if applicable, the Collateral Agent upon satisfaction of the Obligations will deliver form UCC-3 Financing Statement (Termination) to the Borrower. Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholder of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholder of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Shareholder shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Shareholder shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each The Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor or Shareholder arising under the Obligations or any other source. (e) No exercise by the Lender of any right hereby given it, no dealing by the Lender with Debtor, Shareholder or any other person, and no change, impairment or suspension of any right or remedy of the Lender shall in any way affect any of the obligations of Debtor or Shareholder hereunder or any Collateral furnished by Shareholder or give Debtor or Shareholder any recourse against the Lender. 10.2 The Security Shares shall be released to the Shareholder upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything contained in this Security Agreement, or in the Subscription Agreement to the contrary, the Security Shares that have not been released pursuant to this Security Agreement shall be released and returned promptly to the Shareholder upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5 Provided an Event of Default has not occurred, the Collateral shall be released to the Debtor upon the timely compliance by the Debtor with its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement and this Agreement shall be of no further force or effect; otherwise the Collateral shall remain subject to this Agreement and retained by the Collateral Agent until the complete satisfaction of the Obligations.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 10.1. The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 10.2. If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 10.3. The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 10.4. All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. 10.5. The foregoing notwithstanding upon any payment or distribution of assets of the Debtor of any kind or character whether in cash or property, to creditors upon any dissolution or winding up or total or partial liquidation or reorganization of the Debtor, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then and in any such event all principal, premium and interest and all other amounts due or to become due upon all Senior Lender's obligations shall first be paid in full before the Lenders shall be entitled to retain any assets so paid or distributed in respect of the Obligations (whether for principal, premium, interest or otherwise except for payments of principal, interest, Liquidated Damages, fees and expenses or any other payments in accordance with the terms of the Transaction Documents), and upon any such dissolution or winding up or liquidation or reorganization, any payment or distribution of assets of the Debtor of any kind or character, whether in cash, property or securities, to which the Lenders would be entitled, except as otherwise provided herein, shall be paid to the Senior Lender by the Debtor or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, or by the Lenders if received by them.

Disposition of Collateral. 10.1 Upon and after any Event of Default which is then continuing, 10.1 (a) The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the ObligationsObligations or any other component of the Collateral. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code ("Code") then in effect in the State of New York. 10.2 (b) If any notice to Debtors Shareholders of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Shareholders of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 (c) The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 (d) All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests the interest in the Obligations. Upon payment in full of all Obligations, Debtors Shareholders shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Shareholders shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source. (e) No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor, Shareholders or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor or Shareholders hereunder or any Collateral furnished by Shareholders or give Debtor or Shareholders any recourse against the Collateral Agent. 10.2 The Security Shares shall be released to the Shareholders upon the sooner of (i) complete satisfaction of the Obligations, or (ii) the timely compliance by the Debtor of its registration obligations set forth in Section 10.1(iv) of the Subscription Agreement. Notwithstanding anything contained in this Security Agreement, the Collateral Agent Agreement or in the Subscription Agreement to the contrary, the Security Shares shall be released and returned promptly upon the effectiveness of the SB-2 registration statement required to be filed by the Company pursuant to Section 10.1(iv) of the Subscription Agreement, provided said registration statement is declared effective within 150 days after the Closing Date as defined in Section 14(b) of the Subscription Agreement, otherwise the Security Shares shall remain subject to this Agreement and retained by the Collateral Agent until the complete satisfaction of the Obligations. 10.3 The Shareholders collectively may substitute with the Collateral Agent a sum of money equal to not less than all sums due, payable or accruing on the Obligations through the Maturity Date of the Notes as substitute Collateral and receive the Security Shares in lieu thereof. Said sum of money will be held as Collateral pursuant to this Security Agreement, and shall be deposited in an interest bearing account for the benefit of the Shareholders provided each of the Shareholders provide to the Collateral Agent a taxpayer identification number and other documents reasonably requested by Collateral Agent.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code ("Code") then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall comply in good faith with all applicable securities laws. 10.4 All cash proceeds received by the Collateral Agent Agent, for the benefit of the Lenders Lenders, in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests such order as is specified in the ObligationsNotes and Put Notes, if applicable. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Lenders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations Note, Put Note, Subscription Agreement, or any other source. 10.5 No exercise by the Collateral Agent of any right hereby given it, no dealing by the Collateral Agent with Debtor or any other person, and no change, impairment or suspension of any right or remedy of the Collateral Agent shall in any way affect any of the obligations of Debtor hereunder or any Collateral furnished by Debtor or give Debtor any recourse against the Collateral Agent.

