Common use of Events of Default Remedies Clause in Contracts

Events of Default Remedies. Upon the occurrence of an event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon default under applicable law.

Events of Default Remedies. (a) Upon the occurrence and during the continuance of an event Event of defaultDefault, Pledgee maythe Lender may exercise all rights with respect to any of the Pledged Collateral, without notice to the proceeds thereof, and any other property or demand on money held by the Pledgors and in addition to Lender hereunder, all rights and remedies available to Pledgee, at it under law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all votingthose given, consensual and other rights and powers with respect allowed or permitted to any Pledged Collateral; (i) Exercise any a secured party by or under the UCC, and all rights as beneficial and legal owner remedies provided for herein. (b) Without limiting the foregoing, in the event that the Lender elects to sell all or any part of the Pledged Stock (such term including, for purposes of this Section 9, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), includingthe Lender shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver all or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Lender deems to be satisfactory (and if permitted by law, the Lender or its nominee may become the purchaser at any such sale). Notice of any public sale shall be sufficient if it is published at least once not less than ten (10) days prior to the date of sale in any newspaper then being circulated in the City of New York, New York as the Lender may elect. The Lender shall give written notice of a public sale to the Pledgor. All requirements of reasonable notice under this Section 9 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Pledgor at its address set forth in Section 16 hereto or such other address as the Pledgor may have, in writing, provided to the Lender. The Lender may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without limitationbeing required to give a new notice of sale. The Pledgor further recognizes and agrees that if the Pledged Stock, perfecting assignment or a portion thereof, threatens to decline speedily in value or is of and exercising a type customarily sold on a recognized market, the Pledgor shall not be entitled to any prior notice of sale or other intended disposition. The Pledgor agrees that, in connection with any sale or other disposition of the Pledged Stock, the Lender may, at Lender’s option, disclaim any and all voting, consensual warranties regarding the Pledged Stock and other rights and powers with respect to that any Pledged Collateral; andsuch disclaimer shall constitute commercially reasonable conduct on the part of Lender. (jc) All Because federal and state securities laws may restrict the rights methods of disposition of the Pledged Stock which are readily available to the Lender, and remedies specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act of 1933, as amended, or under applicable Blue Sky or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Lender may from time to time attempt to sell all or any part of the Pledged Stock by means of a secured party upon default private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Lender deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution, and the Lender’s acceptance of the highest offer obtained therefrom shall be deemed to be a commercially reasonable disposition of the Pledged Stock. The Pledgor agrees that any such private placement may be at prices and on terms less favorable to the Lender or the seller than if sold at public sales, and therefore recognizes and confirms that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were made privately. The Pledgor agrees that the Lender has no obligation to delay the sale of any such securities for the period of time necessary to permit any Issuer to register such securities for public sale under the Securities Act. The Pledgor further agrees to use all reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 9(c) valid and binding and in compliance with any and all other applicable law. The Lender or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Lender shall not be obligated to make any such sale pursuant to notice (other than notice to the Pledgor in the manner described in Section 9(b) hereof) and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Lender upon credit or for future delivery, the Lender shall not be liable for the failure of the purchaser to pay for the same and, in such event, the Lender may resell such Pledged Stock and the Pledgor shall continue to be liable to the Lender for the full amount of the Obligations to the extent the Lender does not receive full and final payment in cash therefor. (d) The Lender shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon.

