Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. (a) Each of the following events shall be an "Event of Default" (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each of the following events shall be an "“Event of Default" ” (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or Obligations; (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the AgreementTransaction Documents (as defined in the SPA), the Note, and/or or this Security Agreement, and/or any other document executed after receipt of notice from the Secured Party of such failure to observe or perform and delivered by the failure of the Debtor to the Secured Party, cure such non-performance or non-observance within fifteen (15) days after receipt thereof; (iii) dissolution or termination of existence of, or the suspension or termination of operations ofof the Debtor; (iv) the inability of the Debtor, or the Debtor’s admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, (v) the appointment of a receiver of any property of the Debtor, (ivvi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law; (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or ; (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viviii) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt this Security Agreement, shall prove to be materially false when made, ; or (viiix) if an event of default shall occur for whatever reason under the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,Notes. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itthem, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the Debtor; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) days’ notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Party. The Secured Party shall not be obligated to make any sale of 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Security Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each of the following events shall be an "Event of Default" EVENT OF DEFAULT" (i) ---------------- the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or Obligations; (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the AgreementSPA, the NoteNotes, and/or the Warrants (as defined in the SPA), or this Security Agreement, and/or any other document executed after receipt of notice from the Secured Party of such failure to observe or perform and delivered by the failure of the Debtor to the Secured Party, cure such non-performance or non-observance within fifteen (15) days after receipt thereof; (iii) dissolution or termination of existence of, or the suspension or termination of operations ofof the Debtor; (iv) the inability of the Debtor, or the Debtor's admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, (v) the appointment of a receiver of any property of the Debtor, (ivvi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law; (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, ; or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viviii) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt this Security Agreement, shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itthem, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the Debtor; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) days' notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Party. The Secured Party shall not be obligated to make any sale of 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Security Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each of the following events shall be an "Event of Default" (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interestinterest on the $50,000 Loan, the Note and/or the Secured Party Debt), or (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, any document evidencing the Secured Party Debt and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, or (iv) the inability of the Debtor, or the Debtor's admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, or (v) the appointment of a receiver of any property of the Debtor, or (vi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law, or (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (vviii) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viix) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (viix) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viiixi) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,, or (xii) the Debtor fails to make any payment of amount when due (whether at stated maturity, required prepayment, by acceleration, on demand or otherwise) on any other indebtedness of any kind owed to any third party or the Debtor's failure to perform or observe any term, covenant, or condition to be performed or observed by it under any agreement or instrument, if the such failure permits the obligee to accelerate the maturity of the indebtedness so owed. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: also (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo parties; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at the Secured Party' offices or elsewhere, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) days' notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Party. The Secured Party shall not be obligated to make any sale of 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each of the following events shall be In case an "Event of Default" (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred and be continuing; then, and in each and every such case, the Secured PartyMortgagee shall have the right, subject without prejudice to any necessary approvals statutory or common law remedies to: (i) Exercise all of the rights and remedies in foreclosure and otherwise given to mortgagees by the Bankruptcy Courtlaws of the applicable Jurisdiction of Vessel Registry or of any other jurisdiction where a Vessel may be found and exercise all of its rights and remedies as attorney-in-fact or otherwise under this Deed and the Mortgages; (ii) Bring suit at law, includingin equity or in admiralty, but not limited as it may be advised, to prior relief from recover judgment for the automatic stayIndebtedness hereby secured, and collect the same out of any and all property of the Shipowners whether covered by this Deed or the Mortgages or otherwise; (iii) Take and enter into possession of the Vessels, any of them or any part thereof, at any time, wherever the same may exercise be, without legal process and without being responsible for loss or damage, and the Shipowners or other Person(s) in possession forthwith upon demand of the Mortgagee shall surrender to the Mortgagee possession of such Vessel or Vessels, or any part thereof, and the Mortgagee may do all acts necessary, without being responsible for loss or damage, including hold, lay-up, lease, charter, operate or otherwise use such Vessel or Vessels, or any part thereof, for such time and upon such terms as it may deem to be for its best advantage, and demand, collect and retain all hire, freights, earnings, issues, revenues, income, profits, return premiums, salvage awards or recoveries, recoveries in general average, and all other sums due or to become due in respect of the Collateralsuch Vessel or Vessels, or any part thereof, in addition respect of any insurance thereon from any person whomsoever, accounting only for the net profits, if any, arising from such use of such Vessel or Vessels, or any part thereof, and charging upon all receipts from the use of such Vessel or Vessels, or any part thereof, or from the sale thereof by court proceedings or pursuant to Section 3.01(v) below, all costs, expenses, charges, damages or losses by reason of such use; and if at any time the Mortgagee shall avail itself of the right herein given it to take such Vessel or Vessels, or any part thereof, the Mortgagee shall have the right to dock such Vessel or Vessels for a reasonable time at any dock, pier or other premises of the Shipowner without charge, or to dock her at any other place at the cost and expense of the Shipowner; (iv) Take and enter into possession of the Vessels, any of them, at any time, or any part thereof, wherever the same may be, without legal process, and if it seems desirable to the Mortgagee and without being responsible for loss or damage, sell such Vessel or Vessels, or any part thereof, at any place and at such time as the Mortgagee may specify and in such manner as the Mortgagee may deem advisable, free from any claim by the Shipowner in admiralty, in equity, at law or by statute, at public or private sale, by sealed bids or otherwise, by mailing, by air or otherwise, notice of such sale, whether public or private, addressed to the Shipowner at its last known address, twenty (20) days prior to the date fixed for entering into the contract of sale and by first publishing notice of any such public sale for ten (10) consecutive days, in a newspaper published in The City of New York, State of New York or if the place of sale should not be in New York City then by publication of a similar notice at or near the place of sale; in the event that such Vessel or Vessels, or any part thereof, shall be offered for sale by private sale, no newspaper publication of notice shall be required, nor notice of adjournment of sale; sale may be held at such place and at such time as the Mortgagee by notice may have specified, or may be adjourned by the Mortgagee from time to time by announcement at the time and place appointed for such sale or for such adjourned sale, and without further notice or publication the Mortgagee may make any such sale at the time and place to which the same shall be so adjourned; and any sale may be conducted without bringing such Vessel or Vessels, or any part thereof, to the place designated for such sale and in such manner as the Mortgagee may deem to be for its best advantage, and the Mortgagee may become the purchaser at any judicial sale; (v) Take and receive all Insurance proceeds to which it shall become entitled by reason of the existence of an Event of Default (vi) Appoint by instrument a receiver, receiver and manager or receiver-manager (the person so appointed is hereafter called the “Receiver”) of the Collateral or any part thereof secured hereby with or without bond as the Mortgagee may determine, and from time to time in its absolute discretion remove such Receiver and appoint another in its stead; and (vii) To the extent the same are applicable to the property in respect of which a security interest is created hereby in favor of the Agent, exercise all of the rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies Personal Property Security Act of Nova Scotia and comparable legislation in other jurisdictions and all regulations thereunder, as amended from time to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Partytime.

