Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. 8.1 The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence This conveyance, however, is in trust to secure the payment and performance of the obligations. But if Grantor fails to pay when due any sums secured hereby or if default is made by Grantor (or any one of them) in the payment or performance of any of the following events obligations under the Note, Promissory Note to the United States, Deed of Trust and Security Agreement, Title XI Agreement, or conditions shall constitute and is hereby defined any other document or agreement associated with this transaction, or in case Grantor should become insolvent, commit an Act of Bankruptcy, or apply to a bankruptcy court to be adjudicated a voluntary bankrupt, or proceedings be instituted to put Grantor in involuntary bankruptcy, or should any proceedings be taken against Grantor for the appointment of a receiver, assignee or trustee, or should Grantor make an "Event assignment for benefit of Default": one or more creditors, or should Beneficiary in good xxxxx xxxx itself insecure and its prospect of payment impaired, or if any loan proceeds are used for a purpose that will: (a1) Any failure contribute to excessive erosion of highly erodible land or neglect to perform the conversion of wetlands to produce an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M, or observe any (2) result in poor aquaculture practices, then in that event all of the termsobligations shall, provisionsat the option of Beneficiary, be and become at once due and payable without notice to Grantor, and Trustee herein named or covenants his successor or successors shall, at the request of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured PartyBeneficiary, so far as may be lawful, may purchase sell all or any part of the Collateral offered at any public or private sale made Property as set out in the enforcement 'P' 30 of Secured Party's rights this Deed of Trust and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the ObligationSecurity Agreement. In the event of any court proceedingssuch default, reasonable court costs and reasonable attorneys' fees Beneficiary shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall also have all the rights and remedies afforded of a secured party under the Uniform Commercial Code of Virginia and all any other legal and equitable remedies allowed under applicable law. No All remedies of Beneficiary shall be cumulative. A failure on the part of Secured Party Beneficiary to exercise any remedy or option contained in this Deed of its rights hereunder arising upon any Event Trust and Security Agreement in the event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party default shall not thereby waive the agreement contained herein that time is constitute a waiver of the essence, nor shall Secured Party waive either its Beneficiary's right to require prompt payment exercise said remedy or performance when due option in the event of the remainder of the Obligation that or its right to consider the failure to so pay or perform an Event of Defaultany subsequent default.

Events of Default Remedies. 8.1 The occurrence This conveyance, however, is in trust to secure the payment and performance of the obligations. But if Grantor fails to pay when due any sums secured hereby or if default is made by Grantor (or any one of them) in the payment or performance of any of the following events obligations under the Note, Promissory Note to the United States, Deed of Trust and Security Agreement, Title XI Agreement, or conditions shall constitute and is hereby defined any other document or agreement associated with this transaction, or in case Grantor should become insolvent, commit an Act of Bankruptcy, or apply to a bankruptcy court to be adjudicated a voluntary bankrupt, or proceedings be instituted to put Grantor in involuntary bankruptcy, or should any proceedings be taken against Grantor for the appointment of a receiver, assignee or trustee, or should Grantor make an "Event assignment for benefit of Default": one or more creditors, or should Beneficiary in good xxxxx xxxx itself insecure and its prospect of payment impaired, or if any loan proceeds are used for a purpose that will: (a1) Any failure contribute to excessive erosion of highly erodible land or neglect to perform the conversion of wetlands to produce an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M, or observe any (2) result in poor aquaculture practices, then in that event all of the termsobligations shall, provisionsat the option of Beneficiary, be and become at once due and payable without notice to Grantor, and Trustee herein named or covenants his successor or successors shall, at the request of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured PartyBeneficiary, so far as may be lawful, may purchase sell all or any part of the Collateral offered at any public or private sale made Property as set out in the enforcement P. 30 of Secured Party's rights this Deed of Trust and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the ObligationSecurity Agreement. In the event of any court proceedingssuch default, reasonable court costs and reasonable attorneys' fees Beneficiary shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall also have all the rights and remedies afforded of a secured party under the Uniform Commercial Code of Virginia and all any other legal and equitable remedies allowed under applicable law, including, but not limited to the right to seek a judgment for any deficiency in the amount owed, following liquidation of collateral. No All remedies of Beneficiary shall be cumulative. A failure on the part of Secured Party Beneficiary to exercise any remedy or option contained in this Deed of its rights hereunder arising upon any Event Trust and Security Agreement in the event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party default shall not thereby waive the agreement contained herein that time is constitute a waiver of the essence, nor shall Secured Party waive either its Beneficiary's right to require prompt payment exercise said remedy or performance when due option in the event of the remainder of the Obligation that or its right to consider the failure to so pay or perform an Event of Defaultany subsequent default.

Events of Default Remedies. 8.1 The (a) Upon the occurrence of any Event of Default under the Credit Agreement, which has not been remedied by the Company, the Borrower, or the Borrowing Subsidiary within fifteen (15) days after the Borrower or the Borrowing Subsidiary receives written notice of such occurrence from the Agent (the "Cure Period"), an Event of Default shall be deemed to have occurred hereunder and the Agent shall have an Event of Default shall be deemed to have occurred hereunder and the Agent shall have all of the following events or conditions shall constitute rights, remedies and is hereby defined responsibilities provided by law and/or by this Pledge Agreement, including but not limited to be an "Event of Default": (a) Any failure or neglect to perform or observe any all of the termsrights, provisionsremedies and responsibilities of a secured party under the Michigan Uniform Commercial Code, and the Company hereby authorizes the Agent, accordance with the Michigan Uniform Commercial Code, to sell all or covenants any part of this Agreementthe Pledged Stock at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including the reasonable attorneys' fees and disbursements incurred by the Agent) and then to the payment of the other Secured Obligations. Any requirement of reasonable notice in connection with such sale shall be met if the Agent sends such notice to the Company, by registered or certified mail, at least 5 days prior to the date of sale, disposition or other event giving rise to the required notice. The Agent or any Bank may be the purchaser at any such sale. The Agent shall be under no obligation to preserve rights against prior parties. (b) The occurrence Company hereby waives as to the Agent and the Lenders any right of subrogation or marshaling of such stock and other collateral for indebtedness or other obligations owed to the Agent and the Lenders. To this end, the Company hereby expressly agrees that any event such collateral or other security of default the Company or any other party which the Agent or any Bank may hold, or which may come to any of their possession, may be dealt with in all respects and particulars as though this Pledge Agreement were not in existence. The Company agrees and acknowledges that because of applicable securities laws, the Agent may not be able to effect a public sale of the Pledged Stock and sales at a private sale may be on terms less favorable than if such securities were sold at a public sale and may be at a price less favorable than a public sale. (c) The Company irrevocably designates, makes, constitutes and appoints the Agent (and all persons designated by the Agent) as its true and lawful attorney (and agent-in-fact) and the Agent, or the Agent's agent, may, upon and after an Event of Default hereunder which has not been waived, with notice to the Company if the Secured Obligations have not been accelerated and without notice if the Secured Obligations have been accelerated, take any action as the Agent reasonably deems necessary under the Credit circumstances to enforce or otherwise take action in respect to the Pledged Stock as required hereby, or to carry out any other obligation or duty of the Company under this Agreement. 8.2 Secured Party(d) Notwithstanding the foregoing, so far as may be lawfulthe Agent, may purchase all or any part on behalf of the Collateral offered at Lenders, agrees that it shall not exercise any public or private sale made remedy hereunder, including the remedies set forth in Section 5, until such time as Agent has exercised its remedies under the enforcement Company Security Agreement and Guarantor Security Agreement and has realized upon substantially all of Secured Party's the assets subject thereto to the extent permitted by law; provided that the Agent and the Lenders may exercise all rights and remedies hereunder consistent with immediately upon the Uniform Commercial Code. 8.3 Any demand occurrence of, and nothing in this Section 4(d) shall limit or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance otherwise impair any of the Obligation or in exercising Agent's and the Lenders' interests, rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of in, any court proceedingsbankruptcy, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Partyinsolvency or similar proceeding. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence This conveyance, however, is in trust to secure the payment and performance of the obligations. But if Grantor fails to pay when due any sums secured hereby or if default is made by Grantor (or any one of them) in the payment or performance of any of the following events obligations under the Note, Promissory Note to the United States, Deed of Trust and Security Agreement, Title XI Agreement, or conditions shall constitute and is hereby defined any other document or agreement associated with this transaction, or in case Grantor should become insolvent, commit an Act of Bankruptcy, or apply to a bankruptcy court to be adjudicated a voluntary bankrupt, or proceedings be instituted to put Grantor in involuntary bankruptcy, or should any proceedings be taken against Grantor for the appointment of a receiver, assignee or trustee, or should Grantor make an "Event assignment for benefit of Default": one or more creditors, or should Beneficiary in good xxxxx xxxx itself insecure and its prospect of payment impaired, or if any loan proceeds are used for a purpose that will: (a1) Any failure contribute to excessive erosion of highly erodible land or neglect to perform the conversion of wetlands to produce an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M, or observe any (2) result in poor aquaculture practices, then in that event all of the termsobligations shall, provisionsat the option of Beneficiary, be and become at once due and payable without notice to Grantor, and Trustee herein named or covenants his successor or successors shall, at the request of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured PartyBeneficiary, so far as may be lawful, may purchase sell all or any part of the Collateral offered at any public or private sale made Property as set out in the enforcement ¶ 30 of Secured Party's rights this Deed of Trust and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the ObligationSecurity Agreement. In the event of any court proceedingssuch default, reasonable court costs and reasonable attorneys' fees Beneficiary shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall also have all the rights and remedies afforded of a secured party under the Uniform Commercial Code of Virginia and all any other legal and equitable remedies allowed under applicable law, including, but not limited to the right to seek a judgment for any deficiency in the amount owed, following liquidation of collateral. No All remedies of Beneficiary shall be cumulative. A failure on the part of Secured Party Beneficiary to exercise any remedy or option contained in this Deed of its rights hereunder arising upon any Event Trust and Security Agreement in the event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party default shall not thereby waive the agreement contained herein that time is constitute a waiver of the essence, nor shall Secured Party waive either its Beneficiary’s right to require prompt payment exercise said remedy or performance when due option in the event of the remainder of the Obligation that or its right to consider the failure to so pay or perform an Event of Defaultany subsequent default.

Events of Default Remedies. 8.1 The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any If an Event of Default shall occur and be continuing, then the Secured Party may exercise in respect of the termsPledged Collateral, provisionsin addition to other rights and remedies provided for herein or otherwise available to the Secured Party, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in the Commonwealth of Pennsylvania (the "Code"), including, without limitation, retaining ownership of the Pledged Collateral or covenants of this Agreementtransferring the Pledged Collateral in accordance with the Code and other applicable laws and agreements. (b) The occurrence Pledgor agrees that at least fifteen days' notice to the Pledgor of the time and place of any event public sale or the time after which any private sale is to be made shall be given and shall constitute reasonable notification. The Secured Party shall not be obligated to make any sale of default Pledged Collateral regardless of notice of sale having been given. The Secured Party 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. (c) The Secured Party shall be authorized at any sale (if Secured Party deems it advisable to do so) which is subject to the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act"), or any state "Blue Sky" laws, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account in compliance with the 1933 Act, and to otherwise conduct such sale such that the registration of the offer and sale of the Pledged Collateral will not be required under the Credit Agreement1933 Act or any state "Blue Sky" laws. The Secured Party may take all such further acts as the Secured Party may reasonably deem necessary for compliance with any provision of law, even if such act might, whether by limiting the market or by adding to the costs of sale or otherwise, depreciate prices that might otherwise be obtained for the Pledged Collateral being sold or otherwise restrict the net proceeds available from the sale thereof. Upon consummation of any such sale, the Secured Party shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged 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 the Pledgor, and the Pledgor hereby waives, to the extent permitted by law, all rights of stay or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 8.2 (d) Any cash held by the Secured PartyParty as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any collection from, so far as may be lawful, may purchase or other realization upon all or any part of the Pledged Collateral offered in the discretion of the Secured Party, may be held by the Secured Party as collateral for, and/or then or at any public or private sale made time thereafter applied (after payment of any amounts payable to the Secured Party pursuant to Section 13 hereof) in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder whole or in connection herewith, whether required part by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance against, all or any part of the Obligation or in exercising such order as the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all elect. Any surplus of such cash or cash proceeds held by the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party and remaining after payment in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any full of the Obligation after shall be paid over to the Pledgor as its due date, Secured Party shall not thereby waive the agreement contained herein that time is interest may appear or as a court of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Defaultcompetent jurisdiction may direct.

Events of Default Remedies. 8.1 The occurrence This conveyance, however, is in trust to secure the payment and performance of the obligations. But if Grantor fails to pay when due any sums secured hereby or if default is made by Grantor (or any one of them) in the payment or performance of any of the following events obligations under the Note, Promissory Note to the United States, Deed of Trust and Security Agreement, Title XI Agreement, or conditions shall constitute and is hereby defined any other document or agreement associated with this transaction, or in case Grantor should become insolvent, commit an Act of Bankruptcy, or apply to a bankruptcy court to be adjudicated a voluntary bankrupt, or proceedings be instituted to put Grantor in involuntary bankruptcy, or should any proceedings be taken against Grantor for the appointment of a receiver, assignee or trustee, or should Grantor make an "Event assignment for benefit of Default": one or more creditors, or should Beneficiary in good xxxxx xxxx itself insecure and its prospect of payment impaired, or if any loan proceeds are used for a purpose that will: (a1) Any failure contribute to excessive erosion of highly erodible land or neglect to perform the conversion of wetlands to produce an agricultural commodity, as further explained in 7 CFR Part 1940, Subpart G, Exhibit M, or observe any (2) result in poor aquaculture practices, then in that event all of the termsobligations shall, provisionsat the option of Beneficiary, be and become at once due and payable without notice to Grantor, and Trustee herein named or covenants his successor or successors shall, at the request of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured PartyBeneficiary, so far as may be lawful, may purchase sell all or any part of the Collateral offered at any public or private sale made Property as set out in the enforcement (S) 30 of Secured Party's rights this Deed of Trust and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the ObligationSecurity Agreement. In the event of any court proceedingssuch default, reasonable court costs and reasonable attorneys' fees Beneficiary shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall also have all the rights and remedies afforded of a secured party under the Uniform Commercial Code of Virginia and all any other legal and equitable remedies allowed under applicable law. No All remedies of Beneficiary shall be cumulative. A failure on the part of Secured Party Beneficiary to exercise any remedy or option contained in this Deed of its rights hereunder arising upon any Event Trust and Security Agreement in the event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party default shall not thereby waive the agreement contained herein that time is constitute a waiver of the essence, nor shall Secured Party waive either its Beneficiary's right to require prompt payment exercise said remedy or performance when due option in the event of the remainder of the Obligation that or its right to consider the failure to so pay or perform an Event of Defaultany subsequent default.