Disposition of Collateral. Upon and after any Event of Default which is then continuing,, but subject at all times to the prior rights of the Senior Lenders in and to the Collateral: 10.1 11.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 11.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 11.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 11.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 13.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any (a) During the continuance of an Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to Default, each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Loan Party agrees that Collateral Agent shall have all the right, subject to the mandatory requirements of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning to sell or otherwise dispose of Section 9.612(a) all or any part of the Uniform Commercial Code) Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Collateral Agent shall deem appropriate. Collateral Agent shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, authorized at any such sale, sale (if the Collateral Agent it deems it advisable to do so, in order to comply with any applicable securities laws, ) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree, among other things, agree that they are purchasing the Collateral for their own account for investment, investment and not with a view to the distribution or resale sale thereof, and upon consummation of any such sale Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Loan Party, and each Loan Party hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Loan Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) Collateral Agent shall give each applicable Loan Party ten days’ prior written notice (which each Loan Party agrees is reasonable notice within the meaning of Section 9-611 and Section 9-612 of the Code) of Collateral Agent’s intention to make any such sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may (in its sole and absolute discretion) determine. Collateral Agent shall not be obligated to make any such sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. Collateral Agent 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 sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. Collateral Agent, on behalf of itself and Administrative Agent and Lenders, shall have the right to credit bid and purchase for the benefit of Collateral Agent, Administrative Agent and Lenders all or any portion of Collateral at any sale thereof conducted by Collateral Agent under the provisions of the Code, including pursuant to Sections 9-610 or 9-620 of the Code, at any sale thereof conducted under the provisions of the Bankruptcy Code, including Section 363 thereof, or otherwise to restrict such at any other sale in such other manner as the or foreclosure conducted by Collateral Agent deems advisable (whether by judicial action or otherwise) in accordance with applicable law. Such credit bid or purchase may be completed through one or more acquisition vehicles formed by Collateral Agent to ensure make such compliance. Sales made subject credit bid or purchase and, in connection therewith, Collateral Agent is authorized, on behalf of itself and Administrative Agent and Lenders, to adopt documents providing for the governance of the acquisition vehicle or vehicles, and assign the applicable Obligations to any such restrictions acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Agents and Lenders on the basis of the Obligations so assigned by each Agent or Lender). Each Lender, by its acceptance of the benefits of this Agreement, hereby agrees, on behalf of itself and each of its Affiliates that is a secured party, that, except as otherwise provided in any Loan Document or with the written consent of Collateral Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that it might otherwise have been made in a commercially reasonable mannerunder applicable law to credit bid at foreclosure sales, Code sales or other similar dispositions of Collateral. 10.4 All proceeds received by (c) For purposes of this Section 8.9, a written agreement to purchase the Collateral Agent for the benefit of the Lenders in respect of or any sale, collection or other enforcement or disposition of Collateral, portion thereof shall be applied (after deduction of any amounts payable to the treated as a sale thereof; Collateral Agent shall be free to carry out such sale pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors such agreement and no Loan Party shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Collateral Agent shall have entered into such an agreement all CollateralEvents of Default shall have been remedied and the Obligations paid in full (in which case the applicable Loan Parties shall be entitled to the excess proceeds of any such sale pursuant to Section 8.9). As an alternative to exercising the power of sale herein conferred upon it during the continuance of an Event of Default, including cash, which has not been used Collateral Agent may proceed by a suit or applied toward suits at law or in equity to foreclose this Agreement and to sell the payment Collateral or any portion thereof pursuant to a judgment or decree of Obligations a court or used courts having competent jurisdiction or applied pursuant to any and all costs or expenses a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 8.9 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceCode.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 8.1 The Collateral Agent Holders may exercise its their rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Holders shall have all of the rights and remedies of a lender Holder on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 8.2 If any notice to Debtors Company of the sale or other disposition of Collateral is required by then applicable law, five business (5) days Business Days prior written notice (which Debtors agree Company agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Company of the time and place of any sale of Collateral which Debtors Company hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Holders under the Uniform Commercial Code. 10.3 8.3 The Collateral Agent is Holders are authorized, at any such sale, if the Collateral Agent deems Holders deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Holders deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 8.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Holders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Holders pursuant to Paragraph 12.1 10.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Company shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Holders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Holders to Debtors Company shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Holders may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Holders by Debtors Company arising under the Obligations or any other source.

