Common use of Events of Default Remedies Upon Default Clause in Contracts

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If Xxxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or the April 1998 Note, or if any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the April 1998 Note, or (ii) involving the voluntary placement by Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. (a) The following shall constitute Events An "Event of Default" hereunder occurs if the Pledgor fails to pay any amount when due under the Note or any other Event of Default under the terms of the Note occurs (herein called an "Events Event of Default") under this Agreement: (i) ). If Xxxxxxx fails to perform upon or observe any term, covenant, or Obligation under this Agreement or after the April 1998 Note, or if any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note is untrue or misleading in any material respect as occurrence of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company Holder elects to exercise remedies under this Agreement, then upon five (5) days' advance notice to the Pledgor, the Holder may exercise (in compliance with all applicable securities laws) in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement herein or otherwise available to it, all the rights and remedies of a secured party upon a after default under the Uniform Commercial Code in effect in the State of California Georgia at that time. The Holder may also act as follows: (a) Without notice except as specified below, Holder may sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, over the counter or at the Holder's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Holder may deem commercially reasonable or otherwise in such manner as necessary to comply with applicable federal and state securities laws. Upon consummation of any such sale, the Holder shall have the right to assign, transfer and deliver to the purchaser or purchasers at any such sale and such purchasers shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgor agrees that the Holder shall not be required to register or qualify any of the Collateral under applicable state or federal securities laws in connection with any such sale if the sale is effected in a manner that complies with all applicable federal and state securities laws or exemptions therefrom. The Holder shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. In the event that any such Collateral is sold at private sale, each Pledgor agrees that if such Collateral is sold for a price which the Holder in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) such Pledgor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) the Holder shall not incur any liability or responsibility to such Pledgor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Pledgor hereby waives any claims against the Trustee arising by reason of the fact that the price at that the Collateral may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the Secured Obligations, even if the Holder accepts the first offer received and does not offer the Collateral to more than one offeree (other than the Holder), unless such sale was not commercially reasonable under the circumstances. To the extent notice of sale shall be required by law, the Holder shall give Pledgor at least five (5) days' (or such longer period as shall be specified by applicable laws) notice of the time and place of any public sale or the time after which any private sale is to be made, which each Pledgor or agrees shall constitute commercially reasonable notification. At any such sale, the Holder, to the extent permitted by law, may bid (which bid may be, in whole or in part, in the form of cancellation of Secured Obligations) for and purchase for the account of the Holder the whole or any part of the Collateral. The Holder shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Holder may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If 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 the Holder until the sale price is paid by the purchaser or purchasers thereof, but the Holder 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. Each Pledgor agrees that any sale of the Collateral conducted by the Holder in accordance with the foregoing provisions of this Section 11(a) shall be deemed to be a commercially reasonable sale under the Georgia Uniform Commercial Code as in effect from time to time. (b) As an alternative to exercising the power of sale herein conferred upon it, the Holder may proceed by a suit or suits at law or in equity to foreclose the security interest granted under this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction. (c) Notwithstanding anything else contained herein Holder may cancel and rescind all rights conferred upon the Pledgor evidenced by the Stock Option Grant Certificate take such further action as necessary to effectuate the contrarycancellation of such Options. (d) Any cash held by the Holder as Collateral and all cash proceeds received by the Holder in respect of any sale of, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the April 1998 Notecollection from, or (ii) involving the voluntary placement by Xxxxxxx of a lien other realization upon all or a significant portion any part of the Pledged Collateral, Xxxxxxx Collateral prior to an Event of Default shall be entitled held by the Holder as collateral for the Note, and following an Event of Default may be held by the Holder as Collateral and/or then or at any time thereafter applied as follows: (x) first, to exercise the payment of the costs and expenses of retaking, holding and preparing for sale of the Collateral and any other fees, expenses, claims, demands, losses, judgments, damages and all voting and other consensual rights pertaining liabilities arising out of or related to any loan document payable to the Holder pursuant to Section 12, and (y) second, to the Holder for application against or on account of all or any part of the SharesNote. (e) Any surplus of such cash or cash proceeds held by the Holder and remaining after payment in full of all the Note shall be reassigned and redelivered as provided in Section 16 hereof.