Events of Default Remedies. (a) Each If any of the following events --------------------------- shall occur and be continuing: (a) The Company shall fail to pay any principal of any Loan when due in accordance with the terms thereof or hereof; or the Company shall fail to pay any interest on any Loan, or any other amount payable hereunder, within five days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or (b) Any representation or warranty made or deemed made by the Company or any other Credit Party herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or (c) The Company or any other Credit Party shall default in the observance or performance of any agreement contained in Section 6 of this Agreement, Sections 5.1, 5.4(a), 5.5, 5.7(b) or 5.8(b) of the Guarantee and Collateral Agreement, or Sections 4(b) or 4(c) of the Environmental Indemnity Agreement; or (d) The Company or any other Credit Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days; or (e) The Company or any other Credit Party shall (i) default in any payment of principal of or interest of any Indebtedness (other than the Loans) or in the payment of any Guarantee Obligation, beyond the period of grace (not to exceed 30 days), if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable; provided, however, that no Default or Event of -------- ------- Default shall exist under this paragraph unless the aggregate amount of Indebtedness and/or Guarantee Obligations in respect of which any default or other event or condition referred to in this paragraph shall have occurred shall be an "Event of Default"equal to at least $250,000; or (i) The Company or any other Credit Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the non-payment Company or any other Credit Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Company or any other Credit Party any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Company or any other Credit Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Company or any other Credit Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Secured Obligations acts set forth in clause (includingi), but not limited (ii), or (iii) above; or (v) the Company or any other Credit Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (i) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the payment when due Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of any principal and/or accrued but unpaid interestERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Company or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Majority Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Company or any Commonly Controlled Entity shall, or in the reasonable opinion of the Majority Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to involve an aggregate amount in excess of $250,000; or (h) One or more judgments or decrees shall be entered against the Company or any other Credit Party involving in the aggregate a liability (not paid or fully covered by insurance) of $250,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (i) Any of the Security Documents, the Environmental Indemnity Agreement, the Subordination Agreement or the Hedging Agreement required pursuant to Section 5.4 shall cease, for any reason, to be in full force and effect, or the Company or any other Credit Party which is a party to any of the foregoing shall so assert or (ii) the failure Liens created by any of the Debtor Security Documents shall cease to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed be enforceable and delivered by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove effect and priority purported to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,created thereby; or (bj) If A Change of Control shall have occurred; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) of this Section 7 with respect to the Company, automatically the Loans (with accrued interest thereon) and all other amounts owing under this Agreement shall have occurred immediately become due and be continuingpayable, and (B) if such event is any other Event of Default, then, with the consent of the Majority Lenders, the Secured PartyAgent may, subject to any necessary approvals by or upon the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party Majority Lenders, the Agent shall, by notice to the Company, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, assemble all or part of whereupon the Collateral same shall immediately become due and payable. Except as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies expressly provided above in this Agreement are cumulative Section 7, presentment, demand, protest and not exclusive all other notices of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Partykind are hereby expressly waived.

Events of Default Remedies. (a) Each If any of the following events shall occur and be continuing: (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3, 6.5 or 6.6, or Section 7; or (d) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of thirty (30) days; or (e) any Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans) beyond any applicable period of grace, or (ii) default in making any payment of any interest on any such Indebtedness or Contingent Obligation set forth in clause (i) beyond the period of grace, if any, provided in the instrument or agreement under which such obligation was created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligation set forth in clause (i) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness or Contingent Obligation to become due prior to its stated maturity or (in the case of any Contingent Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an "Event of Default"Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,00015,000,000 or more; or (i) the non-payment Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of the Secured Obligations debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (includingB) seeking appointment of a receiver, but not limited totrustee, the payment when due custodian, conservator or other similar official for it or for all or any substantial part of any principal and/or accrued but unpaid interest), its assets; or (ii) there shall be commenced against the failure Borrower or any other Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any other Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Debtor to observe or perform any other termacts set forth in clause (i), provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party(ii), or (iii) dissolution above; or termination of existence of(v) the Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or the suspension Borrower or termination any other Loan Party shall make a general assignment for the benefit of operations ofits creditors; or (g) (i) an ERISA Event or Foreign Plan Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the DebtorPBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any seizure, vesting, Loan Party or intervention any of their respective ERISA Affiliates shall have been notified by or under authority the sponsor of a government, by which the management of the Debtor Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is displaced or its authority not contesting such Withdrawal Liability in the conduct of its business is curtailed, a timely and appropriate manner; or (v) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, which could reasonably be expected to result in a Material Adverse Effect; or (h) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving in the attachment aggregate a liability of more than $10,000,00015,000,000, and all such judgments or restraint decrees shall not have been paid, settled, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release or threatened release by any Loan Party, any of its Subsidiaries or any other Person of any funds Hazardous Substance into the indoor or other property outdoor environment, or (B) any violation of any Environmental Law or any federal, state or local health or safety law or regulation, which, in either case of clause (A) or (B), could reasonably be expected to have a Material Adverse Effect; or (j) any of the Debtor which may Loan Documents (including the Guarantee and Collateral Agreement) shall cease, for any reason, to be in full force and effect or come into the Secured Party's possession any Loan Party or under the Secured Party's controlany Affiliate of any Loan Party shall so assert, or that any Lien created by any of any third party acting for the Secured Party, or Security Documents shall cease to be enforceable and of the same becoming subject at effect and priority as purported to be created thereby; (k) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any time reason, to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, be in the Agreement, the Note full force and effect or any document evidencing the Secured Loan Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction any Affiliate of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,Loan Party shall so assert; or (bl) If there shall occur any Change of Control; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall have occurred immediately terminate and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to Loans (with accrued interest thereon) and all other rights amounts owing under this Agreement and remedies provided for herein or otherwise available to itthe other Loan Documents (including all amounts of L/C Obligations, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to beneficiaries of the affected Collateralthen outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and also maypayable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (ai) require Debtor towith the consent of the Required Lenders, and Debtor hereby agrees that it willthe Administrative Agent may, at its expense and or upon the request of the Secured Party Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, assemble all or part whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Collateral as directed Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Secured Party Administrative Agent an amount equal to 103% of the aggregate then undrawn and make it available unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or any been fully drawn upon, if any, shall be applied to repay other obligations of the Secured Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations collateral account shall be paid over returned to the Debtor Borrower (or to the person who such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to such balancepay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Agents on a ratable basis, (B) any fees (other than commitment fees and Letter of Credit fees), expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second to the ratable payment or prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be applied, first, to repay outstanding Swingline Loans, next outstanding ABR Loans and then to repay outstanding Eurodollar Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest Periods. The remedies provided order of priority set forth in this paragraph and the related provisions of this Agreement are cumulative set forth solely to determine the rights and not exclusive priorities of any other remedies provided by law includingthe Agents, without limitationthe Lenders, any rights and the Issuing Lenders as among themselves. The order of setoff available to priority set forth in clause (i) may be changed only with the Secured Partyprior written consent of the Agents and the order of priority of payments in respect of Letters of Credit may be changed only with the prior written consent of the Issuing Lenders.