Disposition of Collateral. Upon Subject only to the priority rights in and to the Collateral held by the Senior Secured Parties, as provided herein, upon and after the occurrence of any Event of Default which is then continuing, 10.1 8.1 The Collateral Agent Secured Party may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Secured Party shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 8.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days days' prior written notice (which Debtors agree is reasonable notice within or, if longer, the meaning shortest period of Section 9.612(atime permitted by then applicable law) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any public sale of Collateral or of the time after which Debtors hereby agree may any private sale or any other intended disposition is to be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Codemade, shall constitute reasonable notification. 10.3 8.3 The Collateral Agent Secured Party is authorized, at any such sale, if the Collateral Agent Secured Party deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Secured Party deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 8.4 All cash proceeds received by the Collateral Agent for the benefit of the Lenders Secured Party in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Secured Party pursuant to Paragraph 12.1 11.1 hereof) against the Obligations pro rata among in such order as the Lenders in proportion to their interests in the ObligationsSecured Party may, its sole discretion determine. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Secured Party incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Secured Party to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender The Secured Party may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with any sums owed to such Lender the Secured Party by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lender may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors Debtor agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lender under the Uniform Commercial Code. 10.3 The Collateral Agent Lender is authorized, at any such sale, if the Collateral Agent Lender deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Lender deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon indefeasible payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata 's portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing,, and after any applicable cure period: 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after Each Secured Party shall have the right to dispose of all or any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the CollateralCollateral as such Secured Party, without regard to the existence of any other security or source of payment for the Obligationsin its sole discretion, may deem advisable. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any Such Secured Party will give Debtor notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any disposition of the Collateral, or of the time after which any intended disposition thereof is to be made, by sending notice, as provided in Section 6.2 below, at least ten (10) days before the time of the sale of Collateral or disposition, which Debtors provisions for notice Debtor and such Secured Party agree are reasonable. To enable the Secured Parties to effect any such disposition, assignment and/or transfer, Debtor hereby agree may be by private sale. The rights granted makes, constitutes and appoints each Secured Party as its true and lawful attorney, in this Section are in addition its name, place and stead, and for its account and risk, to make, execute and deliver any and all rights available assignments or other instruments which any Secured Party may deem necessary or proper to Collateral Agent under effectuate the Uniform Commercial Code. 10.3 The Collateral Agent is authorizedauthority hereby conferred by signing Debtor's name only or by signing the same as its attorney-in-fact, at any as may be deemed by such sale, if the Collateral Agent deems it advisable Secured Party to do so, be necessary or proper in order to comply connection with any applicable securities lawsdisposition, to restrict assignment or transfer of all or any part of the prospective bidders or purchasers to persons who will represent Collateral. The foregoing power of attorney is coupled with an interest and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit continuing one and irrevocable so long as any portion of the Lenders Obligations remains unpaid in respect whole or in part. Except as otherwise provided by law, the proceeds realized from the disposition of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent may be applied by the Secured Parties first to the reasonable costs, expenses and attorneys' fees and expenses incurred by the Secured Parties in connection with the liquidation exercise of their rights hereunder, and then to any of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion Obligations of the purchase price with sums owed Secured Parties in proportion to such Lender by Debtors arising under each Secured Parties respective initial purchases of the Obligations or Convertible Debentures pursuant to the Purchase Agreement and/or initial purchases of the Prior Debentures issued pursuant to the Securities Agreement, regardless of whether the other Secured Parties have exercised their rights hereunder. If any other sourcedeficiency shall arise, Debtor shall remain liable to the Secured Parties therefor.