Events of Default Remedies. 7.1 The occurrence of any Event of Default under the Loan Agreement shall constitute and is hereby defined to be an "Event of Default." 7.2 Upon the occurrence of an event any Event of defaultDefault and at any time while such Event of Default is continuing, Pledgee may, without notice to or demand on Secured Party shall have the Pledgors and in addition to all following rights and remedies available to Pledgee, at law, in equity and may do one or otherwise, do any more of the following: (a) Require Declare all or any part of the Pledgors Obligation to be immediately pay due and payable, and the same, with all outstanding unpaid amounts due under the Consulting Services Agreementcosts and charges, shall be collectible thereupon by action at law; (b) Foreclose Transfer the Pledged Securities or otherwise enforce Pledgee’s security interest in any manner permitted by law part thereof into its own name or provided for in this Agreementthat of its nominee so that Secured Party or its nominee may appear of record as the sole owner thereof; (c) Sell Vote any or transfer all of the rights or Pledged Securities and give all consents, waivers and ratifications in respect thereof and otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at acting with respect thereto as though it were the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determineabsolute owner thereof; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of conversion, exchange, subscription, or any other rights, privileges or options pertaining to any of the Pledged Collateral, Securities including, without limitationbut not limited to, perfecting assignment the right to exchange, at its discretion, any or all of and exercising the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Company or upon the exercise by Pledgor or Secured Party of any and all votingright, consensual and other rights and powers with respect privilege or option pertaining to any of the shares of the Pledged CollateralSecurities, and in connection therewith to deposit and deliver such shares of Pledged Securities with any committee, depository, transfer agent, registrar or any other agency upon such terms as Secured Party may determine without liability except to account for the property actually received by it; (ie) Exercise Receive and retain any and all rights as beneficial and legal owner dividend or other distribution on account of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged CollateralSecurities; and (jf) All Sell any or all of the Pledged Securities in accordance with the provisions hereof; but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. Pledgor waives all rights to be advised or to receive any notices, statements or communications received by Secured Party or its nominee as the record owner of all or any of the Pledged Securities. Any cash received and remedies retained by Secured Party as additional collateral hereunder may be applied to payment in the manner provided in Subparagraph 7.3(c) below. 7.3 In connection with Secured Party's right to sell any or all of a secured party the Pledged Securities, upon default under applicable law.the occurrence of any Event of Default and at any time while such Event of Default is continuing:

Events of Default Remedies. (a) Upon the occurrence and during the continuance of an event a Default the Collateral Agent shall have all of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted provided by law or provided for in and/or by this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or Pledge Agreement and/or by any other place or placesCollateral Document, whether or including but not such Pledged Collateral is present at the place limited to all of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party under the UCC. The Pledgor hereby authorizes the Collateral Agent to sell all or any part of the Collateral at public or private sale and to apply the proceeds of such sale to the reasonable costs and expenses thereof (including the reasonable attorneys' fees and disbursements incurred by the Collateral Agent) and then to the payment of the other Subject Obligations in the order determined by the Intercreditor Agreement. Any requirement of reasonable notice shall be met if the Collateral Agent sends such notice to the Pledgor, by registered or certified mail, at least 5 Business Days prior to the date of sale, disposition or other event giving rise to the required notice. The Collateral Agent or any Creditor may be the purchaser at any such sale. The Pledgor expressly authorizes such sale or sales of the Collateral in advance of and to the exclusion of any sale or sales of or other realization upon default any other collateral securing indebtedness or other obligations owed to the Creditors. The Collateral Agent shall be under no obligation to preserve rights against prior parties. (b) The Pledgor hereby waives as to the Collateral Agent and the Creditors any right of subrogation or marshalling of the Collateral and other collateral or security (other than the Collateral) for indebtedness or other obligations owed to the Collateral Agent and the Creditors until the Subject Obligations have been indefeasibly paid in full and all commitments or other obligations of any of the Creditors to make loans or other advances under any of the Financing Agreements have expired or been terminated. To this end, the Pledgor hereby expressly agrees that any such other collateral or security (other than the Collateral) of the Pledgor or any other party which the Collateral Agent or any Creditor may hold, or which may come to any of their possession, may be dealt with in all respects and particulars as though this Pledge Agreement were not in existence. The Pledgor agrees and acknowledges that because of applicable securities laws, the Collateral Agent may not be able to effect a public sale of the Collateral and sales at a private sale may be on terms less favorable than if such securities were sold at a public sale and may be at a price less favorable than a public sale. The Pledgor agrees that all such private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit the Pledgor or the issuer of the Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable lawstate securities laws, even if the Pledgor and the issuer would agree to do so. (c) The Pledgor irrevocably designates, makes, constitutes and appoints the Collateral Agent (and all persons designated by the Collateral Agent) as its true and lawful attorney (and agent-in-fact) and the Collateral Agent, or the Collateral Agent's agent, may, upon and after a Default hereunder which has not been waived, with notice to the Pledgor if the Subject Obligations have not been accelerated and without notice if the Subject Obligations have been accelerated, take any action as the Collateral Agent reasonably deems necessary under the circumstances to enforce or otherwise take action in respect to the Collateral as required hereby, or to carry out any other obligation or duty of the Pledgor under this Pledge Agreement. The Pledgor shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by the Collateral Agent in connection with such action. (d) Upon the request of the Collateral Agent after the occurrence and during the continuance of a Default, the Pledgor will furnish to the Collateral Agent, or cause an issuer of Pledged Equity Interests to furnish to the Collateral Agent, any information regarding the Collateral in such detail as the Collateral Agent may specify and will take, or cause (if within its control and, if not within its control, use commercially reasonably efforts to cause) an issuer of Pledged Equity Interests to take, any and all reasonable actions necessary to register or qualify the Pledged Equity Interests to enable the Collateral Agent to consummate a public sale or other disposition of the Collateral. (e) The proceeds of the Collateral shall be applied by the Collateral Agent to the payment of the Subject Obligations in the order required by the Intercreditor Agreement.