Events of Default Remedies. (a) Each If any of the following events shall occur and be continuing: (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3, 6.5 or 6.6, or Section 7; or (d) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of thirty (30) days; or (e) any Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans) beyond any applicable period of grace, or (ii) default in making any payment of any interest on any such Indebtedness or Contingent Obligation set forth in clause (i) beyond the period of grace, if any, provided in the instrument or agreement under which such obligation was created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligation set forth in clause (i) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness or Contingent Obligation to become due prior to its stated maturity or (in the case of any Contingent Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an "Event of Default"Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $15,000,000 or more; or (i) the non-payment Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of the Secured Obligations debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (includingB) seeking appointment of a receiver, but not limited totrustee, the payment when due custodian, conservator or other similar official for it or for all or any substantial part of any principal and/or accrued but unpaid interest), its assets; or (ii) there shall be commenced against the failure Borrower or any other Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any other Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Debtor to observe or perform any other termacts set forth in clause (i), provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party(ii), or (iii) dissolution above; or termination of existence of(v) the Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or the suspension Borrower or termination any other Loan Party shall make a general assignment for the benefit of operations ofits creditors; or (g) (i) an ERISA Event or Foreign Plan Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the DebtorPBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any seizure, vesting, Loan Party or intervention any of their respective ERISA Affiliates shall have been notified by or under authority the sponsor of a government, by which the management of the Debtor Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is displaced or its authority not contesting such Withdrawal Liability in the conduct of its business is curtailed, a timely and appropriate manner; or (v) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, which could reasonably be expected to result in a Material Adverse Effect; or (h) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving in the attachment aggregate a liability of more than $15,000,000, and all such judgments or restraint decrees shall not have been paid, settled, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release or threatened release by any Loan Party, any of its Subsidiaries or any other Person of any funds or other property of the Debtor which may be in or come Hazardous Substance into the Secured Party's possession indoor or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal processoutdoor environment, or (viB) any representation violation of any Environmental Law or warranty contained hereinany federal, state or local health or safety law or regulation, which, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, either case of clause (A) or (viiB), could reasonably be expected to have a Material Adverse Effect; or (j) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance Loan Documents (including the Guarantee Agreement) shall cease, for any reason, to be in full force and effect or the attachment, levy any Loan Party or seizure any Affiliate of any Collateral,Loan Party shall so assert; (bk) If the guarantee contained in Section 2 of the Guarantee Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or (l) there shall occur any Change of Control; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall have occurred immediately terminate and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to Loans (with accrued interest thereon) and all other rights amounts owing under this Agreement and remedies provided for herein or otherwise available to itthe other Loan Documents (including all amounts of L/C Obligations, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to beneficiaries of the affected Collateralthen outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and also maypayable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (ai) require Debtor towith the consent of the Required Lenders, and Debtor hereby agrees that it willthe Administrative Agent may, at its expense and or upon the request of the Secured Party Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, assemble all or part whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Collateral as directed Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Secured Party Administrative Agent an amount equal to 103% of the aggregate then undrawn and make it available unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or any been fully drawn upon, if any, shall be applied to repay other obligations of the Secured Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations collateral account shall be paid over returned to the Debtor Borrower (or to the person who such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to such balancepay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Administrative Agent on a ratable basis, (B) any fees (other than commitment fees and Letter of Credit fees), expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second to the ratable payment or prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be applied, first, to repay outstanding ABR Loans and then to repay outstanding Eurodollar Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest Periods. The remedies provided order of priority set forth in this paragraph and the related provisions of this Agreement are cumulative set forth solely to determine the rights and not exclusive priorities of any other remedies provided by law includingthe Administrative Agent, without limitationthe Lenders, any rights and the Issuing Lenders as among themselves. The order of setoff available to priority set forth in clause (i) may be changed only with the Secured Partyprior written consent of the Administrative Agent and the order of priority of payments in respect of Letters of Credit may be changed only with the prior written consent of the Issuing Lenders.

Events of Default Remedies. (a) Each If any of the following events shall occur and be continuing: (a) the Borrower shall fail to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, Reimbursement Obligation, any fees hereunder or any other amount payable hereunder or under any other Loan Document within five (5) Business Days after any such interest, fees or other amounts becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document when made which shall be false or misleading in any material respect when made; or (c) any Loan Party shall default in the observance or performance of any covenant contained in Sections 6.3, 6.5 or 6.6, or Section 7; or (d) any Loan Party shall default in the observance or performance of any other covenant contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 8), and such default shall continue unremedied for a period of thirty (30) days; or (e) any Loan Party shall (i) default in making any payment of any principal of any Indebtedness (including any Contingent Obligation, but excluding the Loans) beyond any applicable period of grace, or (ii) default in making any payment of any interest on any such Indebtedness or Contingent Obligation set forth in clause (i) beyond the period of grace, if any, provided in the instrument or agreement under which such obligation was created, or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Contingent Obligation set forth in clause (i) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness or Contingent Obligation (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness or Contingent Obligation to become due prior to its stated maturity or (in the case of any Contingent Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an "Event of Default"Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness or Contingent Obligations the aggregate outstanding principal amount of which is $10,000,000 or more; or (i) the non-payment Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of the Secured Obligations debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (includingB) seeking appointment of a receiver, but not limited totrustee, the payment when due custodian, conservator or other similar official for it or for all or any substantial part of any principal and/or accrued but unpaid interest), its assets; or (ii) there shall be commenced against the failure Borrower or any other Loan Party any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any other Loan Party shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the Debtor to observe or perform any other termacts set forth in clause (i), provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party(ii), or (iii) dissolution above; or termination of existence of(v) the Borrower or any other Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or the suspension Borrower or termination any other Loan Party shall make a general assignment for the benefit of operations ofits creditors; or (g) (i) an ERISA Event or Foreign Plan Event shall have occurred, (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan, (iii) the DebtorPBGC shall institute proceedings to terminate any Pension Plan(s), (iv) any seizure, vesting, Loan Party or intervention any of their respective ERISA Affiliates shall have been notified by or under authority the sponsor of a government, by which the management of the Debtor Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is displaced or its authority not contesting such Withdrawal Liability in the conduct of its business is curtailed, a timely and appropriate manner; or (v) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, which could reasonably be expected to result in a Material Adverse Effect; or (h) one or more final non-appealable judgments or decrees shall be entered against any Loan Party involving in the attachment aggregate a liability of more than $10,000,000, and all such judgments or restraint decrees shall not have been paid, settled, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) any Loan Party shall be found responsible for (A) the release or threatened release by any Loan Party, any of its Subsidiaries or any other Person of any funds Hazardous Substance into the indoor or other property outdoor environment, or (B) any violation of any Environmental Law or any federal, state or local health or safety law or regulation, which, in either case of clause (A) or (B), could reasonably be expected to have a Material Adverse Effect; or (j) any of the Debtor which may Loan Documents (including the Guarantee and Collateral Agreement) shall cease, for any reason, to be in full force and effect or come into the Secured Party's