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Subscribers may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Subscribers shall have all of the rights and remedies of a lender on default secured party under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Subscribers under the Uniform Commercial Code. 10.3 The Collateral Agent Subscribers is authorized, at any such sale, if the Collateral Agent Subscribers deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Subscribers deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Subscribers in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Subscribers pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Subscribers incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Subscribers to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Subscribers may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Subscribers by Debtors arising under the Obligations or any other source. 10.5 Without limiting, and in addition to, any other rights, options and remedies Subscribers have under the Transaction Documents, the UCC, at law or in equity, or otherwise, upon the occurrence and continuation of an Event of Default, Subscribers shall have the right to apply for and have a receiver appointed by a court of competent jurisdiction. Debtors expressly agree that such a receiver will be able to manage, protect and preserve the Collateral and continue the operation of the business of Debtors to the extent necessary to collect all revenues and profits thereof and to apply the same to the payment of all expenses and other charges of such receivership, including the compensation of the receiver, until a sale or other disposition of such Collateral shall be finally made and consummated. Debtors waive any right to require a bond to be posted by or on behalf of any such receiver. 10.6 Provided an Event of Default or an event, which with the passage of time or the giving of notice could become an Event of Default is not pending, then from and after the date a Lender has exercised its conversion rights with respect to not less than one-half of the initial principal of such Lender’s Note and the Company has complied with its obligations with respect to all such conversions, then such Lender’s security interest granted pursuant to this Agreement shall be automatically released.

Disposition of Collateral. Upon 8.1 Except as provided in Clauses 8.2 and after 8.3 of this Addendum A, CSSS shall not deposit, transfer, lend, pledge, re-pledge or otherwise deal with any Event Collateral for any purpose. 8.2 For the purpose of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component Section 6 (2) of the CollateralSecurities and Futures (Client Securities) Rules, without regard you hereby expressly authorize CSSS to the existence dispose of any Collateral without giving notice to you to settle (in part or in full): (a) your obligation to maintain the margin; (b) any of your liability to repay or discharge any amount due under the Margin Facility; (c) any of your liability to settle your Transaction against which liability Collateral has been provided by you; or (d) any liability owed by you to CSSS for dealing in Securities which remains after CSSS has disposed of all other security assets designated as Collateral for securing the settlement of that liability. 8.3 You hereby agree to provide CSSS with the authority stipulated in Section 7 (2) of the Securities and Futures (Client Securities) Rules to: (a) apply any of your securities or source securities collateral to a securities borrowing and lending agreement; (b) deposit any of payment your securities collateral with an authorized financial institution as collateral for financial accommodation provided to CSSS; and / or (c) deposit any of your securities collateral with a recognized clearing house or another intermediary licensed or registered for dealing in securities as collateral for the Obligations. In addition to other rights discharge and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all satisfaction of the rights CSSS settlement obligations and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any liabilities; without giving notice to Debtors you. Such authorization shall be given