Events of Default Remedies. 8.1 The occurrence of any (a) Any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": " hereunder: (ai) Any failure or neglect of Assignor to pay, perform or observe any of the termsAssignor’s obligations set forth herein, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least failure shall continue for ten (10) days prior after written notice thereof is sent to such saleAssignor, disposition or other intended action, in (ii) the manner provided herein for the giving occurrence of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs an Event of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance Default under any of the Obligation or in exercising the Loan Documents. Execution Form 3 Assignment of Member Interests / Coronus Energy Corp. (b) Lender shall have all rights and remedies with respect to the Collateral of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under any applicable law. No failure , as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Assignor and Lender. (c) Assignor agrees to pay on demand all costs and expenses incurred by Lender enforcing this Assignment, in realizing upon or protecting any Collateral and in enforcing and collecting any Indebtedness or any guaranty thereof, including, without limitation, if Lender retains counsel for advice, suit, appeal, insolvency or other proceedings under the part of Secured Party to exercise federal Bankruptcy Code (11 U.S.C. §101, et seq.) or otherwise, or for any of its rights the above purposes, the reasonable attorneys' fees and expenses incurred by Lender. Payment of all moneys hereunder arising upon any Event of Default shall be construed to prejudice its rights upon is secured by the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof Collateral. (d) If, at any time while when Lender shall determine to exercise its right to sell the whole or any part of the Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “Act”), then Lender may (subject only to requirements of applicable law), sell such Collateral or part thereof by private sale in such commercially reasonable manner as Lender may deem necessary or advisable, but subject to the other requirements of this Section 5(d), and shall not be required to effect such registration or to cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender may (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that Event a registration statement for the purpose of Default registering such Collateral or part thereof could be or shall have been filed under said Act, (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is continuingan accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Collateral or any part thereof. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of In addition to a private sale as provided above in this Section 5(d), if any of the Obligation after its due date, Secured Party Collateral shall not thereby waive be freely distributable to the agreement contained herein public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 5(d) then Lender shall not be required to effect such registration or cause the same to be effected but (subject only to requirements of applicable law) may require that time is any sale hereunder (including a sale at auction) be conducted subject to restrictions: (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale; (ii) as to the content of legends to be placed upon any certificates representing the Collateral sold in such sale, including restrictions on future transfer thereof; (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about the Assignor and such Person’s intentions as to the holding of the essenceCollateral so sold for investment for its own account and not with a view to the distribution thereof; and Execution Form 4 Assignment of Member Interests / Coronus Energy Corp. (iv) as to such other matters as Lender may deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ right and the Act and all applicable state securities laws. The proceeds of, nor shall Secured Party waive either its right to require prompt payment or performance when due and other realization upon, the Collateral by virtue of the remainder exercise of remedies under this Section 5(d) shall be deposited into an account designated by Lender and applied in accordance with the provisions of the Obligation Note. (e) If the proceeds of, or its right other realization upon, the Collateral by virtue of the exercise of remedies under Section 5(d) are insufficient to consider cover the failure costs and expenses of such exercise and the payment in full of the Obligations, Assignor shall remain liable for any deficiency to so pay or perform an Event of Defaultthe extent provided under applicable Legal Requirements.

Events of Default Remedies. 8.1 9.1 The occurrence of any event or condition defined in the Note as an Event of the following events or conditions Default shall constitute and is hereby defined to be an "Event of Default"" under this Security Agreement. 9.2 Upon the occurrence of any Event of Default and at any time while such Event of Default is continuing, Secured Party shall have the following rights and remedies and may do one or more of the following: (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase Declare all or any part of the Obligation to be immediately due and payable, and the same, with all costs and charges, shall be collectible thereupon by action at law. (b) Without further notice or demand and without legal process, take possession of the Collateral offered wherever found and, for this purpose, enter upon any property occupied by or in the control of Debtor. Debtor, upon demand by Secured Party, shall assemble the Collateral and deliver it to Secured Party or to a place designated by Secured Party that is reasonably convenient to both parties. (c) Operate the business of Debtor as a going concern, including, without limitation, extend sales or services to new customers and advance funds for such operation. Secured Party shall not be liable for any depreciation, loss, damage or injury to the Collateral or other property of Debtor as a result of such action. Debtor hereby waives any claim of trespass or replevin arising as a result of such action. (e) Upon obtaining possession of the Collateral or any part thereof, after notice to Debtor as provided in Paragraph 8.4 herein, sell such Collateral at any public or private sale made in either with or without having such Collateral at the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice place of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to . The proceeds of such sale, disposition or other intended actionafter deducting therefrom all expenses of Secured Party in taking, in storing, repairing and selling the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, Collateral (including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing ) shall be applied to the payment and performance of the Obligation or in exercising the rights Obligation, and remedies of Secured Party hereunder. All such costs and expenses any surplus thereafter remaining shall be secured by this Agreement and by all deeds of trust and paid to Debtor or any other lien and security documents securing the Obligationperson that may be legally entitled thereto. In the event of any court proceedingsa deficiency between such net proceeds from the sale of the Collateral and the total amount of the Obligation, reasonable court costs and reasonable attorneys' fees Debtor, upon demand, shall be set by promptly pay the court and not by jury and shall be included in any judgment obtained by amount of such deficiency to Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The (a) To the extent that it is continuing, the occurrence or existence of any of the following events or conditions defined as Defaults in the Notes, or any document or instrument evidencing or securing the Indebtedness (continuing beyond any applicable cure period therein, if any) including, without limitation, the failure of Parent to repay the Indebtedness shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement" hereunder. (b) The occurrence Subject to the provisions of any event of default under the Credit Agreement. 8.2 Sections 12 and 13 hereof, Secured Party, so far as may be lawfulat its sole election, may purchase declare all or any part of any Indebtedness not payable on demand to be immediately due and payable without demand or notice of any kind upon the Collateral offered at happening of any public or private sale made in Event of Default hereunder. (c) Upon the enforcement happening and during the continuance of any Event of Default and subject to the provisions of Sections 12 and 13 hereof, Secured Party's rights and remedies hereunder consistent with respect to the Collateral shall be those of a Secured Party under the New York Uniform Commercial Code, as amended, and under any other applicable law, as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Debtors and Secured Party including, without limitation, those granted in the Notes Secured Party's rights and remedies under this Security Agreement, the Notes, and all other agreements shall be cumulative. No exercise by Secured Party of one right or remedy shall be deemed an election, and no waiver by Secured Party of any Event of Default shall be deemed a continuing waiver. No delay by Secured Party shall constitute a waiver, election, or acquiescence by it. 8.3 Any demand or (d) Subject to the provisions of Sections 12 and 13 hereof, without in any way requiring notice to be given in the following manner; Debtors agree that any notice by Secured Party of sale, disposition or other intended action hereunder or in connection herewiththerewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed constitute reasonable notice to be commercially reasonable and effective Debtors if such demand or notice is given to Debtor mailed by regular or certified mail, postage prepaid, at least ten five (105) days prior to such sale, disposition or other intended action, to Debtors' address specified below or to any other address that Debtors have specified in writing to Secured Party as the manner provided herein for the giving of noticesaddress to which notices hereunder shall be given to Debtors. 8.4 Debtor shall (e) Debtors agrees to pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, expenses incurred by Secured Party in enforcing payment this Security Agreement, in realizing upon any Collateral and performance in enforcing and collecting any Indebtedness, including, without limitation, if Secured Party retains counsel for any such purpose, reasonable attorneys' fees. (f) Subject to the provisions of Sections 12 and 13 hereof, upon the happening and during the continuance of any Event of Default, at the request of Secured Party, Debtors shall assemble the Collateral and make it available to Secured Party at the Debtors' real property described in Exhibit "A" attached hereto or at such Debtor's principal place of business if such principal place of business is not located at the property described in Exhibit "A". Secured Party has no obligation to clean-up or otherwise prepare the Collateral for sale. (g) Subject to the provisions of Sections 12 and 13 hereof and except as otherwise expressly provided in this Security Agreement, each Debtor hereby waives notice of acceptance of its joint and several liability, notice of the Obligation occurrence of any Event of Default, or of any demand for any payment under this Security Agreement, notice of any action at any time taken or omitted by Secured Party under or in exercising respect of any of the rights Indebtedness, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and remedies other formalities of every kind in connection with this Security Agreement (except as otherwise provided in this Security Agreement). Each Debtor hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Indebtedness, the acceptance of any payment of any of the Indebtedness, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Secured Party at any time or times in respect of any default by any Debtor in the performance or satisfaction of any term, covenant, condition or provision of this Security Agreement, any and all other indulgences whatsoever by Secured Party in respect of any of the Indebtedness, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Indebtedness or the addition, substitution or release, in whole or in part, of any Debtor. Without limiting the generality of the foregoing, each Debtor assents to any other action or delay in acting or failure to act on the part of Secured Party with respect to the failure by any Debtor to comply with any of its respective obligations hereunder, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, that might, but for the provisions of this Section 11(g) afford grounds for terminating, discharging or relieving any Debtor, in whole or in part, from any of its obligations under this Section 11, it being the intention of each Debtor that, so long as any of the Indebtedness remains unsatisfied, the obligations of such Debtors under this Section 11 shall not be discharged except by performance and then only to the extent of such performance. All such costs The obligations of each Debtor under this Section 11 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Debtor, Secured Party or any Debenture holder. The joint and expenses several liability of the Debtors hereunder shall be secured continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any Debtor, Secured Party or any Note holder. (h) Each Debtor hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Debtors with respect to any liability incurred by this Agreement it hereunder, any payments made by it to Secured Party or any Noteholder with respect to any of the Indebtedness or any Collateral security therefor. Any claim that any Debtor may have against any other Debtor with respect to any payments to Secured Party hereunder or under any of the Notes are hereby expressly made subordinate and by all deeds junior in right of trust and other lien and security documents securing payment, without limitation as to any increases in the Obligation. In Indebtedness arising thereunder, to the prior indefeasible payment in full in cash of the Indebtedness and, in the event of any court proceedingsinsolvency, reasonable court costs and reasonable attorneys' fees bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Debtor, its debts or its assets, whether voluntary or involuntary, all such Indebtedness shall be set by the court and not by jury and paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be included in made to any judgment obtained by Secured Partyother Debtor therefor. 8.5 In addition (i) Subject to any remedies provided herein for the provisions of Sections 12 and 13 hereof, upon the occurrence, and during the continuation, of an Event of Default, Secured Party shall have may do any one or more of the following , all of which are authorized by each Debtor: (i) Settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms that Secured Party considers reasonable, and in such cases, Secured Party will credit the rights and remedies afforded a secured party under Indebtedness with only the Uniform Commercial Code and net amounts received by Secured Party in payment of such disputed Accounts after deducting all expenses incurred or expended in connection therewith; (ii) Cause each Debtor to hold all returned Inventory in trust for Secured Party, segregate all returned Inventory from all other legal property of such Debtor or in such Debtor's possession and equitable remedies allowed under applicable lawconspicuously label said returned Inventory as the property of Secured Party; (iii) Without notice to or demand upon any Debtor, make such payments and do such acts as Secured Party considers necessary or reasonable to protect its security interests in the Collateral (for the benefit of the Debenture holders). No failure on Each Debtor agrees to assemble the Collateral if Secured Party so requires, and to make the Collateral available to Secured Party as Secured Party may designate. Each Debtor authorizes Secured Party to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien that in Secured Party's determination appears to conflict with the security interests of Secured Party and to pay all expenses incurred in connection therewith. With respect to a Debtors' owned or leased premises, such Debtor hereby grants Secured Party a license to enter into possession of such premises and to occupy the same, without charge, for up to 120 days in order to exercise any of its Secured Party's rights hereunder arising upon or remedies provided herein, at law, in equity, or otherwise; (iv) Without notice to any Event of Default shall be construed to prejudice its rights upon the occurrence Debtor (such notice being expressly waived), and without constituting a retention of any other Collateral in satisfaction of an obligation, set off and apply to the Indebtedness any and all (i) balances and deposits of each Debtor held by Secured Party, or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof (ii) indebtedness at any time while that Event owing to or for the credit or the account of Default is continuingDebtors held by Secured Party; (v) Hold, as cash collateral, any and all balances and deposits of each Debtor held by Secured Party to secure the full and final repayment of all of the Indebtedness; (vi) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Secured Party may enforce is hereby granted a license or other right to use, without charge for the benefit of Debenture holders, each Debtor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and each Debtor's rights under all licenses and all franchise agreements shall inure to Secured Party's benefit; (vii) Sell the Collateral at either a public or private sale, or both, by way of one or more rights contracts or remedies hereunder successively transactions, for cash or concurrentlyon terms, in such manner and at such places (including any Debtor's premises) as Secured Party determines is commercially reasonable. By accepting payment or performance of It is not necessary that the Collateral be present at any of the Obligation after its due date, such sale; (viii) Secured Party shall not thereby waive give notice of the agreement contained herein disposition of the Collateral as follows: (A) Secured Party shall give the Debtors with rights in the applicable Collateral and each holder of a security interest in the Collateral who has filed with Secured Party a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, then the time on or after which the private sale or other disposition is to be made; (B) The notice shall be personally delivered or mailed, postage prepaid, to the Debtor with rights in the applicable Collateral at the address in the Notes at least 5 days before the date fixed for the sale, or at least 5 days before the date on or after which the private sale or other disposition is to be made; no notice needs to be given prior to the disposition of any portion of the Collateral that time is perishable or threatens to decline speedily in value or that is of a type customarily sold on a recognized market. Notice to Persons other than the essence, nor Debtor with rights in the applicable Collateral shall be sent to such addresses as they have furnished to Agent; (ix) Secured Partymay credit bid and purchase at any public sale; and (x) Secured Party waive either its right may seek the appointment of a receiver or keeper to require prompt payment take possession of all or performance when due any portion of the remainder Collateral or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the Obligation requirement of prior notice or its right to consider the failure to so pay or perform an Event of Defaulta hearing.