Events of Default Remedies. Upon the occurrence of an event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s 's security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s 's place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon default under applicable law.

Events of Default Remedies. Upon the occurrence 21.1 “Events of an event Default” by Tenant. The happening of default, Pledgee may, without notice to any one or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any more of the followingfollowing listed events (each an “Event of Default”) will constitute a breach of this lease by Tenant: (a) Require the Pledgors The failure of Tenant to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business rent or any other place or placessums of money due hereunder within 3 days after notice; for purposes of this Lease, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and any statutory notice given by Landlord to Tenant in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof accordance with or without notice or process of applicable law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment any statutory 3-day notice, will suffice for the notice referred to above in this Subparagraph (a); (b) The taking of the leasehold on execution or other process of law in any action against Tenant; (c) The failure of Tenant to accept the Premises, to promptly move into, to take possession of, and exercising to operate its business on the Premises when the Premises are substantially complete, or if Tenant ceases to do business in, abandons or vacates any substantial portion of the Premises; (d) Tenant becoming insolvent or unable to pay its debts as they become due, or Tenant’s notification to Landlord that it anticipates either condition; (e) Tenant taking any action to, or notifying Landlord that Tenant intends to, file a petition under the Bankruptcy Code (Title 11 of the United States Code) as amended, or any similar law or statute of the United States, or any state; or, the filing of a petition against Tenant under any such statute or law, or, any other creditor of Tenant notifying Landlord that it knows such a petition will be filed; or Tenant’s notification to Landlord that it expects such a petition to be filed; (f) The appointment of a receiver or trustee for Tenant’s leasehold interest in the Premises or for all or a substantial part of the assets of Tenant; (g) Breach of any of the provisions of Paragraph 14 (Assignment and all votingSubletting); (h) The default of any guarantor under any guaranty of this Lease, consensual and the attempted repudiation or revocation of any such guaranty, or the participation by any such guarantor in any other rights and powers with respect event described in this Paragraph 21.1 (as if this Paragraph 21.1 referred to any Pledged Collateralsuch guarantor in place of Tenant); (i) Exercise Tenant fails to provide any estoppel certificate, documentation regarding the subordination of this Lease or financial reports after Landlord’s written request therefor pursuant to Xxxxxxxxx 00, Xxxxxxxxx 25, and all rights as beneficial Paragraph 34.23 respectively, and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect such failure shall continue for five days after Landlord’s second written notice thereof to any Pledged Collateral; andTenant; (j) All Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s or construction lien filed against the rights and remedies Premises or the Building for any work actually or allegedly performed, materials actually or allegedly furnished, or obligation incurred by or at the request of a secured party Tenant Party, within the time and in the manner required by Paragraph 15; (k) Tenant or any agent of Tenant falsified any report or misrepresents other information required to be furnished to Landlord pursuant to this Lease; (l) Tenant fails to cure immediately upon notice thereof any condition which is hazardous, interferes with another tenant or the operation or leasing of the Property, or may cause the imposition of a fine, penalty or other remedy on Landlord or its agents or affiliates; (m) Any other event, act or omissions which any other provision of this Lease identifies as an Event of Default; or (n) The failure of Tenant to comply with any other provision of this Lease or any other agreement between Landlord and Tenant (including the Work Letter; all of which terms, provisions, and covenants will be deemed material) within 30 days after notice if such failure consists of something other than a failure to pay money (unless the default under involves a hazardous condition, which must be cured forthwith), but if such failure cannot be cured within such 30-day period and does not involve a hazardous condition, and if Tenant commences to cure the same within such 30-day period and continues to use diligent efforts to cure such failure, then such 30-day grace period will be extended for an additional 60 days, such that the maximum grace period is 90 days; for purposes of this Lease, any statutory notice given by Landlord to Tenant in accordance with applicable lawlaw will suffice for the notice referred to above in this Subparagraph.