in writing for a period of not more than twelve months from the sale date when your Margin Account is opened, and may be renewed for one or other disposition of Collateral is required by then applicable law, five more further periods not exceeding twelve months at one time. You can withdraw this authorization at any time on giving 2 business (5) days days’ prior written notice (which Debtors to CSSS. 8.4 You hereby agree is reasonable notice within that in the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place event of any sale pursuant to the Agreement or the Margin Facility Terms, any Collateral will be sold or disposed of Collateral which Debtors hereby agree may in the absolute discretion of CSSS and upon any sale by CSSS, a declaration made by an officer of CSSS that the power of sale has become exercisable shall be by private sale. The rights granted conclusive evidence of the fact in this Section are in addition favour of any purchaser or other person deriving title to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection under the sale and no person dealing with CSSS or its nominees shall be concerned to inquire into the liquidation circumstances of the Collateral (unless another person is legally entitled thereto). Any assignment sale. 8.5 In the event that the net proceeds of Collateral by the Collateral Agent to Debtors sale shall be without representation or warranty insufficient to cover the whole of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising your liabilities under the Obligations or Margin Facility Terms, you undertake to pay to CSSS on demand any other sourcebalance that may then be due.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after The right to sell or otherwise dispose of all or any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the CollateralCollateral at public or private sale or sales, without regard with such notice as may be required by law, in lots or in bulk, for cash or on credit, all as Agent, in its discretion, may deem advisable. Borrower agrees that thirty (30) days’ written notice to Borrower or the existence applicable REO Affiliate of any other security public or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the private sale or other disposition of any Collateral is required by then shall be reasonable notice thereof, and such sale shall be at such locations as Agent may designate in said notice. Agent shall have the right to conduct such sales on Borrower’s or REO Affiliates’ premises, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. Agent shall have the right to sell, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning lease or otherwise dispose of Section 9.612(a) any Collateral, or any part thereof, for cash, credit or any combination thereof, and Agent and/or Lenders may purchase all or any part of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such salepublic or, if the Collateral Agent deems it advisable to do sopermitted by law, private sale and, in order to comply with any applicable securities lawslieu of actual payment of such purchase price, to restrict may set-off the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict amount of such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) price against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment Agent is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, tradenames, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in full advertising for sale and selling any Collateral and Borrower’s rights under all licenses and all franchise agreements shall inure to Agent’s and Lenders’ benefit. The proceeds realized from the sale of all any Collateral may be applied, after allowing two (2) Business Days for collection, first to the costs, expenses and reasonable attorneys’ fees incurred by Agent and Lenders in collecting the Obligations, Debtors shall be entitled in enforcing Agent’s and Lenders’ rights under the Loan Documents and in collecting, retaking, completing, protecting, removing, storing, advertising for sale, selling and delivering any of the Collateral; secondly, to interest due upon any of the Obligations; and thirdly, to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses principal of the Collateral Obligations. If any deficiency shall arise, Borrower shall remain liable to Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceLenders therefor.