Events of Default Remedies. 8.1 (1) The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "“Event of Default"”: (a) Any A failure or neglect to perform or observe make any royalty payments as part of the termsFinal Payment, provisionswhich payment default continues unremedied for a period of thirty (30) calendar days after notice of such default or violation to Debtor; (b) A material default to comply with Section 5.12 of the Sale Agreement, which default continues unremedied for a period of thirty (30) calendar days after notice of such default or violation to Debtor; and (c) Debtor shall go bankrupt, initiates a voluntary bankruptcy procedure, or covenants in case the bankruptcy procedure against Debtor has been brought. (2) Upon the occurrence of this Agreementany Event of Default, and at any time while such Event of Default is continuing, Secured Party may do one or more of the following: (a) Declare the remaining unpaid portion of the Final Payment immediately due and payable, and the same, with all costs and charges, shall be collectible thereupon by actin at law. (b) The occurrence Without further notice or demand and without legal process, take possession of any event of default under the Credit Agreement. 8.2 Intellectual Property Collateral wherever found. Debtor, upon demand by Secured Party, shall take whatever actions are deemed necessary by the Secured Party to deliver to the Secured Party full possession and control of the Intellectual Property Collateral. (c) Pursue any legal remedy available to collect the Obligations, to enforce its title in and right to possession of the Intellectual Property Collateral, and to enforce any and all other rights or remedies available to it. (d) Upon giving Debtor such notice as is required by law, enforce Intellectual Property Collateral at public sale or by other means permitted by applicable law. (3) The Proceeds of any sale of all or any part of the Intellectual Property Collateral shall be applied as follows: (a) First, to the payment of the reasonable costs and expenses, including reasonable attorney’s fees and legal expenses, incurred by Secured Party in connection with (A) the administration of this Agreement, (B) the custody, preservation, or the sale of, or other realization upon, the Intellectual Property Collateral, or (C) the exercise or enforcement if any of the rights of Secured Party hereunder; (b) Second, to the payment of the remaining undisputable and unpaid portion of the Final Payment; and (c) Third, the surplus proceeds, if any, to Debtor or to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (4) Secured Party so far as may be lawful, may purchase all or any part of the Intellectual Property Collateral offered at any public or private sale made in the enforcement of Secured Party's ’s rights and remedies hereunder consistent with the Uniform Commercial Codehereunder. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (105) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searcheslimitation, court costs and reasonable attorneys' , fees, incurred by Secured Party in enforcing payment and performance of the Obligation Obligations or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 (6) In addition to any the remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is in continuing. Secured Party may enforce any one or more remedies or rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation obligations after its it due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation obligations, or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence (a) Any Event of any of Default (as defined in the following events or conditions Loan Agreement) shall constitute and is hereby defined to be an event of default under this Security Agreement (an "Event of Default": (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement). (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all All or any part of any Obligations not payable on demand shall be immediately due and payable without demand or notice of any kind upon the Collateral offered at happening of one or more Events of Default under Sections 11.1(i), (j) or (k) of the Loan Agreement. The provisions of this paragraph are not intended in any public way to affect any rights of the Secured Party with respect to any Obligations which may now or private sale made in the enforcement of hereafter be payable on demand. (c) The Secured Party's rights and remedies hereunder consistent with respect to the Collateral shall be those of a secured party under the Uniform Commercial CodeCode and under any other applicable law, as each of the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between the Debtor and the Secured Party. Following the occurrence of an Event of Default which has not been waived or cured and is continuing, the Secured Party may require the Debtor to assemble the Collateral and make it available to the Secured Party at a place or places designated by the Secured Party, and the Secured Party may use and operate the Collateral, render the Collateral unusable or dispose of the Collateral in a commercially reasonable manner. 8.3 Any demand or (d) Without in any way requiring notice to be given in the following time and manner, the Debtor agrees that any notice by the Secured Party of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed constitute reasonable notice to be commercially reasonable and effective the Debtor if such demand or notice is given to Debtor mailed by regular or certified mail, postage prepaid, at least ten (10) days prior to such action, to either of the Debtor's address or addresses specified above or to any other address which the Debtor has specified in writing to the Secured Party as the address to which notices hereunder shall be given to the Debtor. (e) The Secured Party shall have no obligation to clean up or otherwise prepare the Collateral for sale, and such inaction will not be considered adversely to affect the commercial reasonableness of any such sale of the Collateral. (f) The Secured Party may comply with any applicable law requirements in connection with a disposition of the Collateral, and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. (g) The Secured Party may sell the Collateral without giving any warranties. The Secured Party may specifically disclaim any warranties of title or other intended actionthe like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. (h) If the Secured Party sells any of the Collateral on credit, in the manner provided herein Debtor will be credited only with payments actually made by the purchaser, received by the Secured Party and applied to the Obligations . If the purchaser fails to pay for the giving Collateral, the Secured Party may resell the Collateral, and the Debtor shall be credited with the proceeds of noticesthe sale. 8.4 (i) The Debtor shall agrees to pay on demand all reasonable costs and expenses, expenses (including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, fees and legal expenses) incurred by the Secured Party in enforcing payment this Security Agreement, in realizing upon or protecting any Collateral and performance in enforcing and collecting any of the Obligation Obligations or in exercising any guaranty thereof, including, without limitation, if the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds retains counsel for advice, suit, appeal, insolvency or other proceedings under the federal Bankruptcy Code or otherwise, or for any of trust and other lien and security documents securing the Obligation. In above purposes, the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set and expenses incurred by the court and not by jury and shall be included in any judgment obtained by Secured Party. Payment of all costs and expenses hereunder is secured by the Collateral. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any default under the Loan Agreement executed between the parties dated of the terms, provisionseven date herewith, or covenants under any other agreement executed between Bank and Pledgor relating to the Indebtedness, shall consititute an Event of this AgreementDefault hereunder. (b) The occurrence If an Event of Default occurs, Bank may do any event one or more of default under the Credit Agreementfollowing, to the extent permitted by law: (i) Declare any Indebtedness immediately due and payable, without notice or demand. 8.2 Secured Party(ii) Exercise as to any or all of the Collateral all the rights, so far as may be lawfulpowers and remedies of an owner, may purchase subject to the Section entitled “VOTING RIGHTS”, including without limitation, the right to close out any options held in any Account. (iii) Enforce the security interest given hereunder pursuant to the UCC and any other applicable law. (iv) Sell all or any part of the Collateral offered at public or private sale in accordance with the UCC, without advertisement, in such manner and order as Bank may elect. Bank may execute any sale of the Collateral through an affiliate of Bank and such affiliate shall be entitled to charge standard fees for such sale. Bank or any affiliate of Bank may purchase the Collateral for its own account at any such sale. Bank shall give Pledgor such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC or other applicable law, Pledgor agrees that at least three (3) days’ notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if Bank fails to comply with this sentence in any respect, its liability for such failure shall be limited to the enforcement liability (if any) imposed on it as a matter of Secured Party's law under the UCC or other applicable law. Pledgor acknowledges that Collateral may be sold at a loss to Pledgor, and that, in such event, Bank shall have no liability or responsibility to Pledgor for such loss. Pledgor further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be "commercially reasonable" solely as a result of such prices and other sale terms. Pledgor acknowledges and agrees that Bank, in conducting a private sale, may impose such conditions as Bank deems appropriate to insure a lawful sale under the securities laws, including, without limitation, the right to approach and negotiate with only a limited number of potential purchasers, and to restrict purchasers to those who can make appropriate representations and warranties. Upon any such sale, Bank shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted. Pledge Agreement Without limiting any other rights and remedies hereunder consistent available to Bank, Pledgor expressly acknowledges and agrees that with respect to Collateral consisting of hedge funds and similar private investment funds, the sale of such Collateral to the issuing fund in accordance with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, issuing fund’s redemption practices shall be deemed to be a commercially reasonable sale of such Collateral. (v) Enforce the security interest of Bank in any deposit account which is part of the Collateral by applying such account to the Indebtedness. (vi) Exercise any other right or remedy provided under this Agreement, any other agreement executed or delivered in connection with this Agreement or the Indebtedness or by any applicable law. (vii) Comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and effective if such demand or notice is given compliance will not be considered to Debtor at least ten (10) days prior to such sale, disposition affect adversely the commercial reasonableness of any sale or other intended action, in disposition of the manner provided herein for the giving of noticesCollateral. 8.4 Debtor shall pay all reasonable costs and expenses, including (viii) Sell the Collateral without limitation costs giving any warranties as to the Collateral. Bank may specifically disclaim any warranties of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance title or the like. This procedure will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured PartyCollateral. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 (A) The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default":: (i) if there occurs a default or violation in the full and timely performance of any Obligation owing to Secured Party hereunder or under the Loan Documents; (ii) if any representation, warranty or certification made to Secured Party in, under or pursuant to this Agreement is false or misleading in any material respect as of the date deemed made; (iii) if there occurs any Event of Default (as defined therein) under any Loan Document, or an event occurs which, whether or not denominated as an Event of Default, expressly entitles Secured Party to accelerate repayment of any note and/or exercise its other remedies under the Loan Documents; or (iv) if the holder of any lien or security interest on any part of the Collateral (without implying Secured Party's consent to the creation or existence of any such lien or security interest) gives notice of public or private sale of any portion of the Collateral or institutes foreclosure or other proceedings for the enforcement of its remedies under any instrument creating such lien or security interest. (aB) Any failure All cash payments and other proceeds received by Secured Party with respect to the Collateral may be applied by Secured Party to payment of the Loans and to payment and performance of the other Obligations in such order and manner as Secured Party, may elect in its sole and absolute discretion or, at the election of Secured Party, may be held as additional security for the Obligations. Upon the occurrence of an Event of Default hereunder or neglect Debtor otherwise fails to perform any of its duties, covenants, undertakings and responsibilities contained herein or observe in any of the termsother Loan Documents, provisionsSecured Party shall provide to Lender a written Notice of Default at the address set forth herein and provide to Debtor a period of seven (7) business days from the date of the Notice of Default in order to cure all defaults under this Agreement and/or any of the other Loan Documents. If any such defaults remain uncured as of the close of business on the seventh business day following the date of the Notice of Default, in addition to its other rights hereunder or any of the other Loan Documents: Secured Party may exercise any and all other rights, remedies and recourses under the Loan Documents or now or hereafter existing at law (including, without limitation, those granted by the applicable Uniform Commercial Code) or in equity. Notwithstanding anything herein to the contrary, if Debtor fails or refuses to pay or perform any obligation hereunder, then at any time thereafter, and without waiving or releasing any other right, remedy or recourse Secured Party may have, Secured Party may (but shall not be obligated to), after having provided the notice to Maker required herein, pay or perform such obligation for the amount of and at the expense of Debtor. Upon demand therefor, Debtor will reimburse Secured Party for all sums paid by Secured Party pursuant to this Paragraph, together will interest thereon at the Default Rate from the date incurred until reimbursed to Secured Party. All such sums shall be deemed to be part of the Obligations and shall be secured by all the security for the payment and performance of the Obligations. Security Agreement dated April 30, 2001 Page 8 of 14 -------------------------------------------------------------------------------- (C) Pursuant to its rights under Paragraph 5(b), and subject to the terms and conditions hereof, Secured Party and any officer or agent of Secured Party is hereby constituted and appointed as true and lawful attorney-in-fact of Debtor with power: (i) to notify or require Debtor to notify any and all account debtors or parties against which Debtor has a claim that the Receivables have been assigned to Secured Party and/or that Secured Party has a security interest therein and that all payments should be made to Secured Party; (ii) to endorse the name of Debtor upon any invoice, freight or express bill, bill of lading, storage or warehouse receipt, drafts against acxxxxt xxxxors or other obligors and if Receivables are a part of Collateral, to sign and endorse the name of Debtor on any assignments, verifications and notices in connection with Receivables, and any instrument or document relating thereto or to rights of Debtor therein; (iv) to notify the post office authorities to change the address for delivery of mail of Debtor to an address designated by Debtor and to receive, open and dispose of all mail addressed to Debtor; (v) and, to send requests for verification to account debtors or other obligors; (vi) to sell, assign, sue for, collect or compromise payment of all or any part of the Collxxxral in the name of Debtor or in its own name, or covenants make any other disposition of this Agreement. (b) The occurrence of Collateral, or any event of default under the Credit Agreement. 8.2 Secured Party, so far as part thereof which disposition may be lawfulfor cash, credit or any combination thereof, and Secured Party may purchase all or any part of the Collateral offered Collateral, at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such price against the Obligations; granting the Secured Party as the attorney-in-fact of Debtor, full power of substitution and full power to do any and all things necessary to be done in and about the premises as fully and effectually as Debtor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Secured Party nor its agents shall be liable for any acts or omissions or for any error judgment of mistake of fact or law in its capacity as such attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable so long as any Obligations shall remain outstanding. Secured Party may, in its discretion, at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of such sale, disposition restrict the prospective bidders or other intended action hereunder purchasers as to their number, nature of business or in connection herewithqualification given the nature of the Collateral and investment intention. Upon any such sale, whether required by Secured Party shall have the Uniform Commercial Code right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or otherwiseright of whatsoever kind, including, without limitation, any equity or right of redemption of Debtor, which Debtor hereby specifically waives to the extent Debtor may lawfully do so. Secured Party shall be deemed to be commercially reasonable and effective if such demand or notice is given to give Debtor at least ten (10) days prior to written notice of any such public or private sale, disposition or other intended action. Such notice, in the manner provided herein case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as Secured Party shall not be obligated to make any sale pursuant to such notice, but if no such sale is made or only a partial sale is made, subsequent sale. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the giving Collateral so sold, and in case of notices. 8.4 any such failure, such Collateral may again be sold under and pursuant to and in compliance with the provisions hereof. Security Agreement dated April 30, 2001 Page 9 of 14 -------------------------------------------------------------------------------- Secured Party as attorney-in-fact for Debtor may, in the name and instead of Debtor, make and execute all conveyances, assignments and transfers of the Collateral sold pursuant to this Agreement. Nevertheless, Debtor shall, if so requested by Secured Party, ratify and confirm any sale or sales by executing and delivering to Secured Party, or to such purchaser or purchasers, all such instruments as may, in the judgment of Secured Party, be advisable for the purpose. The receipt of Secured Party for the purchase money paid at any such sale made by it shall be a sufficient discharge therefor to any purchaser of the Collateral or any portion thereof, and no such purchaser, after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or non-application of any such purchase money, or any part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. Secured Party shall have the right to enter and/or remain upon the premises of Debtor without any obligation to pay rent to Debtor or others, or any other place or places where any of the Collateral is located and kept and: (i) remove Collateral therefrom to the premises of Secured Party or any agent of Secured Party, for such time as Secured Party may desire, in order to maintain, collect, sell and/or liquidate the Collateral, or (ii) use such premises, together with materials, supplies, books and records of Debtor, to maintain possession and/or the condition of the Collateral, and to prepare the Collateral for selling, liquidating or collection. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonable convenient to both parties. Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and be liable for reasonable attorneys' fees, fees and legal expenses incurred by Secured Party in enforcing payment and performance any of its rights or remedies hereunder and, without limiting the rights of Secured Party, the proceeds of disposition of the Obligation or Collateral may be applied, in exercising the rights and remedies Secured Party's discretion, to payment of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees and legal expenses. (D) The proceeds of any sale of all or any part of the Collateral shall be set by applied in the court following order or priorities: FIRST, to the payment of all costs and not by jury expenses of such sale, including, without limitation, reasonable compensation to Secured Party, its agents and shall be included in any judgment obtained attorneys, and all other expenses, liabilities and advances incurred or made by Secured Party. 8.5 In addition , its agents and attorneys, in connection with such sale, and any other unreimbursed expenses for which Secured Party may be reimbursed pursuant hereto; SECOND, to any remedies provided herein for an Event the payment of Default, the Loans in such priority as Secured Party shall have choose with no amounts applied to payment of principal until all interest has been paid; THIRD, to the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence payment or satisfaction of any other Obligations; and Security Agreement dated April 30, 2001 Page 10 of 14 -------------------------------------------------------------------------------- FOURTH, to the payment to Debtor, its successors or subsequent Event assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party competent jurisdiction may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance direct, of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Defaultsurplus then remaining from such proceeds.