Events of Default Remedies. Upon If an Event of Default shall occur and be continuing, the occurrence principal of an event all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. As provided in and subject to the provisions of defaultthe Indenture, Pledgee maythe Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, without unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in principal amount of the Securities at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it and the Trustee shall not have received from the Holders of a majority in principal amount of the Securities at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 90 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or demand any premium or interest hereon on or after the Pledgors respective due dates expressed herein (or, in the case of redemption, on or after the date of redemption). No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in addition the coin or currency, herein prescribed. REGISTRATION OF TRANSFER; EXCHANGE As provided in the Indenture and subject to all rights and remedies available to Pledgeecertain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at law, in equity the office or otherwise, do any agency of the following: (a) Require Issuer in the Pledgors Borough of Manhattan, The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose Issuer and the Security Registrar duly executed by, the Holder hereof or otherwise enforce Pledgee’s security interest his attorney duly authorized in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at writing, and thereupon one or more public new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or private sales at Pledgee’s place transferees. The Securities are issuable only in registered form without coupons in denominations of business or $1,000 and any other place or placesintegral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, whether or not such Pledged Collateral is present at the place Securities are exchangeable for a like aggregate principal amount of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies Securities of a secured party upon default under applicable lawdifferent authorized denomination, as requested by the Holder surrendering the same.

Events of Default Remedies. Upon the occurrence If any Event of an event of default, Pledgee may, without notice to or demand on the Pledgors Default shall have occurred and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the followingbe continuing: (a) Require the Pledgors Administrative Agent shall have, and in its discretion may exercise, the rights and remedies with respect to immediately pay all outstanding unpaid amounts due under this Agreement as more particularly provided herein or in the Consulting Services Facility Agreement; (b) Foreclose the Administrative Agent may (but shall not be obligated to), without notice to the Debtor and at such times as the Administrative Agent in its sole discretion may determine, exercise any or otherwise enforce Pledgeeall of Debtor’s security interest rights in, to and under, or in any manner permitted by law or provided for in this Agreement; way connected to, the Collateral and the Administrative Agent shall otherwise have and may (cbut shall not be obligated to) Sell or transfer exercise all of the rights or otherwise dispose rights, powers, privileges and remedies with respect to the Collateral of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, a secured party under the UCC (whether or not said UCC is in effect in the jurisdiction where the rights, powers, privileges and remedies are asserted) and such Pledged Collateral additional rights, powers, privileges and remedies to which a secured party is present at entitled under the place of salelaws in effect in any jurisdiction where any rights, for cash or credit or future deliverypowers, on such terms privileges and in such manner as Pledgee remedies hereunder may determine; (d) Terminate this Agreement pursuant be asserted, including the right, to Section 11. (e) Personallythe maximum extent permitted by applicable law, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and the Debtor agrees to take all such action as may be appropriate to give effect to such right); (c) the Administrative Agent may (but shall not be obligated to) sell, assign or dispose of all or any part of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Administrative Agent, any other Secured Party or any of their respective agents at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof except such notice as is required by applicable law and cannot be waived. If, pursuant to applicable law, prior notice of sale of the Collateral under this Section is required to be given to the Debtor, the Debtor hereby acknowledges that the minimum time required by such applicable law, or if no minimum time is specified, 10 days, shall be deemed a reasonable notice period. The Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the maximum extent permitted by applicable law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Debtor, any such demand, notice and right or equity being hereby expressly waived and released to the maximum extent permitted by applicable law. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Collateral may be sold in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Administrative Agent, at the Administrative Agent’s place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms as the Administrative Agent shall deem appropriate in its reasonable discretion. The Administrative Agent may, in its reasonable discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable law. Upon any public or private sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Administrative Agent shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all of any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the full selling price is paid by the purchaser thereof, but neither the Administrative Agent nor any Secured Party shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be sold pursuant to the provisions hereof. All cash proceeds of any such sale, and any other realization upon all or any part of the Collateral may, in the sole discretion of the Administrative Agent, be held by the Administrative Agent as collateral for or applied then or at any time thereafter, in whole or in part, by the Administrative Agent for the benefit of the Secured Parties to the payment and satisfaction of the Secured Obligations in accordance with Section 6.04; (d) the Administrative Agent may cause any action at law or suit in equity or other proceeding to be instituted and prosecuted to enforce any rights vested in it by this Agreement or by law or included in the Collateral, subject to the provisions and powers requirements hereof and thereof, or to aid in the exercise of any power herein or therein granted, or for any foreclosure hereunder and sale under a judgment or decree in any judicial proceeding; and (e) the Administrative Agent may secure the appointment of a receiver for the Collateral or any part thereof. The Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Administrative Agent may be compelled, subject to the notice provision provided for in paragraph (c) of this Section 6.01, with respect to any Pledged Collateral; (i) Exercise sale of all or any and all rights as beneficial and legal owner part of the Pledged CollateralCollateral constituting a security (as such term is defined in the Securities Act of 1933), includingto limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the Administrative Agent than those obtainable through a public sale without limitationsuch restrictions, perfecting assignment and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Administrative Agent shall have no obligation to engage in public sales and no obligation to delay the sale of and exercising any and all voting, consensual and other rights and powers with respect Collateral for the period of time necessary to any Pledged Collateral; and (j) All permit the rights and remedies of a secured party upon default under applicable lawDebtor or the issuer thereof to register it for public sale.

Events of Default Remedies. The occurrence of each of the following events shall constitute an Event of Default under this Pledge Agreement ("EVENT OF DEFAULT"): (a) The occurrence of any "Event of Default" (as such term is defined in the Note) and the acceleration of the maturity of the Note by Lender. (b) Maturity of the Note by reason of the passage of time and the failure of Pledgor to pay the entire unpaid balance of the Note within ten days of such maturity. (c) Breach or default by Pledgor of any of the terms of this Pledge Agreement, which breach or default has continued for more than thirty (30) days after written notice from Lender. Upon the occurrence and during the continuance of an Event of Default, and following ten (10) days' prior written notice, Lender may, itself or through one or more nominees, at its option: (i) exercise all rights and remedies of a pledgee and secured party allowed by applicable law and this Pledge Agreement; (ii) cause the Stock Collateral and other securities included in the Collateral to be registered in the name of Lender or its nominee or cause new certificates evidencing the Stock Collateral and such other securities to be issued; (iii) exercise all voting and corporate rights at any meeting of any Issuer, or otherwise, and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Stock Collateral as if it were the absolute owner thereof; and (iv) demand, collect, receive, settle, compromise, adjust, sue xxx, foreclose or realize upon any of the Collateral, as Lender reasonably may determine, and may receive, open and dispose of mail addressed to Pledgor and endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the name of Pledgor, as its attorney-in-fact. Further, Lender may, without demand and without advertisement, notice or legal process of any kind (except as may be required by law), all of which Pledgor waives, at any time or times (i) apply any cash dividends received by Lender pursuant to Paragraph 3 of this Pledge Agreement to the Indebtedness in accordance with this Paragraph 7, and (ii) if following such application there remains outstanding any Indebtedness, sell the remaining Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as Lender reasonably shall deem appropriate. Lender shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Lender shall comply with all applicable federal and state securities laws in connection with any such sale. Each such purchaser at any such sale shall hold the property sold absolutely and free from any claim or right of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which Pledgor now has or may have at any time in the future under any rule of law or statute now existing or hereafter enacted. The proceeds realized from the sale of any Collateral shall be applied first to the reasonable costs, expenses and attorneys' fees and expenses incurred by Lender for collection and for acquisition, completion, protection, removal, sale and delivery of the Collateral; and second to the remainder of