possession any Loan Party or under the Secured Party's controlany Affiliate of any Loan Party shall so assert, or that any Lien created by any of any third party acting for the Secured Party, or Security Documents shall cease to be enforceable and of the same becoming subject at effect and priority as purported to be created thereby; (k) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any time reason, to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, be in the Agreement, the Note full force and effect or any document evidencing the Secured Loan Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction any Affiliate of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,Loan Party shall so assert; or (bl) If there shall occur any Change of Control; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall have occurred immediately terminate and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to Loans (with accrued interest thereon) and all other rights amounts owing under this Agreement and remedies provided for herein or otherwise available to itthe other Loan Documents (including all amounts of L/C Obligations, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to beneficiaries of the affected Collateralthen outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and also maypayable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (ai) require Debtor towith the consent of the Required Lenders, and Debtor hereby agrees that it willthe Administrative Agent may, at its expense and or upon the request of the Secured Party Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Commitments to be terminated forthwith, assemble all or part whereupon the Commitments shall immediately terminate; and (ii) with the consent of the Collateral as directed Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Secured Party Administrative Agent an amount equal to 103% of the aggregate then undrawn and make it available unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or any been fully drawn upon, if any, shall be applied to repay other obligations of the Secured Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations collateral account shall be paid over returned to the Debtor Borrower (or to the person who such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. On and after the occurrence of an Event of Default, the Administrative Agent shall apply all payments in respect of any Obligations in the following order: (i) first, to such balancepay Obligations in respect of (A) any fees, expenses, reimbursements or indemnities then due to the Agents on a ratable basis, (B) any fees (other than commitment fees and Letter of Credit fees), expenses, reimbursements or indemnities then due to the Lenders and Issuing Lenders and (C) to pay commitment fees, Letter of Credit fees and interest due in respect of Loans and Letters of Credit; (ii) second to the ratable payment or prepayment of principal outstanding on Loans and Letters of Credit; and (iii) third, to the ratable payment of all other Obligations. On or after the occurrence of an Event of Default, all principal payments in respect of Loans shall be applied, first, to repay outstanding Swingline Loans, next outstanding ABR Loans and then to repay outstanding Eurodollar Loans, with those that have the earlier expiring Interest Period being repaid prior to those that have later expiring Interest Periods. The remedies provided order of priority set forth in this paragraph and the related provisions of this Agreement are cumulative set forth solely to determine the rights and not exclusive priorities of any other remedies provided by law includingthe Agents, without limitationthe Lenders, any rights and the Issuing Lenders as among themselves. The order of setoff available to priority set forth in clause (i) may be changed only with the Secured Partyprior written consent of the Agents and the order of priority of payments in respect of Letters of Credit may be changed only with the prior written consent of the Issuing Lenders.

Events of Default Remedies. (a) Each of the following events shall be an "“Event of Default" ” (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or Obligations; (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the AgreementTransaction Documents (as defined in the SPA), or this SecurityAgreement, after receipt of notice from the Note, and/or this Security Agreement, and/or any other document executed Secured Party of such failure to observe or perform and delivered by the failure of the Debtor to the Secured Party, cure such non-performance or non-observance within fifteen (15) days after receipt thereof; (iii) dissolution or termination of existence of, or the suspension or termination of operations ofof the Debtor; (iv) the inability of the Debtor, or the Debtor’s admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, (v) the appointment of a receiver of any property of the Debtor, (ivvi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law; (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or ; (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viviii) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt this Security Agreement, shall prove to be materially false when made, ; or (viiix) if an event of default shall occur for whatever reason under the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,Notes. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itthem, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the Debtor; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) days’ notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Party. The Secured Party shall not be obligated to make any sale of 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Security Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each The occurrence of any of the following events with respect to Client or any obligor, maker, endorser, acceptor, surety or guarantor of, or any other party to, any of the Obligations or the Collateral (each and all of whom, including Client, are included in the term "Obligor" as hereinafter used in this Section 4) shall constitute a "default" under this Security Agreement: failure to pay or perform when due any of the Obligations (including without limitation, any breach of the Factoring Agreement or this Security Agreement or any other present or future instrument or agreement with Republic); failure to pay when due any sum payable with respect to any of the Collateral; the occurrence of any default or event of default under or as specified in the Factoring Agreement with respect to the Client or any other Obligor; failure of any Obligor, after demand, to furnish any financial information to Republic or to permit Republic to inspect any books or records of any Obligor; any loss, theft, or substantial damage to or destruction of any or all of the Collateral; any levy, assessment, attachment, seizure, lien or encumbrance for any cause or reason whatsoever, shall be an "Event made upon all or any part of Default" (i) the non-Collateral or any other asset of Client; institution against Client of any criminal proceedings, including without limitation, any criminal proceedings with respect to which forfeiture of any or all of the property of the Client is a penalty provided by law; if, in the judgment of Republic, any impairment occurs in the value of the Collateral or in the financial responsibility of any Obligor or in the prospect of payment or performance of any of the Secured Obligations (including, but not limited to, the payment when due Obligations; or death of any principal and/or accrued but unpaid interest), guarantor or (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or (iii) dissolution revocation or termination of existence of, any guarantee of any or all of the Obligations or the suspension Collateral; or termination of operations ofRepublic, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that and in a commercially reasonable manner, deems itself insecure. Upon the prospect for payment occurrence of any such default, all of the Secured Obligations out shall, without notice or demand, at the election of the Collateral Republic, forthwith become and be immediately due and payable, notwithstanding any time or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of credit allowed under any of the Collateral which casualty is not fully covered by insurance Obligations, or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by instruments evidencing the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Partysame.

Events of Default Remedies. (a) Each Upon the happening of any of the following events shall be an "Event of Default" or conditions and within ten day notice thereof, namely; (ia) default in the non-payment or performance of any of the Secured Obligations (including, but not limited to, the payment when due obligations or of any principal and/or accrued but unpaid interest)covenant contained or referred to herein or in any note evidencing any of the obligations; (b) any warranty, representation or (ii) statement make or furnished to the failure Secured Party by or on behalf of the Debtor in connection with this Agreement proving to observe have been false in material respect when made or perform any other termfurnished, provision (c) substantial amount of sale or condition encumbrance of the Agreement, Collateral as determined in the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to sale or encumbrance of the Collateral as determined in the reasonable discretion of the Secured Party, or the making of any levy, seizure or attachment thereof or thereon, (iiid) dissolution or death, dissolution, termination of existence existence, insolvency, business failure, appointment of a receiver of any part of the Collateral of, assignment for the benefit of creditors by, or the suspension commencement of any proceedings under any bankruptcy or termination insolvency laws by, against or of operations of, Debtor or any guarantor or surety for the Debtor, (iv) any seizure, vesting, thereupon or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal processthereafter (such default not having previously been cured), or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove at its option may declare all obligations that are in default to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred immediately due and be continuing, the Secured Partypayable, subject to any necessary approvals notice required by law or agreement, and shall then have the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC Uniform Commercial Code (whether "UCC"), or not other applicable law, including, without limitation thereto, the UCC applies right to take possession of the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees for that it willpurpose may pursue the Collateral whenever the same may be found and with or without legal process, at its expense and upon request but without a breach of the Secured Party forthwithpeace, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under enter any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from premises where the Collateral may be held by found and take possession thereof and remove the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Partysame.