Events of Default Remedies. 8.1 The occurrence of a. If any one or more of the following events (herein called "Events of Default") shall occur: i. A Manager Event of Default or conditions Lakes Event of Default shall constitute occur under the Secured Obligations; or ii. Bank terminates the Control Agreement without the appointment of a successor securities intermediary in accordance with Section 10 unless the Band has refused to consent to the successor, in which case all property in the Account shall be deposited with the Clerk of the United States District Court for the Western District of Michigan, Southern Division, subject to the lien and security interest of the Band, and shall be subject to interpleader in that Court. iii. Pledgor violates any provision of the Control Agreement; or iv. The Pledgor shall fail duly to perform, observe or comply with any provision of this Security Agreement which default is hereby defined to be an "not cured within 30 days following written notice of default, or Pledgor breaches any material warranty or representation made hereunder; then, upon the occurrence of any such Event of Default": (a) Any failure or neglect to perform or observe any of , the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase Party shall have all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with of a secured party under the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Minnesota Uniform Commercial Code or otherwiseother applicable law and shall in addition to such rights and remedies, have the right, in its absolute discretion, at any time or times thereafter to direct Bank or any other financial intermediary in accordance with the Control Agreement to sell or transfer any and all Pledged Collateral and deliver the proceeds thereof to Secured Party for application to the Secured Obligations. b. The Secured Party will give Pledgor at least five (5) days prior written notice by registered or certified mail at the address of the Pledgor as set forth above (or at such other address or addresses as the Pledgor shall specify in writing to the Secured Party from time to time) of (i) time and place of any public sale thereof, (ii) the time after which any private sale or any other intended disposition of Pledged Collateral is to be made, or (iii) the time after which Secured Party may. in accordance with the Control Agreement, deliver entitlement orders to Bank or any other Financial intermediary with regard to the Pledged Collateral. Any such notice shall be deemed to meet the requirements hereunder or under any applicable law (including without limitation the Minnesota Uniform Commercial Code) that reasonable notification be given of the time and place of any such sale or disposition. Such notice may be given without any demand of performance or any other demand, all such demands being expressly waived by the Pledgor. All such sales shall be at such commercially reasonable price or prices as Secured Party shall deem fit. and effective if for cash or for credit or for future delivery (without Secured Party assuming any responsibility for any credit or risk). At any such demand sale or notice is given sales the Secured Party may purchase any or all of the Pledged Collateral to Debtor be sold thereat upon such terms as the Secured Party may deem appropriate. Upon any such sale or sales of the Pledged Collateral, said purchase shall be held by the purchaser absolutely free from any equity of redemption or any similar rights, all such equity of redemption or any similar rights being hereby expressly waived and released by the Pledgor. In the event any consent, approval or authorization of any governmental agency will be necessary to effectuate any such sale or sales, the Pledgor shall execute all such applications or other instruments as may be required. c. The proceeds of any such sale or sales, together with any other additional collateral security at least ten (10) days prior the time received and held hereunder, shall be received and applied: first, to the payment of all costs and expenses of such sale, disposition including reasonable attorneys fees; second, to the payment of the Secured Obligations; and any surplus thereafter remaining shall be paid to the Pledgor or other intended actionto whomever may be legally entitled thereto. d. The Secured Party shall be entitled at its option after an Event of Default to exercise the voting power with respect to the Pledged Collateral, in the manner provided herein if applicable; to receive and retain, as collateral security for the giving Secured Obligations, any and all dividends, distributions at any time and from time to time declared or made upon any of notices. 8.4 Debtor shall pay the Pledged Collateral and to exercise any and all reasonable costs and expensesrights of payment, conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, including without limitation costs the right to exchange, at its discretion, any and all Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of Uniform Commercial Code searchesany other issuer or maker of Pledged Collateral, court costs or, upon the exercise of any such right, privilege or option pertaining to the Pledged Collateral, and, in connection therewith, to deposit and reasonable attorneys' feesdeliver any and all of the Pledged Collateral with any committee, incurred by depositary, agent, registrar or other designated agency upon such terms and conditions as the Secured Party in enforcing payment and performance of the Obligation shall determine, or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Partywithout liability except to account for property actually received. 8.5 In addition to any remedies provided herein for e. After an Event of Default, Secured Party shall have all any expenses incurred by the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such of the foregoing rights and remedies or in the enforcement or administration of this Security Agreement, the Control Agreement or the Third Amended and Restated Agreements, or for the protection of the Secured Party's security interest in the Pledged Collateral, or in connection with the priority thereof, including without limitation all taxes, charges, liens and assessments against the Pledged Collateral, and all reasonable attorney's fees, shall be construed payable by Pledgor, shall be deemed advances necessary to preclude it from protect the exercise thereof security, shall be added to the Secured Obligations, and shall bear interest at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of DefaultBand Interest Rate.

Events of Default Remedies. 8.1 (a) The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an event of default ("Event of Default") hereunder: (ai) Any failure or neglect to perform or observe any Event of the terms, provisions, or covenants of this Agreement. Default (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made defined in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10Amended Note) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any occurred, which Event of Default shall not be construed to prejudice its rights upon waived or, if capable of being cured, shall not be cured within the occurrence of any other respective periods provided in such Amended Note; (ii) Pledgor fails, breaches or subsequent Event of Default. No delay on defaults in the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation obligations, covenants or conditions contained in this Agreement; or (iii) Any statement, representation or warranty made or furnished by Pledgor in connection with this Agreement or any other writing delivered to the Secured Party in connection with this Agreement and the transactions contemplated herein is false, misleading or erroneous in any material respect when made. (b) Upon or after its due datethe occurrence of an Event of Default: (i) The Secured Party may exercise (in compliance with all applicable securities laws) in respect of the Pledged Collateral, in addition to other rights, powers and remedies provided for herein or otherwise available to it, all the rights, powers and remedies of a secured party after default under the Uniform Commercial Code in force and effect in each state in which such rights, powers and remedies are asserted, all of which rights, powers and remedies shall be cumulative and not exclusive, to the extent permitted by applicable law. (ii) The Secured Party may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, over the counter or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as may be commercially reasonable or otherwise in such manner as necessary to comply with applicable federal and state securities laws. Pledgor agrees that the Secured Party shall not thereby waive the agreement contained herein that time is be required to register or qualify any of the essence, nor shall Pledged 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. The Secured Party waive either its 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 Pledged Collateral for their own account, for investment and not with a view to the distribution thereof. Upon consummation of any such sale the Secured Party shall have the right to require prompt payment assign, transfer and deliver to the purchaser or performance when due purchasers at any such sale, and such purchasers shall hold, the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which he now has or may have at any time in the future under applicable law now existing or hereafter enacted. (iii) The Secured Party shall give Pledgor at least ten (10) days' (or such longer period as shall be specified by applicable law) notice of the remainder 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 public sale and (to the extent permitted by law) at any such private sale, the Secured Party may bid, in whole or in part, in the form of cancellation of Secured Obligations, and the Secured Party may purchase the whole or any part of the Obligation Pledged Collateral. The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or its right private sale from time to consider time by announcement at the failure 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. (iv) If a sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. Pledgor agrees to the maximum extent permitted by applicable law that any sale of the Pledged Collateral conducted by the Secured Party in accordance with the foregoing provisions of this Section shall be deemed to be a commercially reasonable sale under applicable law. (v) As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or perform an Event suits at law or in equity to foreclose the Security Interest and to sell the Pledged Collateral, or any portion thereof, pursuant to a judgment or decree of Defaulta court or courts of competent jurisdiction. (vi) Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral shall be applied as follows: (a) first, to the payment to the Secured Party of the costs and expenses of retaking, holding and preparing for sale of the Pledged Collateral and any other fees, expenses, claims, demands, losses, judgments, damages and liabilities payable to the Secured Party pursuant to any provision hereof; and (b) second, in accordance with the provisions of the Amended Note. (vii) Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all the Secured Obligations shall be reassigned and redelivered as provided in Section 17 hereof.

Events of Default Remedies. 8.1 The occurrence of any (a) Any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": " hereunder: (ai) Any failure of Assignor to pay or neglect cause Coronus Energy to pay and perform or observe any of the termsAssignor’s obligations set forth herein, provisionsif such failure shall continue for ten (10) days after written notice thereof is sent to Assignor, or covenants (ii) the occurrence of this Agreementan Event of Default under any of the Loan Documents. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase Lender shall have all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with respect to the Uniform Commercial Code. 8.3 Any demand or notice Collateral of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under any applicable law. No failure , as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Assignor and Lender. (c) Assignor agrees to pay on demand all costs and expenses incurred by Lender enforcing this Assignment, in realizing upon or protecting any Collateral and in enforcing and collecting any Indebtedness or any guaranty thereof, including, without limitation, if Lender retains counsel for advice, suit, appeal, insolvency or other proceedings under the part of Secured Party to exercise federal Bankruptcy Code (11 U.S.C. §101, et seq.) or otherwise, or for any of its rights the above purposes, the reasonable attorneys' fees and expenses incurred by Lender. Payment of all moneys hereunder arising upon any Event of Default shall be construed to prejudice its rights upon is secured by the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof Collateral. (d) If, at any time while when Lender shall determine to exercise its right to sell the whole or any part of the Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (or any similar statute then in effect) (the “Act”), then Lender may (subject only to requirements of applicable law), sell such Collateral or part thereof by private sale in such commercially reasonable manner as Lender may deem necessary or advisable, but subject to the other requirements of this Section 5(d), and shall not be required to effect such registration or to Execution Form 3 Assignment of Share and VLPAs /Coronus Solar Inc. cause the same to be effected. Without limiting the generality of the foregoing, in any such event, Lender may (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that Event a registration statement for the purpose of Default registering such Collateral or part thereof could be or shall have been filed under said Act, (ii) approach and negotiate with a single possible purchaser to effect such sale, and (iii) restrict such sale to a purchaser who is continuingan accredited investor under the Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Collateral or any part thereof. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of In addition to a private sale as provided above in this Section 5(d), if any of the Obligation after its due date, Secured Party Collateral shall not thereby waive be freely distributable to the agreement contained herein public without registration under the Act (or similar statute) at the time of any proposed sale pursuant to this Section 5(d) then Lender shall not be required to effect such registration or cause the same to be effected but (subject only to requirements of applicable law) may require that time is any sale hereunder (including a sale at auction) be conducted subject to restrictions: (i) as to the financial sophistication and ability of any Person permitted to bid or purchase at any such sale; (ii) as to the content of legends to be placed upon any certificates representing the Collateral sold in such sale, including restrictions on future transfer thereof; (iii) as to the representations required to be made by each Person bidding or purchasing at such sale relating to that Person’s access to financial information about the Assignor and such Person’s intentions as to the holding of the essenceCollateral so sold for investment for its own account and not with a view to the distribution thereof; and (iv) as to such other matters as Lender may deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ right and the Act and all applicable state securities laws. The proceeds of, nor shall Secured Party waive either its right to require prompt payment or performance when due and other realization upon, the Collateral by virtue of the remainder exercise of remedies under this Section 5(d) shall be deposited into an account designated by Lender and applied in accordance with the provisions of the Obligation Note. (e) If the proceeds of, or its right other realization upon, the Collateral by virtue of the exercise of remedies under Section 5(d) are insufficient to consider cover the failure costs and expenses of such exercise and the payment in full of the Obligations, Assignor shall remain liable for any deficiency to so pay or perform an Event of Defaultthe extent provided under applicable Legal Requirements.

Events of Default Remedies. 8.1 The (a) Upon the occurrence and during the continuance of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure , whether or neglect to perform or observe any of not the termsObligations are due, provisionsthe Secured Party may demand, xxx for, collect, or covenants of this Agreementmake any settlement or compromise it deems desirable with respect to the Collateral. (b) Upon the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by applicable law, in addition to the remedies set forth elsewhere in this Agreement: (i) The occurrence of any event of default under the Credit Agreement. 8.2 Secured PartyParty shall have, so far as may be lawful, may purchase in addition to all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's other rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition given it by any instrument or other intended action hereunder agreement evidencing, or executed and delivered in connection herewithwith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance any of the Obligation or in exercising Obligations and otherwise allowed by law, the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Collateral may be located and without limiting the generality of the foregoing, the Secured Party may immediately, without (to the fullest extent permitted by law) demand of performance or advertisement or notice of intention to sell or of time or place of sale or of redemption or other notice or demand whatsoever, (except that the Secured Party shall give to the Company at least ten days' notice of the time and place of any proposed sale or other disposition), all of which are hereby expressly waived to the fullest extent permitted by law, sell at public or private sale or otherwise realize upon, in the City of Hartford, Connecticut, or elsewhere, the whole or from time to time any part of the Collateral in or upon which the Secured Party shall have a security interest or lien hereunder, or any interest which the Company may have therein, and after deducting from the proceeds of sale or other disposition of the Collateral all expenses (including all reasonable expenses for legal services) as provided in (S)11 hereof, shall apply the residue of such proceeds toward the payment of the Obligations in accordance with (S)3 of this Security Agreement, the Company remaining liable for any deficiency remaining unpaid after such application. If notice of any sale or other disposition is required by law to be given to the Company, the Company and equitable remedies allowed under applicable lawthe Secured Party hereby agree that a notice given as hereinbefore provided shall be reasonable notice of such sale or other disposition. No failure The Company also agrees to assemble the Collateral at such place or places as the Secured Party reasonably designates by written notice. At any such sale or other disposition the Secured Party may itself, and any other person or entity owed any Obligation may itself, purchase the whole or any part of the Collateral sold, free from any right of redemption on the part of Secured Party the Company, which right is hereby waived and released to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on fullest extent permitted by law. (ii) Furthermore, without limiting the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance generality of any of the Obligation after rights and remedies conferred upon the Secured Party under (S)7(b)(i) hereof, the Secured Party to the fullest extent permitted by law, may enter upon the premises of the Company, exclude the Company or any guarantor therefrom and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court therefor, using all necessary force to do so, and may, at its due dateoption, use, operate, manage and control the Collateral in any lawful manner and may collect and receive all rents, income, revenue, earnings, issues and profits therefrom, and may maintain, repair, renovate, alter or remove the Collateral as the Secured Party may determine in its discretion, and any such monies so collected or received by the Secured Party shall be applied to, or may be accumulated for application upon, the Obligations in accordance with (S)3 of this Agreement. (iii) The Secured Party agrees that it will give notice to the Company of any enforcement action taken by it pursuant to this (S)8 promptly after commencing such action. (iv) The Company recognizes that the Secured Party may be unable to effect a public sale of securities constituting Collateral by reason of certain prohibitions contained in the Securities Act and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers consistent with all applicable laws. The Company agrees that any such private sales may be at prices and other terms less favorable to the Company than if sold at public sales and that such private sales shall not thereby waive the agreement contained herein that time is solely by reason thereof be deemed not to have been made in a commercially reasonable manner. The Secured Party shall be under no obligation to delay a sale of any of the essencesecurities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, nor shall Secured Party waive either its right as amended, even if the issuer would agree to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Defaultdo so.