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If Xxxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or either Indemnitor fails to perform or observe any term, covenant, or obligation under the April 1998 NoteIndemnification Agreement, or if any representation or warranty made by Xxxxxxx or the Indemnitors in this Agreement or the April 1998 Note Indemnification Agreement is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note Obligations with a fair market value Fair Market Value (as defined in Section 11 hereto) equal to or exceeding 110% of the fair market value Fair Market Value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure by either or both Indemnitors to make fulfill its or their obligations under the payment described in Section 2 of the April 1998 NoteIndemnification Agreement, or (ii) involving the voluntary placement by Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. Subtenant hereby acknowledges that Sublandlord shall have any and all rights of default that are granted to Landlord under the Lease to the extent of a default by Subtenant under the terms and conditions of this Sublease which may include, but are not limited to, the following: (a) The following shall constitute Events failure by Subtenant to make any payment of Default Rent to Sublandlord on or before the date it is due and failure to cure such failure within five ("Events of Default"5) days after notice (which must be in writing as required under §31, below) from Sublandlord to Subtenant describing such failure; (b) failure by Subtenant to make any other payment or perform or observe any other obligation or condition to be performed or observed by Subtenant under this AgreementSublease and failure by Subtenant to correct such default within thirty (30) days after Sublandlord gives Subtenant notice to do so or, if because of the nature of such default it cannot be corrected within such 30-day period, failure by Subtenant to commence correction within such 30-day period and thereafter to expeditiously and continuously prosecute the correction to completion; (c) assignment or Sublease of any interest or rights of Subtenant under this Sublease, except as permitted under §26; or (d) the filing or execution or occurrence of any one or more of the following: (i) If Xxxxxxx fails to perform petition in bankruptcy by or observe any term, covenant, or Obligation under this Agreement or the April 1998 Note, or if any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note against (which is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was madenot dismissed within sixty (60) days after its filing) Subtenant; (ii) If petition or answer against Subtenant seeking a notice of lienreorganization, levyarrangement, composition, readjustment, liquidation, dissolution, or assessment relief relating thereto, under any provision of the Bankruptcy Act or any statute of like tenor or effect; (iii) adjudication of Subtenant as a bankrupt or insolvent; (iv) assignment for benefit of creditors of Subtenant, whether by trust, mortgage, or otherwise, or the execution of a composition agreement with Subtenant’s creditors; (v) petition or other proceeding by or against (which is filed not dismissed within sixty (60) days after its filing) Subtenant for the appointment of a trustee, receiver, guardian, conservator, or recorded liquidator of Subtenant, with respect to all or a substantial part substantially all of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral")Subtenant’s property; (vi) petition or other proceeding by or against (which is not dismissed within sixty (60) days after its filing) Subtenant resulting in the dissolution or termination of existence of Subtenant; or (vii) the creation of a lien upon Subtenant’s leasehold interest under this Sublease, or any part thereof or any property of Subtenant materially affecting or used in connection with Subtenant’s business located therein upon execution, attachment, or other process of law or equity which is not removed or bonded off within ten (10) business days of Subtenant’s receipt of notice of same. Immediately upon the occurrence of any event of default or at any time thereafter, unless that event of default has been cured prior to the expiration of any applicable cure period or waived by Sublandlord in writing, Sublandlord may at its option elect either to: (a) continue this Sublease in full force and effect notwithstanding the occurrence of such event of default; (b) terminate this Sublease; or (c) continue this Sublease and immediately re-enter and repossess (with or without a court order) the Leased Premises including using so-called “self help” and recover from Subtenant an amount equal to: (i) all unpaid Rent accruing hereunder prior to Sublandlord’s actual recovery of possession of the Leased Premises, (ii) all other unpaid amounts which were to have been paid by Subtenant to anyone hereunder prior to Sublandlord’s actual recovery of possession of the Leased Premises, (iii) If all or a substantial part Sublandlord’s costs of completing any improvements to the Pledged Collateral is attachedLeased Premises which were uncompleted at the time of Subtenant’s default, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; howeverSublandlord’s damages for Subtenant’s breach of this Sublease (including without limitation, damages to Sublandlord resulting from lost rent during the remainder of what would otherwise have been the Term, clean-up expenses, leasing commissions to real estate brokers, legal expenses in connection with respect to subparagraphs 8(a)(iire-leasing the Leased Premises, advertising and costs and expenses of any repair that may be reasonably necessary (in Sublandlord’s opinion) in connection with re-leasing the Leased Premises), (v) late charges, if any, due and unpaid under the following paragraph, and (iiivi) heretointerest on the foregoing amounts from the date of Sublandlord’s election to terminate this Sublease until the date of payment at a rate equal to four percent (4%) over the Prime Rate of Interest published in The Wall Street Journal (the “Default Rate”) from the date such payment was due. Until such time as Sublandlord expressly elects to terminate this Sublease as permitted under this section, if prior to this Sublease shall continue in full force and effect notwithstanding the end occurrence of such ninety (90) day periodevent of default. In the event Sublandlord elects to so terminate this Sublease, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default Subtenant thereupon shall be deemed to have occurred. assigned and transferred to Sublandlord all unexpired insurance premiums, all deposits made with public utilities, and all rights of Subtenant under all insurance policies. If Subtenant fails to pay any Rent on or before the fifth day after notice from Sublandlord to Subtenant stating such failure, Subtenant shall pay to Sublandlord a late charge of five percent (b5%) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateralamount of such overdue payment. In addition, any Rent not paid when due shall bear interest at the Default Rate. Acceptance of the foregoing sums shall not constitute a waiver of any event of default. Upon Sublandlord’s receipt of any check from Subtenant which is dishonored for payment, Sublandlord shall have the right to require Subtenant to make all future payments due to Sublandlord hereunder by cash, certified or cashier’s check. The provisions of this section shall be cumulative in addition to other rights nature and remedies provided for nothing contained in this Agreement section shall in any manner impair or otherwise affect adversely any right, recourse, or remedy which otherwise would be available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code Sublandlord at law or in effect in the State of California at that timeequity. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the April 1998 Note, or (ii) involving the voluntary placement by Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If if Xxxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or the April 1998 NoteNew Notes, or if any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note New Notes is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made;; or (ii) If if a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected affected Pledged Collateral shall hereinafter be referred to as the "Effected Affected Collateral");; or (iii) If if all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected affected Pledged Collateral shall also hereinafter be referred to as the "Effected Affected Collateral"). (iv) Provided; provided, however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note New Notes with a fair market value equal to or exceeding the fair market value of the Effected Affected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of any of the April 1998 NoteNew Notes, or (ii) involving the voluntary placement by Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If Xxxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or either Indemnitor fails to perform or observe any term, covenant, or obligation under the April 1998 NoteIndemnification Agreement, or if any representation or warranty made by Xxxxxxx or the Indemnitors in this Agreement or the April 1998 Note Indemnification Agreement is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note Obligations with a fair market value equal to or exceeding 110% of the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure by either or both Indemnitors to make fulfill its or their obligations under the payment described in Section 2 of the April 1998 NoteIndemnification Agreement, or (ii) involving the voluntary placement by Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. (a) The Each of the following shall constitute Events an Event of Default ("Events of Default") under this Pledge Agreement: (i) If Xxxxxxx fails Failure of Pledgor to perform or observe any termcovenant set forth in this Pledge Agreement, covenant, or Obligation under this Agreement or the April 1998 Note, or if any such failure shall not have been cured within thirty (30) days after written notice thereof has been given to Pledgor by Lender; (ii) Any representation or warranty made by Xxxxxxx Pledgor in this Pledge Agreement or the April 1998 Note is shall be untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral")made in any material respect; (iii) If all Any sale, assignment, pledge or a substantial part other encumbrance or transfer of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within Stock following the possession of any receiver, trustee, custodian, or assignee for date hereof not permitted by the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral").Employment Agreement; or (iv) Provided; however, with respect to subparagraphs 8(a)(ii) The occurrence of a Default under and (iii) hereto, if prior to as defined in the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurredNote. (b) When Upon the occurrence and so long as there is any during the continuance of an Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement having the right to exercise any right or otherwise available to it, all the rights and remedies remedy of a secured party upon a default under the Uniform Commercial Code as then in effect in the State of California New York (the "Uniform Commercial Code"), Lender may, to the extent permitted by law, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor or any other person (all of which are, to the extent permitted by law, hereby expressly waived), apply any cash held by it hereunder in the manner provided in Section 4(c) hereof and if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the items specified in Section 4(c) below, forthwith sell, or agree to sell, or otherwise dispose of and deliver the Pledged Stock or any part thereof or interest therein, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of Lender's offices or elsewhere, at such prices and upon such terms and conditions (including, without limitation, requirements that timeany purchaser of all or any part of the Pledged Stock be an "accredited investor" for purposes of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")), as it deems appropriate. The Lender or any prospective purchaser shall have the right to purchase upon any such sale the whole or any part of the Pledged Stock free of any right or equity of redemption in Pledgor, which right or equity is hereby expressly waived and released. (c) Notwithstanding anything else contained herein to the contrary, so long The proceeds of any such disposition or other action by Lender shall be applied as there has been and is no Event of Default: follows: (i) involving failure First, to make the payment described of all costs and expenses incurred in Section 2 connection therewith or incidental thereto or to the care or safekeeping of any of the April 1998 NotePledged Stock or in any way relating to the rights of Lender hereunder, or including, without limitation, reasonable attorneys' fees and expenses; (ii) involving Second, to the voluntary placement by Xxxxxxx of a lien upon all or a significant portion satisfaction of the Pledged CollateralObligations; (iii) Third, Xxxxxxx to the payment of any amounts required by applicable law (including, without limitation, Section 9-504(1)(c) of the Uniform Commercial Code); and (iv) Fourth, to the payment to Pledgor of any surplus then remaining from such proceeds, unless otherwise required by law or directed by a court of competent jurisdiction. (d) The Lender need not give more than fifteen (15) business days' notice of the time and place of any public sale or of the time after which a private sale may take place unless such sale is to be made in the open market, in which case the above fifteen business day period shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Sharesfive (5) business days, which notice, in each case, Pledgor hereby deems reasonable.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If Xxxxxxx there occurs or is continuing an Event of Default under and as defined in the Note; (ii) the Pledgor fails to perform or observe in any material respect any term, covenantcovenant or agreement contained in this Pledge Agreement or in the Merger Agreement on its part to be performed or observed and such failure shall continue for ten (10) business days after delivery by CHE of notification of such failure, or Obligation under this Agreement or the April 1998 Note, or if any representation or warranty made by Xxxxxxx the Pledgor in this Agreement or the April 1998 Note is shall be untrue or misleading in any material respect as of the date with respect to which that such representation or warranty was made; (iiiii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that lien, levy or assessment which relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety ten (9010) business days of Xxxxxxx'x the Pledgor's actual or constructive knowledge of that such filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral");recordation; or (iiiiv) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, custodian or assignee for the benefit of creditors, creditors and that such Pledged Collateral is not returned to Xxxxxxx the Pledgor or the such writ, distress warrant, warrant or levy is not dismissed, stayed, stayed or lifted within ninety ten (9010) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurredbusiness days. (b) When and so long as there is If any Event of DefaultDefault shall have occurred and be continuing, the Company may exercise in respect of the Pledged CollateralCHE shall, in addition to all other rights and remedies provided for in given by law or by this Agreement Agreement, the Note or otherwise available to itotherwise, have all of the rights and remedies with respect to the Pledged Collateral of a secured party upon a default under the Uniform Commercial Code ("Code") in effect in the State of California at that time. (c) Notwithstanding anything else contained herein time and CHE may, without notice and at its option, transfer or register, and the Pledgor shall register or cause to be registered upon request therefore by CHE, any securities constituting a part of the Pledged Collateral CHE's name or the name of its nominee(s), with or without any indication that such Pledged Collateral is subject to the contrarysecurity interest hereunder. In addition, with respect to any Pledged Collateral which shall then be in or shall thereafter come into the possession or custody of CHE, CHE