Disposition of Collateral. Upon and after any Event In view of Default which is then continuing, 10.1 The the position of Assignor in relation to the Collateral Agent owned by it, or because of other current or future circumstances, a question may exercise its rights arise under the Collateral Documents or applicable laws with respect to each any disposition of the Collateral permitted hereunder. Assignor recognizes that the Collateral Documents or related agreements may strictly limit transfers of the Collateral and every component the admission of substitute lenders, holders or owners under the Collateral Documents. Assignor understands that compliance with the Collateral Documents, related agreements or applicable laws might very strictly limit the course of conduct of Agent if Agent were to attempt to dispose of all or any part of the Collateral in accordance with the terms hereof, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Agent in any attempt to dispose of all or part of the Collateral in accordance with the terms hereof under applicable laws. Assignor recognizes that in light of the foregoing restrictions and limitations Agent may, with respect to any sale of the Collateral, without regard limit the purchasers to those who are able to satisfy any conditions or requirements set forth in the Collateral Documents, related agreements or applicable laws and Agent may sell the Collateral in parcels and at such time as Agent may reasonably determine is necessary to comply with such conditions or requirements. Assignor acknowledges and agrees that in light of the foregoing restrictions and limitations, the Agent in its sole and absolute discretion may, in accordance with the Collateral Documents (a) restrict such sale to one or more eligible purchasers who have satisfied all applicable requirements, (b) approach and negotiate with a single potential purchaser to effect such sale or sales, and (c) sell the Collateral in parcels and at such time as Agent may reasonably determine is necessary to comply with such conditions or requirements. Assignor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the existence of any other security or source of payment for the Obligationsseller if such sale were a public sale without restrictions. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all event of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with shall incur no responsibility or liability for selling all or any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses part of the Collateral Agent incurred in connection accordance with the liquidation terms hereof at a price that Agent, in its sole and absolute discretion, may in good xxxxx xxxx reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale was to other than an eligible purchaser who satisfied all applicable requirements, if more than a single purchaser were approached or if all of the Collateral (unless another person is legally entitled thereto)were sold at a single sale. Any assignment Assignor further agrees that any sale or sales by Agent of Collateral by the Collateral Agent to Debtors made as provided in this Section 6.07 shall be without representation commercially reasonable. The provisions of this paragraph will apply notwithstanding the existence of a public or warranty of any nature whatsoever and wholly without recourseprivate market upon which the quotations or sales prices may exceed substantially the price at which the Agent sells. To the extent allowed by lawARTICLE SEVEN GENERAL CONDITIONS . IT IS SPECIFICALLY UNDERSTOOD AND AGREED THAT THIS ASSIGNMENT SHALL NOT OPERATE TO PLACE ANY RESPONSIBILITY OR OBLIGATION WHATSOEVER UPON AGENT OR ANY LENDER, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other sourceAND THAT IN ACCEPTING THIS ASSIGNMENT, AGENT AND THE LENDERS NEITHER ASSUME NOR AGREE TO PERFORM AT ANY TIME WHATSOEVER ANY OBLIGATION OR DUTY OF ASSIGNOR WITH RESPECT TO THE COLLATERAL, ALL OF WHICH OBLIGATIONS AND DUTIES SHALL BE AND REMAIN WITH AND UPON ASSIGNOR. ASSIGNOR AGREES TO RELEASE, INDEMNIFY, DEFEND AND TO HOLD HARMLESS, AND DOES HEREBY RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS, AGENT, THE LENDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS AND AGENTS (EACH AN “INDEMNIFIED PERSON”) FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS FEES AND EXPENSES) IMPOSED UPON OR INCURRED BY ANY INDEMNIFIED PERSON BY REASON OF THIS ASSIGNMENT AND ANY CLAIM AND DEMAND WHATSOEVER WHICH MAY BE ASSERTED AGAINST ANY INDEMNIFIED PERSON BY REASON OF ANY ALLEGED OBLIGATION OR UNDERTAKING TO BE PERFORMED OR DISCHARGED BY AGENT OR ANY LENDER UNDER OR BY REASON OF THIS ASSIGNMENT, EXCEPT FOR ANY LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF ACTION, COSTS AND EXPENSES ARISING AS A RESULT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AGENT OR SUCH LENDER. IN THE EVENT ANY INDEMNIFIED PERSON INCURS ANY SUCH LIABILITY, OBLIGATION, CLAIM, DAMAGE, PENALTY, COSTS OR EXPENSES UNDER OR BY REASON OF THIS ASSIGNMENT, OR IN THE DEFENSE OF ANY CLAIMS OR DEMANDS ARISING OUT OF OR IN CONNECTION WITH THIS ASSIGNMENT, THE AMOUNT OF SUCH LIABILITY, OBLIGATION, CLAIM, DAMAGE, PENALTY, COST OR EXPENSE SHALL BE ADDED TO THE OBLIGATIONS, SHALL BEAR INTEREST AT THE DEFAULT RATE SPECIFIED IN THE CREDIT AGREEMENT FROM THE DATE INCURRED UNTIL PAID AND SHALL BE DUE AND PAYABLE IMMEDIATELY UPON DEMAND BY AGENT OR A LENDER.