Events of Default Remedies. 8.1 The occurrence of If any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered Liabilities are not paid at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewithmaturity, whether required by the Uniform Commercial Code acceleration or otherwise, shall be deemed or if a default occurs by anyone under the terms of this Mortgage or any Related Document, then the Mortgagee may exercise all of the rights, powers and remedies expressly or impliedly conferred on or reserved to be commercially reasonable and effective if such demand it under this Mortgage or notice is given to Debtor any other Related Document, or now or later existing at least ten (10) days prior to such sale, disposition law or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expensesequity, including without limitation the following: (i) the Mortgagee may declare the Liabilities to be immediately due, (ii) the Mortgagee may proceed at law or in equity to collect the Liabilities, foreclose this Mortgage or otherwise pursue any of its rights or remedies available at law, in equity, pursuant to this Mortgage or pursuant to any of the other Related Documents and (iii) the Mortgagee may exercise any of its rights, powers or remedies pursuant to the UCC. The Mortgagee shall be entitled to the appointment of a receiver for the Premises as a matter of right and without notice (without regard to the value of the Premises) and the Mortgagor specifically consents to that appointment without notice. Without limitation, the receiver shall have the power to protect and preserve the Premises, operate the Premises prior to and during any foreclosure proceedings, to collect the Rents and apply the proceeds, over and above the costs of Uniform Commercial Code searchesthe receivership, court to the Liabilities. The receiver shall serve without bond, if permitted by law. The Premises may be sold in one parcel as an entirety or in such parcels, manner and order as the Mortgagee may elect. The proceeds of any sale of the Premises in foreclosure shall be retained by the Mortgagee, up to the amount due on the Liabilities, including costs of sale and any environmental remediation or other costs and reasonable expenses incurred by the Mortgagee in connection with the Liabilities and/or the Premises, including without limitation, attorneys' feesfees and court costs. By executing this Mortgage, incurred the Mortgagor waives, in the event of a foreclosure of this Mortgage or the enforcement by Secured Party in enforcing payment and performance the Mortgagee of the Obligation or in exercising the any other rights and remedies in this Mortgage, any right otherwise available in respect to marshalling of Secured Party hereunderassets which secure the Liabilities or to require the Mortgagee to pursue its remedies against any other such assets. The Mortgagor waives all errors and imperfections in any proceedings instituted by the Mortgagee to enforce any of its rights and remedies. The exercise of any one right or remedy by the Mortgagee under this Mortgage or any of the other Related Documents shall not impair or waive the Mortgagee's right to exercise any other rights or remedies available to it at law, in equity, under this Mortgage or under any of the other Related Documents, all such rights and remedies being cumulative. All such fees, costs and expenses incurred by the Mortgagee in pursuing or enforcing its rights and remedies at law, in equity, under this Mortgage or under any of the other Related Documents, whether or not a lawsuit or legal action is filed, including attorneys' fees and court costs, shall be payable by the Mortgagor to the Mortgagee on demand and shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured PartyMortgage. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence of any Event of Default under the following events or conditions Loan Agreement shall constitute and is hereby defined to be an "Event of Default". 8.2 Upon the occurrence of any Event of Default and at any time while such Event of Default is continuing, Secured Party shall have the following rights and remedies and may do one or more of the following: (a) Any failure Declare all or neglect to perform or observe any part of the termsObligation to be immediately due and payable, provisionsand the same, or covenants of this Agreementwith all costs and charges, shall be collectible thereupon by action at law. (b) Without further notice or demand and without legal process, take possession of the Collateral wherever found and, for this purpose, enter upon any property occupied by or in the control of Debtor. Debtor, upon demand by Secured Party, shall assemble the Collateral and deliver it to Secured Party or to a place designated by Secured Party that is reasonably convenient to both parties. (c) Operate the business of Debtor as a going concern, including, without limitation, extend sales or services to new customers and advance funds for such operation. Secured Party shall not be liable for any depreciation, loss, damage or injury to the Collateral or other property of Debtor as a result of such action. Debtor hereby waives any claim of trespass or replevin arising as a result of such action. (d) Pursue any legal or equitable remedy available to collect the Obligation, to enforce its title in and right to possession of the Collateral and to enforce any and all other rights or remedies available to it. (e) Upon obtaining possession of the Collateral or any part thereof, after notice to Debtor as provided in Paragraph 8.4 herein, sell such Collateral at public or private sale either with or without having such Collateral at the place of sale. The occurrence proceeds of such sale, after deducting therefrom all expenses of Secured Party in taking, storing, repairing and selling the Collateral (including reasonable attorneys' fees) shall be applied to the payment of the Obligation, and any surplus thereafter remaining shall be paid to Debtor or any other person that may be legally entitled thereto. In the event of default under a deficiency between such net proceeds from the Credit Agreementsale of the Collateral and the total amount of the Obligation, Debtor, upon demand, shall promptly pay the amount of such deficiency to Secured Party. 8.2 8.3 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Codehereunder. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 (A) The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default":: (i) if there occurs a default or violation in the full and timely performance of any Obligation owing to Secured Party hereunder or under the Loan Documents; (ii) if any representation, warranty or certification made to Secured Party in, under or pursuant to this Agreement is false or misleading in any material respect as of the date deemed made; (iii) if there occurs any Event of Default (as defined therein) under any Loan Document, or an event occurs which, whether or not denominated as an Event of Default, expressly entitles Secured Party to accelerate repayment of any note and/or exercise its other remedies under the Loan Documents; or (iv) if the holder of any lien or security interest on any part of the Collateral (without implying Secured Party's consent to the creation or existence of any such lien or security interest) gives notice of public or private sale of any portion of the Collateral or institutes foreclosure or other proceedings for the enforcement of its remedies under any instrument creating such lien or security interest. (aB) Any failure All cash payments and other proceeds received by Secured Party with respect to the Collateral may be applied by Secured Party to payment of the Loans and to payment and performance of the other Obligations in such order and manner as Secured Party, may elect in its sole and absolute discretion or, at the election of Secured Party, may be held as additional security for the Obligations. Upon the occurrence of an Event of Default hereunder or neglect Debtor otherwise fails to perform any of its duties, covenants, undertakings and responsibilities contained herein or observe in any of the termsother Loan Documents, provisionsSecured Party shall provide to Lender a written Notice of Default at the address set forth herein and provide to Debtor a period of seven (7) business days from the date of the Notice of Default in order to cure all defaults under this Agreement and/or any of the other Loan Documents. If any such defaults remain uncured as of the close of business on the seventh business day following the date of the Notice of Default, in addition to its other rights hereunder or covenants any of the other Loan Documents: Secured Party may exercise any and all other rights, remedies and recourses under the Loan Documents or now or hereafter existing at law (including, without limitation, those granted by the applicable Uniform Commercial Code) or in equity. Notwithstanding anything herein to the contrary, if Debtor fails or refuses to pay or perform any obligation hereunder, then at any time thereafter, and without waiving or releasing any other right, remedy or recourse Secured Party may have, Secured Party may (but shall not be obligated to), after having provided the notice to Maker required herein, pay or perform such obligation for the amount of and at the expense of Debtor. Upon demand therefor, Debtor will reimburse Secured Party for all sums paid by Secured Party pursuant to this AgreementParagraph, together will interest thereon at the Default Rate from the date incurred until reimbursed to Secured Party. All such sums shall be deemed to be part of the Obligations and shall be secured by all the security for the payment and performance of the Obligations. (bC) The occurrence Pursuant to its rights under Paragraph 5(b), and subject to the terms and conditions hereof, Secured Party and any officer or agent of Secured Party is hereby constituted and appointed as true and lawful attorney-in-fact of Debtor with power: (i) to notify or require Debtor to notify any event of default under and all account debtors or parties against which Debtor has a claim that the Credit Agreement. 8.2 Receivables have been assigned to Secured Party and/or that Secured Party has a security interest therein and that all payments should be made to Secured Party; (ii) to endorse the name of Debtor upon any invoice, so far as freight or express bill, bill of lading, storage ox xxrexxxxe receipt, drafts against account debtors or other obligors and if Receivables are a part of Collateral, to sign and endorse the name of Debtor on any assignments, verifications and notices in connection with Receivables, and any instrument or document relating thereto or to rights of Debtor therein; (iv) to notify the post office authorities to change the address for delivery of mail of Debtor to an address designated by Debtor and to receive, open and dispose of all mail addressed to Debtor; (v) and, to send requests for verification to account debtors or other obligors; (vi) to sell, assign, sue for, collect or compromise xxxment of all or any part of the Collateral in the name of Debtor or in its own name, or make any other disposition of Collateral, or any part thereof which disposition may be lawfulfor cash, credit or any combination thereof, and Secured Party may purchase all or any part of the Collateral offered Collateral, at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such price against the Obligations; granting the Secured Party as the attorney-in-fact of Debtor, full power of substitution and full power to do any and all things necessary to be done in and about the premises as fully and effectually as Debtor might or could do but for this appointment, and hereby ratifying all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Neither Secured Party nor its agents shall be liable for any acts or omissions or for any error judgment of mistake of fact or law in its capacity as such attorney-in-fact. This power of attorney is coupled with an interest and shall be irrevocable so long as any Obligations shall remain outstanding. Secured Party may, in its discretion, at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of such sale, disposition restrict the prospective bidders or other intended action hereunder purchasers as to their number, nature of business or in connection herewithqualification given the nature of the Collateral and investment intention. Upon any such sale, whether required by Secured Party shall have the Uniform Commercial Code right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or otherwiseright of whatsoever kind, including, without limitation, any equity or right of redemption of Debtor, which Debtor hereby specifically waives to the extent Debtor may lawfully do so. Secured Party shall be deemed to be commercially reasonable and effective if such demand or notice is given to give Debtor at least ten (10) days prior to written notice of any such public or private sale, disposition or other intended action. Such notice, in the manner provided herein case of a public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours as Secured Party shall not be obligated to make any sale pursuant to such notice, but if no such sale is made or only a partial sale is made, subsequent sale. In the case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the giving Collateral so sold, and in case of notices. 8.4 any such failure, such Collateral may again be sold under and pursuant to and in compliance with the provisions hereof. Secured Party as attorney-in-fact for Debtor may, in the name and instead of Debtor, make and execute all conveyances, assignments and transfers of the Collateral sold pursuant to this Agreement. Nevertheless, Debtor shall, if so requested by Secured Party, ratify and confirm any sale or sales by executing and delivering to Secured Party, or to such purchaser or purchasers, all such instruments as may, in the judgment of Secured Party, be advisable for the purpose. The receipt of Secured Party for the purchase money paid at any such sale made by it shall be a sufficient discharge therefor to any purchaser of the Collateral or any portion thereof, and no such purchaser, after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or non-application of any such purchase money, or any part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. Secured Party shall have the right to enter and/or remain upon the premises of Debtor without any obligation to pay rent to Debtor or others, or any other place or places where any of the Collateral is located and kept and: (i) remove Collateral therefrom to the premises of Secured Party or any agent of Secured Party, for such time as Secured Party may desire, in order to maintain, collect, sell and/or liquidate the Collateral, or (ii) use such premises, together with materials, supplies, books and records of Debtor, to maintain possession and/or the condition of the Collateral, and to prepare the Collateral for selling, liquidating or collection. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at a place to be designated by Secured Party that is reasonably convenient to both parties. Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and be liable for reasonable attorneys' fees, fees and legal expenses incurred by Secured Party in enforcing payment and performance any of its rights or remedies hereunder and, without limiting the rights of Secured Party; the proceeds of disposition of the Obligation or Collateral may be applied, in exercising the rights and remedies Secured Party's discretion, to payment of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees and legal expenses. (D) The proceeds of any sale of all or any part of the Collateral shall be set by applied in the court following order or priorities: FIRST, to the payment of all costs and not by jury expenses of such sale, including, without limitation, reasonable compensation to Secured Party, its agents and shall be included in any judgment obtained attorneys, and all other expenses, liabilities and advances incurred or made by Secured Party. 8.5 In addition , its agents and attorneys, in connection with such sale, and any other unreimbursed expenses for which Secured Party may be reimbursed pursuant hereto; SECOND, to any remedies provided herein for an Event the payment of Default, the Loans in such priority as Secured Party shall have choose with no amounts applied to payment of principal until all interest has been paid; THIRD, to the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence payment or satisfaction of any other Obligations; and FOURTH, to the payment to Debtor, its successors or subsequent Event assigns, or to whomsoever may be lawfully entitled to receive the same, or as a court of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party competent jurisdiction may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance direct, of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Defaultsurplus then remaining from such proceeds.