Events of Default Remedies. (a) Each If any of the following events shall be (each, an "“Event of Default"” and collectively, “Events of Default”) shall occur and be continuing: “ If any of the following events (each, an “Event of Default” and collectively, “Events of Default”) shall occur and be continuing: (a) the Borrower shall fail to make any payment as and when due under the Note; (b) the Borrower shall fail to comply with any of the provisions of Section 7.01(b), (d), (e), (f), (g), (l), (o), (p), (s), (u), (v), (x), (y)(i) – (iii), (y)(vii), (y)(ix) – (xiii), (bb), (cc) and (dd) or Section 7.02; or (c) the Borrower shall fail to perform or otherwise observe and comply with any of its other agreements, obligations or covenants in, or any other provisions of, the Loan Documents (other than that set forth in subparagraphs (a) and (b) above) or any certificate delivered pursuant thereto and such failure continues unremedied for thirty (30) days after giving of notice thereof by the Lender to the Borrower; or (d) any representation or warranty made by any Obligor hereunder or by any Obligor in any of the other Loan Documents shall prove to have been untrue in any material respect on the date when made; or (e) (i) (x) any indebtedness owed by any Obligor to the Lender or its Affiliates or (y) any indebtedness owed by (1) the Borrower to another Person, or (2) by Pangaea, any of Pangaea’s other subsidiaries or any joint venture controlled by Pangaea to another Person having an outstanding principal balance of USD $10,000,000 or more, in each case whether or not such indebtedness now exists or shall hereafter be created, is declared to be due and payable prior to its final maturity date, (ii) any such party fails to pay the principal of or interest on any such indebtedness at its final maturity date, or (iii) any other event shall occur or condition shall exist under any agreement relating to such indebtedness, if the effect of such event or condition is (i) to accelerate, or to permit the acceleration of, the maturity of such indebtedness or any such indebtedness shall be declared to be due and payable, or required to be prepaid, prior to the stated maturity thereof and such declaration is not revoked or rescinded in full, or (ii) could reasonably be expected to have a Material Adverse Effect; or (f) one or more final judgments for the payment of money in the aggregate in excess of USD $1,000,000, in the case of the Borrower, USD $10,000,000 in the case of Pangaea, any of Pangaea’s other subsidiaries or any joint venture controlled by Pangea, or that could reasonably be excepted to have a Material Adverse Effect in the case of any other Obligor, is entered by a court of competent jurisdiction against such party and remains unsatisfied at any one time and such judgment is not covered by insurance and is not effectively stayed and remains undischarged and unbonded for a period of thirty (30) days; or 4841-9325-3354 (g) any Obligor shall (i) apply for or consent to the appointment of or the taking possession by a receiver, trustee, liquidator, assignee, custodian, sequestrator or the like of itself or of its property, (ii) fail generally or admit its inability to pay its debts as they mature, (iii) become insolvent, (iv) make a general assignment for the benefit of creditors, (v) commence a voluntary case under the bankruptcy laws of any jurisdiction, (vi) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any insolvency law or an answer admitting the material allegations of a petition filed against it in any bankruptcy, reorganization or insolvency proceeding or (vii) take corporate or other action for the purpose of effecting any of the foregoing; or (h) an order, judgment, or decree shall be entered in any involuntary case with or without the application, approval or consent of an Obligor, by a court or governmental agency of competent jurisdiction, granting relief under or approving a petition seeking reorganization, or appointing a receiver, trustee, liquidator assignee, custodian, sequestrator or the like of such Obligor or of its property, and such order, judgment or decree shall continue unstayed and in effect for sixty (60) days or more; or (i) any notice shall have been issued by the non-payment Republic of Panama to the effect that the Vessel is subject to deletion from registration or the Certificate of Registry for the Vessel is subject to revocation or cancellation; or (j) for any reason, the Lender fails to hold a duly recorded, first preferred mortgage over the whole of the Vessel; or (k) an event of default shall have occurred and be continuing under the Mortgage, the Time Charter or any of the Secured Obligations other Loan Documents and all grace or cure periods, if any, with respect thereto shall have expired; or (l) any Obligor ceases operations or is dissolved; or (m) the Guaranty shall be rendered or deemed terminated or shall be unenforceable for any reason; or (n) a Change of Control occurs; then, and in each such event, the Lender may (A) by notice to the Borrower, declare the Note, all interest accrued thereon and all other amounts (including, but not limited to, the payment when Prepayment Fee (if any)) payable thereunder and hereunder to be forthwith due and payable, whereupon the Note, all such interest and all such other amounts shall become immediately due and payable, without presentment, demand, protest or further notice of any principal and/or accrued but unpaid interest)kind, or (ii) all of which are hereby expressly waived by the failure Borrower; provided, however, that in the event of the Debtor entry of an order for relief with respect to observe the Borrower under the Bankruptcy Code or perform under any other termsimilar Federal, provision state or condition of the Agreementforeign statute or regulation, the Note, and/or this Security Agreementall accrued interest thereon and all other amounts due thereunder and hereunder shall automatically become due and payable in full, and/or without in each instance having given the Borrower any other document executed notice whatsoever; (B) setoff against and delivered debit any account maintained by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or Borrower with the suspension or termination of operations of, Lender for any sums due the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession Lender hereunder or under the Secured Party's control, or that of any third party acting for Note; (C) immediately proceed against the Secured Party, or of Vessel under the same becoming subject at any time to any mandatory order of court or other legal process, Mortgage; or (viD) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein available under any of the Loan Documents or otherwise available to it, all the right any applicable law. The rights and remedies of the Lender hereunder and under any documents or instruments executed pursuant hereto are cumulative, and recourse to one or more rights or remedies shall not constitute a secured party waiver of the others or an election of remedies. It is mutually agreed that commercial 4841-9325-3354 reasonableness and good faith require the giving of no more than ten (10) Business Days’ prior written notice of the time and place of any public sale of any Collateral or of the time after which any private sale or any other intended disposition thereof is to be made, and at any such public or private sale, subject to limitations of law, the Lender, its agents and/or nominees, may purchase the Collateral. If the net proceeds of any disposition of Collateral exceed the amount then due and owing, whether by acceleration, at maturity or otherwise, or on default demand, such excess will be remitted to the Borrower or whomsoever shall be entitled thereto. The Borrower shall remain liable for any deficiency remaining after disposition of all Collateral. If the Borrower fails to perform or comply with any of their obligations contained herein, the Lender shall have the right, but shall not be obligated, to effect such performance or compliance and the Borrower hereby promises to reimburse the Lender upon demand for such sums so expended, together with interest thereon at the Default Rate for the actual number of days elapsed from date of payment by the Lender to the date on which the Lender receives payment thereof from the Borrower. Failure of the Borrower to pay and promptly discharge the aforesaid debts and obligations shall constitute a separate Event of Default under this Agreement, but the payment of the same by the Lender shall not cure or constitute a waiver of such Event of Default. Upon the occurrence of an Event of Default, all payments received by the Lender from or on behalf of the Borrower shall be applied by the Lender to any installment(s) due and payable under the UCC Note as the Lender, in its sole discretion, may determine, without notice to or consent of Borrower, the Borrower hereby expressly waives (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives ) all rights to make or manifest any binding instruction upon the Lender as to application of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enactedsuch payments other than as herein provided. All cash proceeds received Acceptance by the Secured Party resulting from the disposition Lender of partial payment(s) or collection from the Collateral may be held partial performance by the Secured Party Borrower or by any other third party shall not be construed as collateral for a waiver of any Event of Default, nor shall the Secured Obligations and/or then same affect or at in any time thereafter applied in payment of all or any way impair the rights and remedies of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured PartyLender hereunder.