Disposition of Collateral. Upon and after any (a) During the continuance of an Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to Default, each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Loan Party agrees that Collateral Agent shall have all the right, subject to the mandatory requirements of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning to sell or otherwise dispose of Section 9.612(a) all or any part of the Uniform Commercial Code) Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Collateral Agent shall deem appropriate. Collateral Agent shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, authorized at any such sale, sale (if the Collateral Agent it deems it advisable to do so, in order to comply with any applicable securities laws, ) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree, among other things, agree that they are purchasing the Collateral for their own account for investment, investment and not with a view to the distribution or resale sale thereof, or otherwise to restrict and upon consummation of any such sale in such other manner as Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Loan Party, and each Loan Party hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Loan Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) Collateral Agent deems advisable shall give each applicable Loan Party ten days’ prior written notice (which each Loan Party agrees is reasonable notice within the meaning of Section 9-611 and Section 9-612 of the Code) of Collateral Agent’s intention to ensure make any such compliancesale of Collateral. Sales Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made subject to and the day on which the Collateral, or portion thereof, will first be offered for sale at such restrictions board or exchange. Any such public sale shall be deemed held at such time or times within ordinary business hours and at such place or places as Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Collateral Agent may (in its sole and absolute discretion) determine. Collateral Agent shall not be obligated to make any such sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been made in a commercially reasonable manner. 10.4 All proceeds received by the given. Collateral Agent 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 benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateraland such sale may, shall without further notice, be applied (after deduction of any amounts payable made at the time and place to which the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligationssame was so Amended and Restated Loan and Security Agreement – Domo, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.Inc.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lenders may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lenders shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lenders under the Uniform Commercial Code. 10.3 The Collateral Agent is Lenders are authorized, at any such sale, if the Collateral Agent deems Lenders deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lenders deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lenders pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lenders incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lenders to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Lender may exercise its their rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Lender shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Lender under the Uniform Commercial Code. 10.3 The Collateral Agent is Lender are authorized, at any such sale, if the Collateral Agent deems Lender deem it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Lender deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Lender in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Lender pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Lender incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Lender to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Subscribers may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Subscribers shall have all of the rights and remedies of a lender Subscriber on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Subscribers under the Uniform Commercial Code. 10.3 The Collateral Agent Subscribers is authorized, at any such sale, if the Collateral Agent Subscribers deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems Subscribers deem advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Subscribers in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Subscribers pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Subscribers incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Subscribers to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Subscribers may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Subscribers by Debtors arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Diametrics of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree Diametrics agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Diametrics of the time and place of any sale of Collateral Collateral, which Debtors Diametrics hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Diametrics shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Diametrics shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price proceeds with sums owed to such Lender by Debtors Diametrics arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which that/ is then continuing, 10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Debtor of the sale or other disposition of Collateral is required by then applicable law, five ten/ business (510/) days days' prior written notice (which Debtors agree that/ Debtor agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Debtor of the time and place of any sale of Collateral which Debtors that/ Debtor hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code. 10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent Agent, for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Debtor shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors Debtor shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s 's pro rata portion of the purchase price with sums owed to such Lender by Debtors Debtor arising under the Obligations or any other source.

Disposition of Collateral. Upon and after any Event of Default which is then continuing, 10.1 The Collateral Agent Holder may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for for, in order to satisfy the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent Holder shall have all of the rights and remedies of a lender holder on default under the Uniform Commercial Code then in effect in the State of New York. 10.2 If any notice to Debtors Company of the sale or other disposition of Collateral is required by then applicable law, five business (5) business days prior written notice (which Debtors agree Company agrees is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors Company of the time and place of any sale of Collateral which Debtors Company hereby agree agrees may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent Holder under the Uniform Commercial Code. 10.3 The Collateral Agent Holder is authorized, at any such sale, if the Collateral Agent Holder deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are it is purchasing the Collateral for their its own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent Holder deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner. 10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders Holder in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent Holder pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors Company shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent Holder incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent Holder to Debtors Company shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender Holder may purchase the Collateral and pay for such purchase by offsetting up to such Lender’s pro rata portion of the purchase price with sums owed to such Lender Holder by Debtors Company arising under the Obligations or any other source.