Events of Default Remedies. 8.1 The occurrence of any event or condition defined in the Note as an "Event of the following events or conditions Default" shall constitute and is hereby defined to be an "Event of Default":Default under this Security Agreement. (a) Any failure 8.2 Upon the occurrence of any Event of Default and at any time while such Event of Default is continuing, Secured Party shall have the following rights and remedies and may do one or neglect to perform or observe any more of the terms, provisions, or covenants of this Agreement.following: (b) Without further notice or demand and without legal process, take possession of the Collateral wherever found and, for this purpose, enter upon any property occupied by or in the control of Debtor. Debtor, upon demand by Secured Party, shall assemble the Collateral and deliver it to Secured Party or to a place designated by Secured Party that is reasonably convenient to both parties. (c) Operate the business of Debtor as a going concern, including, without limitation, extend sales or services to new customers and advance funds for such operation. Secured Party shall not be liable for any depreciation, loss, damage or injury to the Collateral or other property of Debtor as a result of such action. Debtor hereby waives any claim of trespass or replevin arising as a result of such action. (d) Pursue any legal or equitable remedy available to collect the Obligation, to enforce its title in and right to possession of the Collateral and to enforce any and all other rights or remedies available to it. (e) Upon obtaining possession of the Collateral or any part thereof, after notice to Debtor as provided in Paragraph 8.4 herein, sell such Collateral at public or private sale either with or without having such Collateral at the place of sale. The occurrence proceeds of such sale, after deducting therefrom all expenses of Secured Party in taking, storing, repairing and selling the Collateral (including reasonable attorneys' fees) shall be applied to the payment of the Obligation, and any surplus thereafter remaining shall be paid to Debtor or any other person that may be legally entitled thereto. In the event of default under a deficiency between such net proceeds from the Credit Agreementsale of the Collateral and the total amount of the Obligation, Debtor, upon demand, shall promptly pay the amount of such deficiency to Secured Party. 8.2 8.3 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Codehereunder. 8.3 8.4 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 8.5 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 8.6 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of -8- Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence (a) During the continuance of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect , Pledgee shall be entitled to perform or observe any exercise all of the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default rights and remedies available to a secured party under the Credit Agreement. 8.2 Secured Party, so far UCC as may be lawfulamended from time to time and other applicable law and all rights and remedies available to it under this Agreement. In any event, may purchase all such rights and remedies shall include, without limitation: (i) the right to exercise and enforce its rights under Sections 6 and 7 hereof with respect to the Pledged Securities; and (ii) the right to sell, assign, transfer, endorse and deliver the whole or any part of the Collateral offered Pledged Securities or any interest therein at public or private sale for cash, upon credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as Pledgee in its sole discretion shall deem appropriate. Pledgee shall conduct any such sale of the Pledged Securities effected by it in compliance with (or under an exemption from) applicable Securities Laws. Upon consummation of any such sale, Pledgee shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Securities or any portion thereof 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 Pledgor and Pledgor does hereby waive all rights of redemption, stay and appraisal which Pledgor now has or may at any time in the future have under any rule of law or statute now exiting or hereafter enacted. Pledgee 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 in at the enforcement of Secured Party's rights time and remedies hereunder consistent with the Uniform Commercial Codeplace to which it was so adjourned. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure one or neglect to perform or observe any more of the termsEvents of Default under the Note shall be a default hereunder (each an, provisions, or covenants “Event of this AgreementDefault”). (b) The occurrence If an Event of Default occurs, Lender may do any event one or more of default under the Credit Agreementfollowing, to the extent permitted by law: (i) Declare any Indebtedness immediately due and payable, without notice. 8.2 Secured Party(ii) Exercise as to any or all of the Collateral all the rights, so far as may be lawfulpowers and remedies of an owner, may purchase subject to the Section entitled “VOTING RIGHTS”. (iii) Enforce the security interest given hereunder pursuant to the UCC and any other applicable law. (iv) Sell all or any part of the Collateral offered at public or private sale in accordance with the UCC, without advertisement, in such manner and order as Lender may elect. Lender may purchase the Collateral for its own account at any such sale. Lender shall give Pledgor such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC or other applicable law, Pledgor agrees that at least 10 days notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the enforcement liability (if any) imposed on it as a matter of Secured Party's law under the UCC or other applicable law. Pledgor acknowledges that Collateral may be sold at a loss to Pledgor, and that, in such event, Lender shall have no liability or responsibility to Pledgor for such loss. Pledgor further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies hereunder consistent available to Lender, Pledgor expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market , Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of Lender), investment bankers or any other method common in the Uniform Commercial Codesecurities industry, and (b) if the purchaser is Lender or any affiliate of Lender, the sale price received by Lender in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. 8.3 Any demand (v) Enforce the security interest of Lender in any deposit account which is part of the Collateral by applying such account to the Indebtedness. (vi) Exercise any other remedy provided under this Agreement or by any applicable law. (vii) Comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Collateral. (viii) Sell the Collateral without giving any warranties as to the Collateral. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Collateral. Pledgor agrees that the Collateral may be sold as provided for in this Pledge Agreement and expressly waives any rights of notice of sale, disposition advertisement procedures, or related provisions granted under applicable law, including the New York Lien Law. All cash proceeds received by or on behalf of Lender in respect of any sale of, collection from, or other intended action hereunder realization upon all or any part of the Collateral may, following the payment of the fees and expenses of Lender, be held by Lender as collateral for, and/or then or at any time thereafter applied in whole or in connection herewithpart by Lender to, whether required the Indebtedness (including, without limitation, the undrawn amount of any letters of credit) in such order as Lender may elect. Any surplus of such cash or cash proceeds held by or on behalf of Lender and remaining after payment in full of all the Uniform Commercial Code or otherwise, Indebtedness shall be deemed paid to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such Pledgor. If the proceeds of sale, disposition collection or other intended action, in realization of or upon the manner provided herein for Collateral pursuant to this Section are insufficient to cover the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses of such realization and the payment in full of all Indebtedness, Pledgor and Debtor shall be secured by this Agreement remain liable for any deficiency to the extent Pledgor and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party Debtor are obligated therefor under the Uniform Commercial Code other documents executed in connection with the Indebtedness and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Defaultthis Agreement.

Events of Default Remedies. 8.1 The (a) Upon the occurrence of any Event of Default under the Credit Agreement, the Bank shall have all of the following events or conditions shall constitute rights and is hereby defined remedies provided by law and/or by this Pledge Agreement, including but not limited to be an "Event of Default": (a) Any failure or neglect to perform or observe any all of the termsrights and remedies of a secured party under the Illinois Uniform Commercial Code, provisionsand the Company hereby authorizes the Bank to sell all or any part of the Pledged Stock at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including the reasonable attorneys' fees and disbursements incurred by the Bank) and then to the payment of the other Secured Obligations as set forth below. Any requirement of reasonable notice shall be met if the Bank sends such notice to the Company, by registered or covenants certified mail, at least 5 days prior to the date of this Agreementsale, disposition or other event giving rise to the required notice. The Bank may be the purchaser at any such sale. The Company expressly authorizes such sale or sales of the Pledged Stock in advance of and to the exclusion of any sale or sales of or other realization upon any other collateral securing indebtedness or other obligations owed to the Bank. The Bank shall be under no obligation to preserve rights against prior parties. (b) The occurrence Company hereby waives as to the Bank any right of subrogation or marshalling of such stock and other collateral for indebtedness or other obligations owed to the Bank. To this end, the Company hereby expressly agrees that any event such collateral or other security of default the Company or any other party which the Bank may hold, or which may come to it or its possession, may be dealt with in all respects and particulars as though this Pledge Agreement were not in existence. The Company agrees and acknowledges that because of applicable securities laws, the Bank may not be able to effect a public sale of the Pledged Stock and sales at a private sale may be on terms less favorable than if such securities were sold at a public sale and may be at a price less favorable than a public sale. The Company agrees that all such private sales made under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made foregoing circumstances conducted reasonably and in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required good faith by the Uniform Commercial Code or otherwise, Bank shall be deemed to be have been made in a commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of noticesmanner. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence If an Event of Default (as defined in the Note Purchase Agreement) occurs, in addition to any rights that Lender may have under any of the following events other Transaction Documents, Lender may do any one or conditions shall constitute and is hereby defined to be an "Event more of Default"the following: (ai) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this AgreementIntentionally omitted. (bii) The occurrence Exercise as to any or all of any event the Collateral all the rights, powers and remedies of default under the Credit Agreementan owner. 8.2 Secured Party, so far as may be lawful, may purchase (iii) Enforce the security interest given hereunder pursuant to the UCC and any other applicable law. (iv) Sell all or any part of the Collateral offered at public or private sale in accordance with the UCC, without advertisement, in such manner and order as Lender may elect. Lender may purchase the Collateral for its own account at any such sale. Lender shall give Pledgor such notice of any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether as may be required by the Uniform Commercial Code or otherwiseUCC, shall be deemed provided that to be commercially reasonable and effective if the extent notice of any such demand or notice sale is given to Debtor required by the UCC, Pledgor agrees that at least ten (10) days prior days’ notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. Pledgor acknowledges that Collateral may be sold at a loss to Pledgor, and that, in such event, Lender shall have no liability or responsibility to Pledgor for such loss. Pledgor further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be "commercially reasonable" solely as a result of such prices and other sale terms. Upon any such sale, disposition Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or other intended action, in the manner provided herein for the giving right of notices. 8.4 Debtor shall pay all reasonable costs and expenseswhatsoever kind, including without limitation costs any equity or right of Uniform Commercial Code searchesredemption of Pledgor that may be waived or any other right or claim of Pledgor, court costs and reasonable attorneys' feesPledgor, incurred to the extent permitted by Secured Party in enforcing payment and performance law, hereby specifically waives all rights of the Obligation redemption, stay or in exercising the appraisal that Pledgor has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to Lender, Pledgor expressly acknowledges and agrees that with respect to Collateral consisting of Secured Party hereunder. All such costs and expenses notes, bonds or other securities which are not sold on a recognized market, Lender shall be secured deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by this Agreement and by all deeds any nationally recognized broker-dealer (including any affiliate of trust and other lien and security documents securing the Obligation. In the event of any court proceedingsLender), reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of investment banker or any other method common in the securities industry, and (b) if the purchaser is Lender or subsequent Event any affiliate of Default. No delay on Lender, the part of Secured Party sale price received by Lender in exercising any connection with such rights shall be construed to preclude it sale is reasonably supported by quotations received from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights other nationally recognized broker-dealers, investment bankers or remedies hereunder successively other financial institutions. (v) Enforce the security interest of Lender in any deposit account which is part of the Collateral by applying such account to the Indebtedness. (vi) Exercise any other remedy provided under this Agreement or concurrently. By accepting payment by any applicable law. (vii) Comply with any applicable state or performance federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Obligation after its due date, Secured Party shall Collateral. (viii) Sell the Collateral without giving any warranties as to the Collateral. Lender may specifically disclaim any warranties of title or the like. This procedure will not thereby waive be considered to affect adversely the agreement contained herein that time is commercial reasonableness of any sale or other disposition of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of DefaultCollateral.

Events of Default Remedies. 8.1 The occurrence of If any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default"Default shall have occurred and be continuing: (a) Any failure the Administrative Agent shall have, and in its discretion may exercise, the rights and remedies with respect to this Agreement as more particularly provided herein or neglect to perform or observe any of in the terms, provisions, or covenants of this Credit Agreement.; (b) The occurrence each Debtor shall, upon the reasonable request of the Administrative Agent, assemble Collateral owned by it (and not otherwise in the possession of the Administrative Agent) at such place or places, reasonably convenient to both the Administrative Agent and such Debtor, designated in such request; (c) the Administrative Agent may (but shall not be obligated to), without notice to any event Debtor and at such times as the Administrative Agent in its sole discretion may determine, exercise any or all of default Debtors’ rights in, to and under, or in any way connected to, the Collateral and the Administrative Agent shall otherwise have and may (but shall not be obligated to) exercise all of the rights, powers, privileges and remedies with respect to the Collateral of a secured party under the Credit Agreement. 8.2 Secured PartyUCC (whether or not said UCC is in effect in the jurisdiction where the rights, so far powers, privileges and remedies are asserted) and such additional rights, powers, privileges and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, powers, privileges and remedies hereunder may be asserted, including the right, to the maximum extent permitted by applicable law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and the Debtors agree to take all such action as may be lawfulappropriate to give effect to such right); (d) the Administrative Agent may (but shall not be obligated to) make any reasonable compromise or settlement it deems desirable with respect to any of the Collateral and may (but shall not be obligated to) extend the time of payment, arrange for payment in installments, or otherwise modify the terms, of all or any part of the Collateral; (e) the Administrative Agent may purchase (but shall not be obligated to), in its name or in the name of any Debtor or otherwise, demand, sxx for, collect or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral; (f) the Administrative Agent may (but shall not be obligated to) sell, lease, assign or dispose of all or any part of the Collateral offered which shall then be or shall thereafter come into the possession, custody or control of the Administrative Agent, any other Secured Party or any of their respective agents at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof except such notice as is required by applicable law and cannot be waived. If, pursuant to applicable law, prior notice of sale of the Collateral under this Section is required to be given to any Debtor, each Debtor hereby acknowledges that the minimum time required by such applicable law, or if no minimum time is specified, 10 days, shall be deemed a reasonable notice period. The Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the maximum extent permitted by applicable law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Debtors, any such demand, notice and right or equity being hereby expressly waived and released to the maximum extent permitted by applicable law. The Administrative Agent may, without notice or publication, adjourn any public or private sale made in or cause the enforcement of Secured Party's rights same to be adjourned from time to time by announcement at the time and remedies hereunder consistent with place fixed for the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition and such sale may be made at any time or place to which the sale may be so adjourned. The Collateral may be sold in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Administrative Agent, at the Administrative Agent’s place of business or elsewhere, for cash, upon credit or for other intended action hereunder property, for immediate or future delivery, and at such price or prices and on such terms as the Administrative Agent shall deem appropriate in its reasonable discretion. The Administrative Agent may, in its reasonable discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable law. Upon any public or private sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. At any such sale the Collateral may be sold in one lot as an entirety or in connection herewithseparate parcels. The Administrative Agent shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all of any part of the Collateral on credit or for future delivery, whether required the Collateral so sold may be retained by the Uniform Commercial Code or otherwiseAdministrative Agent until the full selling price is paid by the purchaser thereof, but neither the Administrative Agent nor any Secured Party shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be deemed sold pursuant to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to the provisions hereof. All cash proceeds of any such sale, disposition and any other realization upon all or other intended actionany part of the Collateral may, in the manner provided herein sole discretion of the Administrative Agent, be held by the Administrative Agent as collateral for or applied then or at any time thereafter, in whole or in part, by the Administrative Agent for the giving benefit of notices.the Secured Parties to the payment and satisfaction of the Secured Obligations in accordance with Section 6.04; 8.4 (g) upon request of the Administrative Agent, each Debtor shall pay promptly notify (and each Debtor hereby authorizes the Administrative Agent so to notify) each account debtor in respect of any Accounts or Instruments that such Collateral has been assigned to the Administrative Agent hereunder, and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent; (h) the Administrative Agent shall have the right to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all reasonable costs of the Securities Collateral, without any indication that such Securities Collateral is subject to the Security Interests hereunder. In addition, the Administrative Agent shall have the right at any time to exchange certificates representing or evidencing Securities Collateral for certificates of smaller or larger denominations; (i) the Administrative Agent may vote or exercise any and expensesall of the Debtors’ rights or powers incident to their ownership of the Securities Collateral, including without limitation costs of Uniform Commercial Code searches, court costs any rights or powers to manage or control the Guarantors; (j) the Administrative Agent may cause any action at law or suit in equity or other proceeding to be instituted and reasonable attorneys' fees, incurred by Secured Party prosecuted to enforce any rights vested in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured it by this Agreement or by law or included in the Collateral, subject to the provisions and by all deeds of trust requirements hereof and other lien and security documents securing thereof, or to aid in the Obligation. In the event exercise of any court proceedingspower herein or therein granted, reasonable court costs or for any foreclosure hereunder and reasonable attorneys' fees shall be set by the court and not by jury and shall be included sale under a judgment or decree in any judgment obtained by judicial proceeding; (k) in connection with any acceleration and foreclosure, the Administrative Agent may lawfully and peacefully take possession of the Collateral and lawfully and peacefully render it usable and repair and renovate the same, without, however, any obligation to do so, and lawfully and peacefully enter upon any location where the Collateral may be located for that purpose, control, manage, operate, rent and lease the Collateral, collect all rents and income from the Collateral and apply the same to reimburse the Secured Party. 8.5 In addition to Parties for any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party cost or expenses incurred hereunder or under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed the Loan Documents and to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any Debtor’s obligations hereunder or under any of the Obligation after Loan Documents, and apply the balance to the other Secured Obligations and any remaining excess balance to whomsoever is legally entitled thereto; (l) the Administrative Agent may secure the appointment of a receiver for the Collateral or any part thereof; (m) the Administrative Agent may lawfully and peacefully occupy any premises owned or leased by any Debtor where the Collateral or any part thereof is assembled for a reasonable period in order to effectuate its due daterights and remedies hereunder or under law, Secured Party shall not thereby waive without obligation to any Debtor in respect of such occupation; (n) the agreement Administrative Agent may give instructions to the issuer of any Securities Collateral that is an uncertificated security with respect to such uncertificated security. Each Debtor recognizes that, by reason of certain prohibitions contained herein that time is in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, subject to the notice provision provided for in paragraph (f) of this Section 6.01, with respect to any sale of all or any part of the essenceCollateral constituting a security (as such term is defined in the Securities Act of 1933), nor to limit purchasers to those who will 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. Each Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any such private sale shall Secured Party waive either its right be deemed to require prompt payment have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit any Debtor or performance when due of the remainder of the Obligation or its right issuer thereof to consider the failure to so pay or perform an Event of Defaultregister it for public sale.