Events of Default Remedies. (a) Each of the following events shall be an "“Event of Default" ” (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or Obligations; (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the AgreementTransaction Documents (as defined in the SPA), the Note, and/or or this Security Agreement, and/or any other document executed after receipt of notice from the Secured Party of such failure to observe or perform and delivered by the failure of the Debtor to the Secured Party, cure such non-performance or non-observance within fifteen (15) days after receipt thereof; (iii) dissolution or termination of existence of, or the suspension or termination of operations ofof the Debtor; (iv) the inability of the Debtor, or the Debtor’s admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, (v) the appointment of a receiver of any property of the Debtor, (ivvi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law; (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or ; (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viviii) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt this Security Agreement, shall prove to be materially false when made, ; or (viiix) if an event of default shall occur for whatever reason under the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,Notes. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itthem, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the Debtor; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) days’ notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Party. The Secured Party shall not be obligated to make any sale of 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Security Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each of the following events shall be an "“Event of Default" ” (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or due; (ii) the failure of the Debtor to observe or perform any other term, provision or condition term of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed after receipt of notice from the Secured Parties of such failure to observe or perform and delivered by the failure of the Debtor to the Secured Party, cure such non-performance or non-observance within fifteen (15) days after receipt thereof; (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, ; (iv) the inability of the Debtor, or the Debtor’s admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, which proceeding is not dismissed within thirty (30) days after the filing thereof; (v) the appointment of a receiver of any property of the Debtor, which appointment is not terminated within thirty (30) days thereafter; (vi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law; or (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Parties may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itthem, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party Parties forthwith, assemble all or part of the Collateral as directed by the Secured Party Parties and make it available to the Secured Party Parties at a place to be designated by the Secured Party Parties which is reasonably convenient to both partiesTo the Debtor; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Parties may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) business days’ notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Parties may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Parties. The Secured Parties shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Parties 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party Parties resulting from the disposition of or collection from the Collateral may be held by the Secured Party Parties as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party Parties shall elect. The balance of such cash proceeds held by the Secured Party Parties and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Security Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured PartyParties.

Events of Default Remedies. (a) Each of the following events shall be constitute an event of default ("Event of Default" ) hereunder: (i) the non-Pledgor's failure to pay, within 15 days after the date when such payment is due, any payment of principal or interest on the Note; (ii) the Pledgor's failure to observe or perform any covenant or agreement contained in the Note (other than that set forth in clause (i) above) or this Agreement; (iii) if any representation, warranty, certification or statement made by the Pledgor in the Note, this Agreement or in any certificate or other document delivered pursuant to the Note or this Agreement shall prove to have been incorrect in any material respect when made or deemed made; (iv) the insolvency of the Secured Obligations Pledgor; (including, but not limited to, v) the payment when due appointment of a receiver or a trustee of all or part of the Pledgor's property; (vi) an assignment for the benefit of the Pledgor's creditors; (vii) the filing of a petition in bankruptcy by or against the Pledgor; (viii) the commencement of any principal and/or accrued but unpaid interest)proceeding by or against the Pledgor under any bankruptcy or insolvency law or any law relating to the relief of debtors or readjustment of indebtedness; (ix) the appointment of a receiver, custodian, trustee or liquidator for any part of the assets or property of the Pledgor; (iix) the failure of the Debtor Pledgor generally to observe pay his or perform any other term, provision or condition her debts as they become due; and (xi) the failure of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor Pledgee to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of have a government, by which the management of the Debtor is displaced or its authority first priority security interest in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,. (b) If any In case an Event of Default shall have occurred and be continuing, the Secured PartyPledgee shall be entitled to exercise all of the rights, subject to any necessary approvals powers and remedies (whether vested in it by this Agreement, the Bankruptcy Court, Note or by law and including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itwithout limitation, all the right rights and remedies of a secured party on of a debtor in default under the UCC (whether or not Uniform Commercial Code as in force in the UCC applies to State of Colorado) for the affected Collateral) protection and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at enforcement of its expense and upon request rights in respect of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured PartyCollateral.

Events of Default Remedies. (a) Each of the following events shall shall, upon its occurrence, be an "“Event of Default"Default‎”‎: (i) Seller fails to remit any Price Differential, Income, fees, Repurchase Price, escrow payment or any other amount due to Buyer pursuant to the non-payment of terms hereof or any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or other Transaction Document; or (ii) Seller fails to repurchase any Purchased Mortgage Loan at the failure of time and for the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or amount required hereunder; or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viA) any representation or warranty contained herein, made by Seller or Parent in the Agreement, the Note this Agreement or any document evidencing other Transaction Document is untrue, inaccurate or incomplete in any material respect (each such representation or warranty, a “Materially False Representation‎”‎) on or as of the Secured Party Debt shall prove to be materially false date made; provided that if any representation or warranty in Section 9(b) (a “Loan Level Representation‎”‎) was when made, or (vii) the Secured Party believes in good faith has become, a Materially False Representation, then that the prospect for payment of the Secured Obligations out of the Collateral Materially False Representation will not constitute a Default or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any an Event of Default — although such Materially False Representation will cause each affected Purchased Mortgage Loan to cease to be an Eligible Mortgage Loan and Seller shall have occurred be obligated to repurchase it from Buyer promptly after learning from any source of its ineligibility — unless both (1) such Loan Level Representation relates to three (3) or more Purchased Mortgage Loans and be continuing(2) when such Loan Level Representation was made, the Secured Partychief executive officer, subject to any necessary approvals by the Bankruptcy Courtchief financial officer, includingthe president, but not limited to prior relief from the automatic staya vice president or a more senior officer of Seller had actual knowledge that it was being made and that it was untrue, may exercise inaccurate or incomplete in respect of the Collaterala material respect, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies which event such Materially False Representation will constitute an Event of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.Default; or

Events of Default Remedies. (a) Each of the following events shall be an "Event of Default" EVENT OF DEFAULT" (i) --------------- the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or Obligations; (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the AgreementSPA, the NoteNotes, and/or the Warrants (as defined in the SPA), or this Security Agreement, and/or any other document executed after receipt of notice from the Secured Party of such failure to observe or perform and delivered by the failure of the Debtor to the Secured Party, cure such non-performance or non-observance within fifteen (15) days after receipt thereof; (iii) dissolution or termination of existence of, or the suspension or termination of operations ofof the Debtor; (iv) the inability of the Debtor, or the Debtor's admission that it is unable, to pay its debts as they become due or any petition in bankruptcy is filed by or against the Debtor, or any proceeding in bankruptcy, or under any other laws of any jurisdiction relating to the relief of debtors is commenced against the Debtor for the relief or readjustment of any indebtedness of the Debtor, either through reorganization, composition, extension or otherwise, (v) the appointment of a receiver of any property of the Debtor, (ivvi) the making by the Debtor of any assignment for the benefit of creditors or the taking advantage of any insolvency law; (vii) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, ; or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (viviii) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt this Security Agreement, shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,. (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, Party may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to itthem, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the Debtor; (b) without notice or demand or legal process, enter upon any premises of Debtor and take possession of the Collateral; and (c) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at such time or times, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Debtor agrees that, to the extent notice of sale shall be required by law, at least two (2) days' notice to Debtor 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. At any sale of the Collateral, if permitted by law, the Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for the purchase of the Collateral or any portion thereof for the account of the Secured Party. The Secured Party shall not be obligated to make any sale of 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. To the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Security Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Party.