may sell or cause the same to be sold at any public or private sale, in one or more sales or lots, at such price or prices as CHE may deem best, for cash or on credit or for future delivery, without assumption of any credit risk. The purchaser of any or all Pledged Collateral so long sold shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, CHE will give Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the Pledgor as there has been and is no Event of Default: (i) involving failure to make the payment described provided in Section 2 16 below, at least ten (10) business days before the time of the April 1998 Notesale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived. CHE may, in its own name or in the name of a designee or nominee, buy any of the Pledged Collateral at any public sale and if permitted by applicable law, at any private sale. All expenses (including court costs and reasonable attorneys' fees and expenses) of, or (ii) involving incident to, the voluntary placement by Xxxxxxx enforcement of a lien upon all any of the provisions hereof shall be recoverable from the proceeds of the sale or a significant portion other disposition of the Pledged Collateral. In addition, Xxxxxxx shall upon the occurrence or during the continuance of an Event of Default, all rights of the Pledgor to exercise the voting and other rights which it would otherwise be entitled to exercise any shall cease, and all voting and other consensual such rights pertaining to any or all of the Sharesshall thereupon become vested in CHE as provided in Section 6.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If Xxxxxxx Xxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or the April August 1998 Note, or if any representation or warranty made by Xxxxxxx Xxxxxx in this Agreement or the April August 1998 Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x Xxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx Xxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx Xxxxxx provides the Company with additional collateral to secure the April August 1998 Note with a fair market value Fair Market Value (as defined in Section 11 hereto) equal to or exceeding the fair market value Fair Market Value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx Xxxxxx and which collateral Xxxxxxx Xxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the April August 1998 Note, or (ii) involving the voluntary placement by Xxxxxxx Xxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx Xxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. (a) The following shall constitute Events If upon or after the occurrence of any Event of Default ("Events and during the occurrence of an Event of Default") under this Agreement: (i) If Xxxxxxx fails , the Agent elects to perform or observe any term, covenant, or Obligation exercise remedies under this Agreement or (the April 1998 Note, or if occurrence of any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral event shall hereinafter be referred to as the an "Effected CollateralAcceleration"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior then upon minimum notice to the end of such ninety (90) day periodPledgor required by applicable law, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be but subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred.the Trusts and related agreements described in Exhibit "B": (ba) When and so long as there is any Event of Default, the Company The Agent may exercise (in compliance with all applicable securities laws) in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement herein or otherwise available to it, all the rights and remedies of a secured party upon a after default under the Uniform Commercial Code in effect in the State of California Maryland at that time, and the Agent may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, over the counter or at the Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent may deem commercially reasonable or otherwise in such manner as necessary to comply with applicable federal and state securities laws. Upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers at any such sale and such purchasers shall hold the property sold absolutely, free from any claim or right on the part of either Pledgor, and Pledgor hereby waive (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that the Agent shall not be required to register or qualify any of the Collateral under applicable state or federal securities laws in connection with any such sale if the sale is effected in a manner that complies with all applicable federal and state securities laws or exemptions therefrom. The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. In the event that any such Collateral is sold at private sale, Pledgor agree that if such Collateral is sold for a price that the Agent in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Pledgor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) the Agent shall not incur any liability or responsibility to Pledgor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Pledgor hereby waives any claims against the Agent arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the Secured Obligations, even if the Agent accepts the first offer received and does not offer the Collateral to more than one offeree (other than the Agent or an affiliate of the Agent), unless such sale was not commercially reasonable under the circumstances. To the extent notice of sale shall be required by law, the Agent shall give Pledgor at least ten (10) days' (or such longer period as shall be specified by applicable laws) notice of the time and place of any public sale or the time after which any private sale is to be made, which Pledgor agrees shall constitute commercially reasonable notification. At any such sale, the Agent, to the extent permitted by law, may bid (which bid may be, in whole or in part, in the form of cancellation of Secured Obligations) for and purchase for the account of the Agent the whole or any part of the Collateral. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If 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 the Agent until the sale price is paid by the purchaser or purchasers thereof, but the 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. Pledgor agrees that any sale of the Collateral conducted by the Agent in accordance with the foregoing provisions of this SECTION 11(A) shall be deemed to be a commercially reasonable sale under the Uniform Commercial Code as in effect in the State of Maryland from time to time. As an alternative to exercising the power of sale herein conferred upon it, the Secured Parties may proceed by a suit or suits at law or in equity to foreclose the security interest granted under this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court or courts of competent jurisdiction. (cb) Notwithstanding anything else contained herein to Any cash held by the contrarySecured Parties as Collateral and all cash proceeds received by the Secured Parties in respect of any sale of, so long as there has been and is no Event collection from, or other realization upon all or any part of Default: the Collateral (i) involving failure prior to make the payment described in Section 2 occurrence of an Acceleration shall be held by the April 1998 NoteSecured Party as collateral for the Notes, or and (ii) involving following the voluntary placement by Xxxxxxx occurrence of a lien upon all or a significant portion an Acceleration as provided in Section 4 of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the SharesLoan Agreement.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("“Events of Default"”) under this Agreement: (i) If Xxxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or the April 1998 Note, or if any representation or warranty made by Xxxxxxx in this Agreement or the April 1998 Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x Xxxxxxx’x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "“Effected Collateral"”); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "“Effected Collateral"”). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx provides the Company with additional collateral to secure the April 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx and which collateral Xxxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the April 1998 Note, or (ii) involving the voluntary placement by Xxxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.

Events of Default Remedies Upon Default. (a) The following shall constitute Events of Default ("Events of Default") under this Agreement: (i) If Xxxxxxx Xxxxxx fails to perform or observe any term, covenant, or Obligation under this Agreement or the April August 1998 Note, or if any representation or warranty made by Xxxxxxx Xxxxxx in this Agreement or the April August 1998 Note is untrue or misleading in any material respect as of the date with respect to which that representation or warranty was made; (ii) If a notice of lien, levy, or assessment is filed or recorded with respect to all or a substantial part of the Pledged Collateral, except for a lien that relates to current taxes not yet due and payable, and if the applicable claim is not discharged or satisfied within ninety (90) days of Xxxxxxx'x Xxxxxx'x actual knowledge of that filing or recordation (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"); (iii) If all or a substantial part of the Pledged Collateral is attached, seized, or subjected to a writ or distress warrant, or is levied upon, or comes within the possession of any receiver, trustee, custodian, or assignee for the benefit of creditors, and that Pledged Collateral is not returned to Xxxxxxx Xxxxxx or the writ, distress warrant, or levy is not dismissed, stayed, or lifted within ninety (90) days (such effected Pledged Collateral shall hereinafter be referred to as the "Effected Collateral"). (iv) Provided; however, with respect to subparagraphs 8(a)(ii) and (iii) hereto, if prior to the end of such ninety (90) day period, Xxxxxxx Xxxxxx provides the Company with additional collateral to secure the April August 1998 Note with a fair market value equal to or exceeding the fair market value of the Effected Collateral, which collateral may be Shares or cash (or such other collateral, subject to the consent of the Company, which consent shall not be unreasonably withheld) at the discretion of Xxxxxxx Xxxxxx and which collateral Xxxxxxx Xxxxxx hereby agrees shall be subject to the terms of this Agreement, no Event of Default shall be deemed to have occurred. (b) When and so long as there is any Event of Default, the Company may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for in this Agreement or otherwise available to it, all the rights and remedies of a secured party upon a default under the Uniform Commercial Code in effect in the State of California at that time. (c) Notwithstanding anything else contained herein to the contrary, so long as there has been and is no Event of Default: (i) involving failure to make the payment described in Section 2 of the April August 1998 Note, or (ii) involving the voluntary placement by Xxxxxxx Xxxxxx of a lien upon all or a significant portion of the Pledged Collateral, Xxxxxxx Xxxxxx shall be entitled to exercise any and all voting and other consensual rights pertaining to any or all of the Shares.