Events of Default Remedies. 8.1 The (a) To the extent that it is continuing, the occurrence or existence of any of the following events or conditions defined as Events of Default in the Debentures, the Indenture or any document or instrument evidencing or securing the Indebtedness (continuing beyond any applicable cure period therein, if any) including, without limitation, the failure of Parent to repay the Indebtedness shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement" hereunder. (b) The occurrence Subject to the provisions of any event of default under the Credit Agreement. 8.2 Sections 12 and 13 hereof, Secured Party, so far as may be lawfulat its sole election, may purchase declare all or any part of any Indebtedness not payable on demand to be immediately due and payable without demand or notice of any kind upon the Collateral offered at happening of any public or private sale made in Event of Default hereunder. (c) Upon the enforcement happening and during the continuance of any Event of Default and subject to the provisions of Sections 12 and 13 hereof, Secured Party's rights and remedies hereunder consistent with respect to the Collateral shall be those of a Secured Party under the New York Uniform Commercial Code, as amended, and under any other applicable law, as the same may from time to time be in effect, in addition to those rights granted herein and in any other agreement now or hereafter in effect between Debtors and Secured Party including, without limitation, those granted in the Debentures. Secured Party's rights and remedies under this Security Agreement, the Indenture, and all other agreements shall be cumulative. No exercise by Secured Party of one right or remedy shall be deemed an election, and no waiver by Secured Party of any Event of Default shall be deemed a continuing waiver. No delay by Secured Party shall constitute a waiver, election, or acquiescence by it. 8.3 Any demand or (d) Subject to the provisions of Sections 12 and 13 hereof, without in any way requiring notice to be given in the following manner; Debtors agree that any notice by Secured Party of sale, disposition or other intended action hereunder or in connection herewiththerewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed constitute reasonable notice to be commercially reasonable and effective Debtors if such demand or notice is given to Debtor mailed by regular or certified mail, postage prepaid, at least ten five (105) days prior to such sale, disposition or other intended action, to Debtors' address specified below or to any other address that Debtors have specified in writing to Secured Party as the manner provided herein for the giving of noticesaddress to which notices hereunder shall be given to Debtors. 8.4 Debtor shall (e) Debtors agrees to pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, expenses incurred by Secured Party in enforcing payment this Security Agreement, in realizing upon any Collateral and performance in enforcing and collecting any Indebtedness, including, without limitation, if Secured Party retains counsel for any such purpose, reasonable attorneys' fees. (f) Subject to the provisions of Sections 12 and 13 hereof, upon the happening and during the continuance of any Event of Default, at the request of Secured Party, Debtors shall assemble the Collateral and make it available to Secured Party at the Debtors' real property described in Exhibit "A" attached hereto or at such Debtor's principal place of business if such principal place of business is not located at the property described in Exhibit "A". Secured Party has no obligation to clean-up or otherwise prepare the Collateral for sale. (g) Subject to the provisions of Sections 12 and 13 hereof and except as otherwise expressly provided in this Security Agreement, each Debtor hereby waives notice of acceptance of its joint and several liability, notice of the Obligation occurrence of any Event of Default, or of any demand for any payment under this Security Agreement, notice of any action at any time taken or omitted by Secured Party under or in exercising respect of any of the rights Indebtedness, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and remedies other formalities of every kind in connection with this Security Agreement (except as otherwise provided in this Security Agreement). Each Debtor hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Indebtedness, the acceptance of any payment of any of the Indebtedness, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Secured Party at any time or times in respect of any default by any Debtor in the performance or satisfaction of any term, covenant, condition or provision of this Security Agreement, any and all other indulgences whatsoever by Secured Party in respect of any of the Indebtedness, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Indebtedness or the addition, substitution or release, in whole or in part, of any Debtor. Without limiting the generality of the foregoing, each Debtor assents to any other action or delay in acting or failure to act on the part of Secured Party with respect to the failure by any Debtor to comply with any of its respective obligations hereunder, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, that might, but for the provisions of this Section 11(g) afford grounds for terminating, discharging or relieving any Debtor, in whole or in part, from any of its obligations under this Section 11, it being the intention of each Debtor that, so long as any of the Indebtedness remains unsatisfied, the obligations of such Debtors under this Section 11 shall not be discharged except by performance and then only to the extent of such performance. All such costs The obligations of each Debtor under this Section 11 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Debtor, Secured Party or any Debenture holder. The joint and expenses several liability of the Debtors hereunder shall be secured continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any Debtor, Secured Party or any Debenture Holder. (h) Each Debtor hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Debtors with respect to any liability incurred by this Agreement it hereunder, any payments made by it to Secured Party or any Debenture holder with respect to any of the Indebtedness or any Collateral security therefor. Any claim that any Debtor may have against any other Debtor with respect to any payments to Secured Party hereunder or under any of the Indenture or Debentures are hereby expressly made subordinate and by all deeds junior in right of trust and other lien and security documents securing payment, without limitation as to any increases in the Obligation. In Indebtedness arising thereunder, to the prior indefeasible payment in full in cash of the Indebtedness and, in the event of any court proceedingsinsolvency, reasonable court costs and reasonable attorneys' fees bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Debtor, its debts or its assets, whether voluntary or involuntary, all such Indebtedness shall be set by the court and not by jury and paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be included in made to any judgment obtained by Secured Partyother Debtor therefor. 8.5 In addition (i) Subject to any remedies provided herein for the provisions of Sections 12 and 13 hereof, upon the occurrence, and during the continuation, of an Event of Default, Secured Party shall have may do any one or more of the following on behalf of the Debenture holders, all of which are authorized by each Debtor: (i) Settle or adjust disputes and claims directly with Account Debtors for amounts and upon terms that Secured Party considers reasonable, and in such cases, Secured Party will credit the rights and remedies afforded a secured party under Indebtedness with only the Uniform Commercial Code and net amounts received by Secured Party in payment of such disputed Accounts after deducting all expenses incurred or expended in connection therewith; (ii) Cause each Debtor to hold all returned Inventory in trust for Secured Party, segregate all returned Inventory from all other legal property of such Debtor or in such Debtor's possession and equitable remedies allowed under applicable lawconspicuously label said returned Inventory as the property of Secured Party; (iii) Without notice to or demand upon any Debtor, make such payments and do such acts as Secured Party considers necessary or reasonable to protect its security interests in the Collateral (for the benefit of the Debenture holders). No failure on Each Debtor agrees to assemble the Collateral if Secured Party so requires, and to make the Collateral available to Secured Party as Secured Party may designate. Each Debtor authorizes Secured Party to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien that in Secured Party's determination appears to conflict with the security interests of Secured Party and to pay all expenses incurred in connection therewith. With respect to a Debtors' owned or leased premises, such Debtor hereby grants Secured Party a license to enter into possession of such premises and to occupy the same, without charge, for up to 120 days in order to exercise any of its Secured Party's rights hereunder arising upon or remedies provided herein, at law, in equity, or otherwise; (iv) Without notice to any Event of Default shall be construed to prejudice its rights upon the occurrence Debtor (such notice being expressly waived), and without constituting a retention of any other Collateral in satisfaction of an obligation, set off and apply to the Indebtedness any and all (i) balances and deposits of each Debtor held by Secured Party, or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof (ii) indebtedness at any time while that Event owing to or for the credit or the account of Default is continuingDebtors held by Secured Party; (v) Hold, as cash collateral, any and all balances and deposits of each Debtor held by Secured Party to secure the full and final repayment of all of the Indebtedness; (vi) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Secured Party may enforce is hereby granted a license or other right to use, without charge for the benefit of Debenture holders, each Debtor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and each Debtor's rights under all licenses and all franchise agreements shall inure to Secured Party's benefit; (vii) Sell the Collateral at either a public or private sale, or both, by way of one or more rights contracts or remedies hereunder successively transactions, for cash or concurrentlyon terms, in such manner and at such places (including any Debtor's premises) as Secured Party determines is commercially reasonable. By accepting payment or performance of It is not necessary that the Collateral be present at any of the Obligation after its due date, such sale; (viii) Secured Party shall not thereby waive give notice of the agreement contained herein disposition of the Collateral as follows: (A) Secured Party shall give the Debtors with rights in the applicable Collateral and each holder of a security interest in the Collateral who has filed with Secured Party a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, then the time on or after which the private sale or other disposition is to be made; (B) The notice shall be personally delivered or mailed, postage prepaid, to the Debtor with rights in the applicable Collateral at the address provided for notice in the Indenture at least 5 days before the date fixed for the sale, or at least 5 days before the date on or after which the private sale or other disposition is to be made; no notice needs to be given prior to the disposition of any portion of the Collateral that time is perishable or threatens to decline speedily in value or that is of a type customarily sold on a recognized market. Notice to Persons other than the essenceDebtor with rights in the applicable Collateral shall be sent to such addresses as they have furnished to Agent; (ix) Secured Party, nor shall on behalf of the Debenture holders, may credit bid and purchase at any public sale; and (x) Secured Party waive either its right may seek the appointment of a receiver or keeper to require prompt payment take possession of all or performance when due any portion of the remainder Collateral or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the Obligation requirement of prior notice or its right to consider the failure to so pay or perform an Event of Defaulta hearing.

Events of Default Remedies. 8.1 The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in is exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence If any Event of Default as defined in the Loan Agreement shall occur and be continuing, or if any Event of Default as defined in the Indenture shall occur and be continuing, the Mortgagee shall have authority (i) to accelerate the Loan Repayments and to declare the Bonds immediately due and payable as provided in the Loan Agreement and Indenture, and (ii) to pursue one or more of the remedies provided for in the Loan Agreement and Indenture respectively, and in lieu thereof or addition thereto, one or more of the following events remedies and provisions for foreclosure or conditions shall constitute and is hereby defined to be an "Event enforcement of Default"this Mortgage: (a) Any failure The Mortgagee may proceed to protect and enforce its rights by a suit or neglect to perform suits in equity or observe at law, either for the specific performance of any covenant or agreement contained herein or in aid of the terms, provisionsexecution of any power herein granted, or covenants for the foreclosure of this AgreementMortgage, or for the enforcement of any other appropriate legal or equitable remedy. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as Mortgagee shall have and may be lawful, may purchase exercise with respect to all or any personal property and fixtures which are part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have Mortgaged Property all the rights and remedies afforded accorded upon default to a secured party under the Uniform Commercial Code Code, as in effect in the State of Minnesota. If notice to the Mortgagor of intended disposition of such property is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in the Loan Agreement and Indenture) at least 10 calendar days prior to the date of intended disposition. (c) The Mortgagee shall be entitled, without notice, except that which is required by law, and without any showing of waste of the Mortgaged Property, inadequacy of the Mortgaged Property as security, or insolvency of the Mortgagor, to the appointment of a receiver of the rents and profits of the Mortgaged Property including those past due, as permitted by Minnesota Statutes, Section 576.01. The Mortgagee or any receiver shall be entitled to receive and dispose of the Revenues and Income of the Mortgaged Property and to xxx for and recover any account or other item of Revenues and Income from the Mortgagor or any account debtor or other third person. Subject to any order of a court appointing a receiver or otherwise having jurisdiction of the Trust Estate, the Mortgagee in its discretion may apply the Revenues and Income received by it as provided in Minnesota Statutes, Section 576.01, Subdivision 2, as follows: (i) To payment of all reasonable fees (if any) of the receiver approved by the court. (ii) To payment of all tenant security deposits then owing to tenants under any of the Leases pursuant to the provisions of Minn. Stat. § 504B.178. (iii) To payment of all prior or current real estate taxes and special assessments with respect to the Property, or if the Mortgage requires periodic escrow payments for such taxes and assessments, to the escrow payments then due. (iv) To payment of all premiums then due for the insurance required by the Mortgage, or if the mortgage requires periodic escrow payments for such premiums, to the escrow payments then due. (v) To keeping of the covenants of a landlord or licensor pursuant to Section 504B.161, subdivision 1. (vi) To payment of expenses incurred for normal maintenance of the Property. (vii) If received prior to any foreclosure sale of the Mortgaged Property, to the Mortgagee for payment of the Indebtedness in such order as Mortgagee determine but no such payment made after acceleration of the Indebtedness shall affect such acceleration. (viii) If received during or with respect to the period of redemption after a foreclosure sale of the Mortgaged Property: (1) If the purchaser at the foreclosure sale is not the Mortgagee, first to the Mortgagee to the extent of any deficiency of the sale proceeds to repay the indebtedness secured hereby, second to the purchaser as a credit to the redemption price, but if the Property is not redeemed, then to the Borrower. (2) If the purchaser at the foreclosure sale is the Mortgagee, to the Mortgagee to the extent of any deficiency of the sale proceeds to repay the indebtedness secured hereby and the balance to be retained by the Mortgagee as a credit to the redemption price, but if the Property is not redeemed, then to the Mortgagee, whether or not any such deficiency exists. The rights and powers of the Mortgagee under his Mortgage and the application of Rents under this Section 6(c) shall continue until expiration of the redemption period from any foreclosure sale, whether or not any deficiency remains after a foreclosure sale. (d) The Mortgagee may (and is hereby authorized and empowered to) foreclose this Mortgage by action or advertisement, pursuant to the statutes of the State of Minnesota in such case made and provided, power being expressly granted to sell the Mortgaged Property at public auction and convey the same to the purchaser in fee simple and to apply the proceeds arising from such sale, first, as provided in the Indenture, to the payment of the indebtedness secured thereby and hereby, including all reasonable expenses, liabilities and advances of the Mortgagee and the Bonds and interest thereon and Loan Repayments relating thereto, and all legal costs and charges of such foreclosure, which costs, charges and fees the Mortgagor agrees to pay, and, second, to the payment of any obligations of the Mortgagor to the Issuer under the Loan Agreement, and, third, to return any surplus to the Mortgagor or such other legal person as may be entitled thereto. Such sale shall be made at public auction and equitable remedies allowed at such place or places and at such time or times and upon such notice as the Mortgagee may be advised by counsel to be consistent with the laws applicable thereto, and upon such terms as the Mortgagee or the public officer conducting such sale may fix. Any such sale made pursuant to judicial proceedings or advertisement shall be made either as an entirety or in such parcels as may be directed by the court or as the Mortgagee in its sole discretion may determine. The Mortgagor, for it and all persons and corporations hereafter claiming through or under applicable it, does hereby expressly waive and release all right to have the properties and rights comprised in the Mortgaged Property or in the Trust Estate marshaled upon any foreclosure or other enforcement hereof. The Mortgagee or public officer conducting such sale from time to time may adjourn any such sale to be made by it by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and without further notice or publication it may make such sale at the time to which the same shall be so adjourned, but in the event of such adjournment or adjournments, sale shall be made within any limitation of time or number of adjournments prescribed by law and, in any event, within six months from the date of sale fixed in the advertisement or court order, unless notice of sale on some later date shall be given again in the manner provided by law. No failure on . (e) Upon any foreclosure sale, the owners of any Bonds outstanding, or the Mortgagee, may bid for and purchase the Trust Estate or any part thereof and upon compliance with the terms of Secured Party to exercise sale may hold, retain and possess and dispose of such property in their or its own absolute right without further accountability, and any purchaser at any such sale may, in paying the purchase money, turn in any of such Bonds or claims for interest in lieu of cash to the amount which shall, upon distribution of the net proceeds of such sale, be payable thereon. (f) Upon the completion of any sale or sales made under or by virtue of this Mortgage and the Indenture, the Mortgagee shall execute and deliver, or cause to be executed and delivered, to the accepted purchaser or purchasers the property sold with good and sufficient transfers, assigning and transferring all its right, title and interest in and to the properties sold. The Mortgagee and its successor or successors are hereby appointed the true and lawful attorney or attorneys irrevocable of the Mortgagor in its name and stead or in the name of the Mortgagee to make all necessary assignments, transfers and deliveries of the property thus sold, and for that purpose, the Mortgagee and its successors may execute all necessary instruments of assignment and transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that said attorney or attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, the Mortgagor, if so requested in writing by the Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Mortgagee, for the purpose and as may be designated in such request. (g) Upon any sale made under the power of sale hereby granted or under judgment or decree in any judicial proceedings for the foreclosure or otherwise for the enforcement of this Mortgage or the Indenture, the receipt of the Mortgagee or of the officer making such sale shall be a sufficient discharge to the purchaser or purchasers at any sale for the purchase money, and such purchaser or purchasers, their assigns or personal representatives shall not, after paying such purchase money and receiving such receipt of the Mortgagee or of such officer therefor, be obliged to see to the application of such purchase money, or be in anywise answerable for any loss, misapplication, or nonapplication thereof. (h) The Mortgagor does hereby expressly consent to sale of the Mortgaged Property by advertisement pursuant to Minnesota Statutes, Chapter 580, which provides for sale after service of notice thereof upon the occupant of the Mortgaged Property and publication of said notice for six weeks in the county in which the Mortgaged Property is located, notwithstanding that service might not be made upon the Mortgagor personally, and that no hearing of any type is required in connection with the sale. Except as required by the aforesaid statutory provision, the Mortgagor hereby expressly waives any and all rights hereunder arising upon to notice of sale of the Mortgaged Property and any and all rights to a hearing of any type in connection with the sale of the Mortgaged Property. (i) In case of any Event of Default as aforesaid, to the extent that such rights may then lawfully be waived, neither the Mortgagor nor anyone claiming through or under it shall be construed or will set up, claim, or seek to prejudice its rights upon the occurrence take advantage of any other appraisement, valuation, stay, extension or subsequent Event of Default. No delay on the part of Secured Party redemption laws now or hereafter in exercising force in any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of locality where any of the Obligation after its due dateMortgaged Property may be situated, Secured Party shall not thereby waive in order to prevent or hinder the agreement contained herein that time is enforcement or foreclosure of this Mortgage or the Indenture, or the absolute sale of the essenceMortgaged Property, nor shall Secured Party waive either its right to require prompt payment or performance when due the final and absolute putting into possession thereof, immediately after such sale, of the remainder purchaser or purchasers thereat. (j) Any sale made under the power of sale granted hereby or under judgment or decree in any judicial proceedings for foreclosure or otherwise for the enforcement of this Mortgage or the Indenture shall, if and to the extent then permitted by law, operate to divest all right, title, interest, claims and demand whatsoever, either at law or in equity, of the Obligation Mortgagor of, in and to the property so sold, and be a perpetual bar both at law and in equity against the Mortgagor and against any and all persons, firms or corporations claiming or who may claim the property sold, or any part thereof, from, through or under the Mortgagor. (k) Mortgagee may also exercise its right to consider the failure to so pay or perform an Event of Defaultremedies under Section 19 below.