Events of Default Remedies. (a) Each 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, and such failure or neglect either (i) the non-payment of any of the Secured Obligations (includingcannot be remedied, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or (ii) the failure can be remedied within fifteen (15) days by prompt and diligent action, but it continues unremedied for a period of the Debtor fifteen (15) days after notice thereof to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured PartyDebtor, or (iii) dissolution can be remedied, although not within fifteen (15) days even by prompt and diligent action, but such remedy is not commenced within fifteen (15) days after notice thereof to Debtor or termination is not diligently prosecuted to completion within a total of existence forty-five (45) days from the date of such notice. (b) Any warranty, representation or statement contained in this Agreement that shall be or shall prove to have been false when made or furnished. (c) Any levy or execution upon, or judicial seizure of, any portion of the Collateral or any other collateral or security for the Obligation. (e) The institution of any legal action or proceedings to enforce any lien or encumbrance upon any portion of the Collateral or any other collateral or security for the Obligation, that is not dismissed within sixty (60) days after its institution. (f) The abandonment by Debtor of all or any part of the Collateral. (g) The loss, theft or destruction of, or any substantial damage to, any portion of the suspension Collateral or termination any other collateral or security for the Obligation, that is not adequately covered by insurance. (h) The occurrence of operations ofany event of default under the Credit 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) 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 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. (ivc) 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 seizuredepreciation, vestingloss, damage or intervention by or under authority of a government, by which injury to the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds 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) any surplus thereafter remaining shall be paid to Debtor which or any other person that may be legally entitled thereto. In the event of a deficiency between such net proceeds from the sale of the Collateral and the total amount of the Obligation, Debtor, upon demand, shall promptly pay the amount of such deficiency to Secured Party. 8.3 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 or come into the enforcement of Secured Party's possession rights and remedies hereunder. 8.4 Any demand or under the Secured Party's controlnotice of sale, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court disposition or other legal processintended 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 (vi10) any representation days prior to such sale, disposition or warranty contained hereinother intended action, in the Agreementmanner provided herein for the giving of notices. 8.5 Debtor shall pay all costs and expenses, the Note or any document evidencing the including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party Debt shall prove to be materially false when made, in enforcing payment and performance of the Obligation or (vii) in exercising the rights and remedies of Secured Party believes in good faith that 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 prospect for payment of Obligation. In the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction event of any court proceedings, court costs and attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party. 8.6 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the Collateral which casualty is not fully covered by insurance or rights and remedies afforded a secured party under the attachment, levy or seizure 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 Collateral, (b) If of its rights hereunder arising upon any Event of Default shall have occurred and be continuing, construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party, subject Party in exercising any such rights shall be construed to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief preclude it from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or thereof at any time thereafter applied in 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 all or any of the Secured Obligations in such order as the Obligation after its due date, Secured Party shall elect. The balance not thereby waive the agreement contained herein that time is of such cash proceeds held by the essence, nor shall Secured Party and remaining after waive either its right to require prompt payment in full or performance when due of the Secured Obligations shall be paid over remainder of the Obligation or its right to consider the Debtor failure to so pay or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive perform an Event of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured PartyDefault.

Events of Default Remedies. (a) Each Any of the following events foregoing shall be constitute an "Event of Default": (i) If Distributor (A) fails to make any payment due to the non-payment of Contractors and/or any of their respective Affiliates including, but not limited to, ____, on the Secured Obligations date due, or (B) fails in any respect to perform any of its other agreements covenants and/or obligations hereunder and/or in any other Transaction Document and such failure continues unremedied for a period of three (3) business days following Contractor notice thereof, or (C) has made a representation and/or warranty which proves to be false or breaches a representation and/or warranty made hereunder or in any other Transaction Document, or (D) files (or has filed against it) a petition (or otherwise initiates proceedings) for bankruptcy, reorganization, receivership or other proceedings for the protection of debtors, or (E) fails to make any payment due to any third party on or before the due date therefor if the failure to make such payment gives rise to or creates (or if unremedied would give rise to or create) a Lien upon any Products or otherwise restricts and/or limits Contractors’ sale or disposition of the Products or any of them, or (F) has a judgment rendered against it in excess of $50,000, or (G) defaults or any event of default occurs with regard to any material agreement with any third party (or with the passage of time and/or the giving of notice, an event of default or a default would occur). (ii) Without waiving or limiting any of Contractors’ other rights and/or other remedies in an Event of a Default and in addition to Contractors’ other rights and remedies (including, but not limited to, the payment when due its right of any principal and/or accrued but unpaid interestset-off pursuant to Section 10(b) hereof), or (ii) the failure of the Debtor pursuant to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, Agreement and/or any other document executed and delivered by Debtor to Transaction Document, upon the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint occurrence of any funds Event of Default, Distributor shall be liable for immediate payment to Contractors of all amounts due or to become due to Contractors hereunder, including, without limitation, Contractors’ Expenses, Contractors’ Deal Fees the Commitment Fee as well as all Exchange Notes, Distributor’s Notes, and/or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of Notes owned by any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, Contractors and/or their respective Affiliates including, but not limited to, ____. Contractors shall further be entitled to prior relief reimbursement for all of its costs of collection, whether or not suit has been filed or judgment entered, including, without limitation, reasonable attorneys' fees and expenses as and when occurred. All amounts owed to Contractors pursuant to this Section 16(c) shall carry interest at the rate of 2% per thirty (30) days (or pro-rata if any period is for less than thirty (30) days) (compounding daily) from the automatic stay, may exercise in respect date of the CollateralEvent of Default, or, in addition the case of Contractors’ costs of collection, from the date such costs are incurred through and including the date all funds owed to all other rights the Contractors are paid and remedies received by Contractors in immediately available funds by wire transfer pursuant to wiring instructions provided for herein or otherwise available by Contractor to itDistributor. (iii) In the Event of Default by Distributor, Contractor shall further be entitled to exercise all the right rights and remedies of a secured party on default under the UCC (whether Uniform Commercial Code as in effect in New York or not as otherwise provided under the UCC applies Security Agreement. The proceeds of any amount recovered by Contractor shall be applied, first, to the affected Collateral) payment of Contractors’ reasonable costs and also may: (a) require Debtor toexpenses in connection with the enforcement of Contractors’ rights and remedies hereunder; second, toward the payment or satisfaction of all amounts owing Contractor hereunder and/or in any other Transaction Document, including interest thereon; and Debtor hereby agrees that it willthird, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place any surplus to be designated by paid to Distributor or as a court of competent jurisdiction may direct. In the Secured Party which is reasonably convenient to both partiesTo case of a deficiency, Distributor shall remain liable for such deficiency after such sale, with interest at the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff available to the Secured Partyrate herein provided.