Events of Default Remedies. 8.1 (a) The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default": (ai) An Event of Default under the Note; or (ii) Pledgor shall be in default in the performance of any covenant herein and such default shall continue for 10 days after receipt of notice thereof; or (iii) Any failure representation or neglect to perform warranty of Pledgor contained herein shall be false or observe misleading in any of the terms, provisions, or covenants of this Agreementmaterial respect when made. (b) The occurrence If any Event of any event Default shall have occurred and be continuing: (i) Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Credit Agreement. 8.2 Uniform Commercial Code (the "Code") in effect in the State of Colorado at that time, or under the laws of any other applicable jurisdiction; provided, however, Secured Party, so far as may be lawful, may purchase -------- ------- Party shall have no right to sell or otherwise dispose of all or any part of the Pledged Collateral offered until such time as an Event of Default has occurred and all of the Obligations have become due and payable, whether by acceleration or otherwise. Subject to the foregoing, Secured Party may also, with prior notice as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as Secured Party may deem commercially reasonable. Pledgor agrees that at least 10 days' notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Secured Party 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 in at the enforcement time and place to which it was so adjourned. Notwithstanding anything to the contrary set forth herein, upon the occurrence of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party may elect to purchase any or all of the Pledged Collateral and apply the purchase price thereof to the payment of the Obligations hereunder. The purchase price for such purchase of the Pledged Collateral shall be equal to the aggregate Fair Market Value (as defined in the Note) of the Pledged Collateral which Secured Party determines to purchase hereunder. (ii) Any cash held by Secured Party as Pledged Collateral and all cash proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral shall be held by Secured Party as collateral to be applied by Secured Party against the Obligations. Any surplus of such cash or cash proceeds and interest accrued thereon, if any, held by Secured Party and remaining after payment in full of all the Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus; provided that Secured Party shall have no obligation to invest or otherwise pay interest on any amounts held by it in connection with or pursuant to this Agreement. (iii) Subject to Section 22, all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party expressed herein are in addition to exercise any of its all other rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of and remedies possessed by Secured Party in exercising any such rights shall be construed other agreement or instrument relating to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of DefaultObligations.

Events of Default Remedies. 8.1 The occurrence of any event or condition defined in the Note as an "Event of the following events or conditions Default" shall constitute and is hereby defined to be an "Event of Default"Default under this Security Agreement. 8.2 Upon the occurrence of any Event of Default and at any time while such Event of Default is continuing, Secured Party shall have the following rights and remedies and may do one or more of the following: (a) Any failure Declare all or neglect to perform or observe any part of the termsObligation to be immediately due and payable, provisionsand the same, or covenants of this Agreementwith all costs and charges, shall be collectible thereupon by action at law. (b) Without further notice or demand and without legal process, take possession of the Collateral wherever found and, for this purpose, enter upon any property occupied by or in the control of Debtor. Debtor, upon demand by Secured Party, shall assemble the Collateral and deliver it to Secured Party or to a place designated by Secured Party that is reasonably convenient to both parties. (c) Operate the business of Debtor as a going concern, including, without limitation, extend sales or services to new customers and advance funds for such operation. Secured Party shall not be liable for any depreciation, loss, damage or injury to the Collateral or other property of Debtor as a result of such action. Debtor hereby waives any claim of trespass or replevin arising as a result of such action. (d) Pursue any legal or equitable remedy available to collect the Obligation, to enforce its title in and right to possession of the Collateral and to enforce any and all other rights or remedies available to it. (e) Upon obtaining possession of the Collateral or any part thereof, after notice to Debtor as provided in Paragraph 8.4 herein, sell such Collateral at public or private sale either with or without having such Collateral at the place of sale. The occurrence proceeds of such sale, after deducting therefrom all expenses of Secured Party in taking, storing, repairing and selling the Collateral (including reasonable attorneys' fees) shall be applied to the payment of the Obligation, and any surplus thereafter remaining shall be paid to Debtor or any other person that may be legally entitled thereto. In the event of default under a deficiency between such net proceeds from the Credit Agreementsale of the Collateral and the total amount of the Obligation, Debtor, upon demand, shall promptly pay the amount of such deficiency to Secured Party. 8.2 8.3 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Codehereunder. 8.3 8.4 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 8.5 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 8.6 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 (a) The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an event of default ("Event of Default") hereunder: (ai) Any failure or neglect to perform or observe any Event of the terms, provisions, or covenants of this Agreement. Default (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made defined in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10Note) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any occurred, which Event of Default shall not be construed to prejudice its rights upon waived or, if capable of being cured, shall not be cured within the occurrence of any other respective periods provided in such Note; (ii) Pledgor fails, breaches or subsequent Event of Default. No delay on defaults in the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation obligations, covenants or conditions contained in this Agreement; or (iii) Any statement, representation or warranty made or furnished by Pledgor in connection with this Agreement or any other writing delivered to the Secured Party in connection with this Agreement and the transactions contemplated herein is false, misleading or erroneous in any material respect when made. (b) Upon or after its due datethe occurrence of an Event of Default: (i) The Secured Party may exercise (in compliance with all applicable securities laws) in respect of the Pledged Collateral, in addition to other rights, powers and remedies provided for herein or otherwise available to it, all the rights, powers and remedies of a secured party after default under the Uniform Commercial Code in force and effect in each state in which such rights, powers and remedies are asserted, all of which rights, powers and remedies shall be cumulative and not exclusive, to the extent permitted by applicable law. (ii) The Secured Party may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, over the counter or at any of the Secured Party's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as may be commercially reasonable or otherwise in such manner as necessary to comply with applicable federal and state securities laws. Pledgor agrees that the Secured Party shall not thereby waive the agreement contained herein that time is be required to register or qualify any of the essence, nor shall Pledged 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. The Secured Party waive either its 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 Pledged Collateral for their own account, for investment and not with a view to the distribution thereof. Upon consummation of any such sale the Secured Party shall have the right to require prompt payment assign, transfer and deliver to the purchaser or performance when due 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 remainder Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which he now has or may at any time in the future have under applicable law now existing or hereafter enacted. (iii) The Secured Party shall give the Pledgor at least ten (10) days, (or such longer period as shall be specified by applicable law) notice of the Obligation time and place of any public sale or its right the time after which any private sale is to consider be made, which Pledgor agrees shall constitute commercially reasonable notification. At any such public sale and (to the failure extent permitted by law) at any such private sale, the Secured Party may bid, in whole or in part, in the form of cancellation of Secured Obligations, and the Secured Party may purchase the whole or any part of the Pledged Collateral. The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party 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. (iv) If a sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay or perform an Event for the Pledged Collateral so sold and, in case of Default.any such failure, such Pledged Collateral may be sold again upon like notice. Pledgor agrees to the maximum extent permitted by applicable law that any sale of the Pledged Collateral conducted by the Secured Party in

Events of Default Remedies. 8.1 The occurrence (a) If any Event of Default shall occur and be continuing, the Lender may, by notice to the Borrower Representative, take any of the following events actions: (1) declare the Maturity Date to have occurred and all Lender Debt related thereto shall become immediately due and payable in full; (2) terminate all commitments and obligations of the Lender hereunder; and (3) without limiting any rights hereunder and subject to applicable law, replace the Borrowers in their performance of any or conditions shall constitute and is hereby defined to be all of its Receivables servicing responsibilities. If an "Event of Default": Default under clause (a9) Any failure or neglect of Section 11.1 occurs, the Maturity Date will be deemed to perform or observe any have occurred automatically and without notice and all Lender Debt shall automatically become immediately due and payable and all commitments and obligations of the termsLender shall be terminated without any notice or demand of any kind. Upon any such declaration or designation, provisionsthe Lender shall have, or covenants of in addition to the rights and remedies which it may have under this Agreement, all other rights and remedies provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative. The Lender agrees that it will not have any right individually to enforce or seek to enforce this Agreement or any other Loan Document or to realize upon any Collateral for the Lender Debt, it being understood and agreed that such rights and remedies may be exercised only by the Lender in its discretion granted hereunder. (b) The occurrence Each Loan Party hereby irrevocably authorizes and instructs the Lender to set-off the full amount of any event Lender Debt due and payable against any Collections, any other proceeds of default under Collateral, or the Credit Agreement. 8.2 Secured Partyprincipal amount of any Revolving Advance requested on or after such due date. No further notification, so far as may be lawful, may purchase all act or consent of any part of nature whatsoever is required prior to the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required exercise by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if Lender of such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving right of noticesset off. 8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.

Events of Default Remedies. 8.1 The occurrence of any Event of Default under the following events or conditions Loan Agreement shall constitute and is hereby defined to be an "Event of Default". 8.2 Upon the occurrence of any Event of Default and at any time while such Event of Default is continuing, Secured Party shall have the following rights and remedies and may do one or more of the following: (a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement. (b) The occurrence of any event of default under the Credit Agreement. 8.2 Secured Party, so far as may be lawful, may purchase Declare all or any part of the Obligation to be immediately due and payable, and the same, with all costs and charges, shall be collectible thereupon by action at law. (b) Without further notice or demand and without legal process, take possession of the Collateral offered wherever found and, for this purpose, enter upon any property occupied by or in the control of Debtor. Debtor, upon demand by Secured Party, shall assemble the Collateral and deliver it to Secured Party or to a place designated by Secured Party that is reasonably convenient to both parties. (c) Operate the business of Debtor as a going concern, including, without limitation, extend sales or services to new customers and advance funds for such operation. Secured Party shall not be liable for any depreciation, loss, damage or injury to the Collateral or other property of Debtor as a result of such action. Debtor hereby waives any claim of trespass or replevin arising as a result of such action. (d) Pursue any legal or equitable remedy available to collect the Obligation, to enforce its title in and right to possession of the Collateral and to enforce any and all other rights or remedies available to it. (e) Upon obtaining possession of the Collateral or any part thereof, after notice to Debtor as provided in Paragraph 8.4 herein, sell such Collateral at any public or private sale made in either with or without having such Collateral at the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code. 8.3 Any demand or notice place of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to . The proceeds of such sale, disposition or other intended actionafter deducting therefrom all expenses of Secured Party in taking, in storing, repairing and selling the manner provided herein for the giving of notices. 8.4 Debtor shall pay all reasonable costs and expenses, Collateral (including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing ) shall be applied to the payment and performance of the Obligation or in exercising the rights Obligation, and remedies of Secured Party hereunder. All such costs and expenses any surplus thereafter remaining shall be secured by this Agreement and by all deeds of trust and paid to Debtor or any other lien and security documents securing the Obligationperson that may be legally entitled thereto. In the event of any court proceedingsa deficiency between such net proceeds from the sale of the Collateral and the total amount of the Obligation, reasonable court costs and reasonable attorneys' fees Debtor, upon demand, shall be set by promptly pay the court and not by jury and shall be included in any judgment obtained by amount of such deficiency to Secured Party. 8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured Party shall not thereby waive the agreement contained herein that time is of the essence, nor shall Secured Party waive either its right to require prompt payment or performance when due of the remainder of the Obligation or its right to consider the failure to so pay or perform an Event of Default.