Events of Default Remedies. (a) Each of the following events shall be an "Event of Default" (i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral, (b) If any Event of Default shall have occurred occur and be continuing, the Secured PartyBeneficiary may (or, subject to any necessary approvals the extent permitted or required by applicable law, acting by and through the Bankruptcy CourtTrustee, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateralmay), in addition to and without impairing or otherwise affecting any other rights, remedies, powers and privileges of or available to the Beneficiary (or the Trustee, if required by applicable law or requested by the Beneficiary) under this Deed of Trust, any other Loan Document or other agreement, any applicable laws now or hereafter in effect, in equity or otherwise, immediately exercise any and all rights, powers and remedies under this Deed of Trust, the other Loan Documents, and applicable law, and take any other action personally or by or through its representatives, attorneys and agents, without any notice or demand (all of which are hereby waived), as it deems necessary or advisable to protect and enforce its rights and remedies provided for herein or otherwise available against the Grantor and in, to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor toProperty, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, Debtor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter enacted. All cash proceeds received by the Secured Party resulting from the disposition of or collection from the Collateral may be held by the Secured Party as collateral for the Secured Obligations and/or then or at any time thereafter applied in payment of all or any of the Secured Obligations in such order as the Secured Party shall elect. The balance of such cash proceeds held by the Secured Party and remaining after payment in full of the Secured Obligations shall be paid over to the Debtor or to the person who may be lawfully entitled to such balance. The remedies provided in this Agreement are cumulative and not exclusive of any other remedies provided by law including, without limitation, any rights of setoff the following actions, each of which shall be cumulative and may be pursued concurrently, successively, separately or otherwise, at such time and in such order and manner as the Beneficiary (or the Trustee, if required by applicable law or requested by the Beneficiary) may determine in its or their sole discretion, without impairing or otherwise affecting any other rights, remedies, powers and privileges of or available to the Beneficiary, any other Secured PartyParty or the Trustee under this Deed of Trust, any other Loan Document, any other agreement, any applicable laws now or hereafter in effect, in equity or otherwise: (a) Subject to Section 7.01 of the Credit Agreement, declare all of the Obligations (including the entire principal balance thereof, all accrued and unpaid interest and any premium thereon and all other such sums secured hereby) to be immediately due and payable, and upon any such declaration all of the Obligations shall become and be immediately due and payable, without presentment, demand, protest, notice of acceleration, notice of intent to accelerate, or further notice of any kind, all of which are hereby expressly waived by the Grantor; or (b) Institute a proceeding or proceedings for the complete or partial foreclosure of this Deed of Trust under the power of sale hereunder or under any applicable law; or (c) To the extent permitted by applicable law, sell the Property, and all estate, right, title, interest, claim and demand of the Grantor therein, and all rights of redemption thereof, at one or more sales, as an entirety or in parcels, with such elements of real and/or personal property (and, to the extent permitted by applicable law, may elect to deem all of the Property to be real property for purposes thereof), and at such time and place and upon such terms as it may deem expedient, or as may be required by applicable law, and in the event of a sale, by foreclosure or otherwise, of less than all of the Property, this Deed of Trust shall continue as a Lien and security interest on the remaining portion of the Property; or (d) Institute an action, suit or proceeding for the specific performance of any of the provisions contained in this Deed of Trust or any other Loan Document; or (e) Xxx and recover a judgment on the Obligations or any part thereof; or (f) Apply for the appointment of a receiver, custodian, trustee, liquidator or conservator of the Property, to be invested with the fullest powers permitted under applicable law, as a matter of right and without regard to or the necessity to disprove the adequacy of the security for the Obligations or the solvency of the Grantor or any other Person liable for the payment of the Obligations, and the Grantor and each other Person so liable waives or shall be deemed to have waived such necessity and consents or shall be deemed to have consented to such appointment; or (g) Enter upon the Property, and exclude the Grantor and its managers, employees, contractors, agents and other representatives therefrom, without liability for trespass, damages or otherwise, and take possession of all other Property and all books, records and accounts relating thereto, and the Grantor agrees to surrender possession of the Property and of such books, records and accounts to the Trustee or the Beneficiary on demand after the occurrence of any Event of Default; and having and holding the same, the Person exercising the rights under this clause may use, operate, manage, preserve, control and otherwise deal therewith and conduct the business thereof, either personally or by its managers, employees, contractors, agents and other representatives, without interference from the Grantor or any of its managers, employees, contractors, agents and other representatives; and upon each such entry and from time to time thereafter may, at the expense of the Grantor and the Property, without interference by the Grantor or any of its managers, employees, contractors, agents and other representatives, the Person exercising the rights under this clause may, as such Person deems appropriate and without any obligation to so act, (i) either by purchase, repair or construction, maintain and restore the Property, (ii) insure or reinsure the same, (iii) make all necessary or proper repairs, renewals, replacements, alterations, additions, betterments and improvements thereto and thereon, (iv) complete the construction of any of the Improvements and, in the course of such completion, make such changes in the contemplated or completed Improvements as it may deem advisable, and (v) exercise all rights and powers of the Grantor with respect to the Property, either in the Grantor's name or otherwise, including the right to make, cancel, enforce or modify Leases, obtain and evict tenants and subtenants on such terms as it shall deem advisable; and the Person exercising the rights under this clause shall not be liable to account for any action taken hereunder and shall not be liable for any loss sustained by the Grantor resulting from any failure to let the Property or from any other act or omission of such Person; or (h) With or without entry upon or taking possession of the Property, in the name of the Beneficiary or the Trustee (as required by law and whichever Person is exercising rights under this clause) or, at such Persons' option, in the name of the Grantor, collect and receive all earnings, revenues, royalties, Rents, issues, profits, income, proceeds and cash collateral arising or derived from or in connection with any of the Property, and after deducting therefrom all fees, costs and expenses of every kind or character incurred by the Trustee or the Beneficiary (or Trustee) in collecting and receiving the same and in using, operating, managing, repairing, preserving and controlling the Property, and otherwise in exercising the Trustee's or the Beneficiary's rights under this Section, including, without limitation, all amounts necessary to pay Impositions, insurance premiums and other charges in connection with the Property, as well as compensation for the services of the Trustee, the Beneficiary and their respective managers, employees, attorneys, contractors, agents or other representatives, apply the remainder as provided in Section 6.05; or (i) Release any portion of the Property for such consideration as the Trustee or the Beneficiary may require without, as to the remainder of the Property, in any way impairing or affecting the Lien or priority of this Deed of Trust, or improving the position of any subordinate lienholder with respect thereto, except to the extent that the Obligations shall have been reduced by the actual monetary consideration, if any, received by the Trustee or the Beneficiary for such release, and may accept by assignment, pledge or otherwise any other property in place thereof as the Trustee or the Beneficiary may require without being accountable for so doing to any other Lien; or (j) Take any actions permitted under the UCC; or (k) Exercise any statutory or common law power of sale; or (l) Take any other action, or pursue any other right or remedy, as the Trustee, the Beneficiary and/or the Secured Parties may have under applicable law.