the Indebtedness and applied in such amounts and in such manner as Lender may determine in its sole discretion. If any deficiency shall remain, Pledgor shall remain liable therefor. In addition thereto, Pledgor further agrees that in the event that notice is necessary under applicable law, written notice given to Pledgor in the manner specified herein for notice, ten (10) business days prior to the date of defaultthe disposition of the Collateral at any such public sale or sale at any broker's board or on any such securities exchange, Pledgee or prior to the date after which private sale or any other disposition of said Collateral will be made, shall constitute reasonable and fair notice. Pledgor irrevocably designates, makes, constitutes and appoints Lender (and all persons designated by Lender) as Pledgor's true and lawful attorney, and Lender, or Lender's designee may, without notice to Pledgor, and at such time or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at lawtimes as Lender, in equity or otherwiseits reasonable discretion, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; , in Pledgor's or Lender's name: (di) Terminate do all acts and things necessary, in Lender's discretion, to fulfill Pledgor's obligations under this Agreement pursuant to Section 11. Pledge Agreement; (eii) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, execute and take possession of the proceeds of any such sale or liquidation; (h) Exercise any deliver stock powers and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and bond powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral; and (iii) endorse the name of Pledgor upon any checks, includingnotes, without limitationacceptances, perfecting assignment money orders, certificates, drafts or other forms of and exercising any and all voting, consensual and payment of security that come into Lender's possession. All remedies of Lender shall be cumulative to the full extent provided by law. The pursuit by Lender of certain judicial or other rights and powers remedies shall not abatx xxx bar resort to other remedies with respect to any Pledged all or some of the Collateral and shall not bar other remedies with respect to the Indebtedness or to other portions of the Collateral; and (j) All . Lender may exercise its rights to the rights and remedies Collateral without resorting or regard to other collateral or sources of a secured party upon default under applicable lawsecurity or reimbursement for the Indebtedness.

Events of Default Remedies. Upon the occurrence (a) If any Event of an event of defaultDefault shall have occurred and be continuing, Pledgee may, without notice to or demand on the Pledgors then and in addition every such case, subject to all rights any Intercreditor Agreement or Other Intercreditor Agreement, the Collateral Agent may at any time or from time to time during the continuance of such Event of Default: (i) Declare the entire right, title and remedies available interest of the Grantors in and to Pledgeethe Collateral vested, at lawsubject to any requirements imposed by applicable law or by the DOT, the FAA or applicable Governmental Authority and/or Airport Authority, in equity which event such rights, title and interest shall immediately vest in the Collateral Agent, in which case each Grantor agrees to execute and deliver such deeds of conveyance, assignments and other documents or otherwiseinstruments as shall be reasonably requested by the Collateral Agent in order to effectuate the transfer of such Collateral, do together with any other rights of each Grantor with respect thereto, to any designee or designees selected by the Collateral Agent and approved by all necessary Governmental Authorities and Airport Authorities (provided that if any of the following: foregoing is not permitted under applicable law or by the DOT, the FAA or applicable Governmental Authority and/or Airport Authority, the Collateral Agent for the benefit of the Secured Parties shall nevertheless continue to have all of each Grantor’s right, title and interest in and to all of the proceeds (aof any kind) Require received or to be received by each Grantor upon the Pledgors transfer or other disposition of such Collateral); it being understood that each Grantor’s obligation to immediately pay all outstanding unpaid amounts due under deliver such Collateral and such documents and instruments with respect thereto, subject to the Consulting Services Agreementaforesaid limitations, is of the essence of this Slot Security Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by each Grantor of said obligations; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (gii) Sell or otherwise liquidate, or direct the Pledgors Grantors to sell, assign, transfer sell or otherwise liquidate liquidate, any or all of the Pledged Collateral or any part thereof, subject to any requirements imposed on such sale or liquidation by the Federal Aviation Act, the FAA, the DOT, any Airport Authority or any other Governmental Authority and take possession of the proceeds Proceeds of any such sale or liquidation;. (hb) Exercise If any Event of Default shall have occurred and all rights as beneficial and legal owner be continuing, the Collateral Agent may from time to time exercise in respect of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and in addition to other rights and powers with respect remedies provided for herein or otherwise available to any Pledged Collateral; (i) Exercise any it, and to the extent not in violation of applicable law, including Title 14, Title 49 and the DOT or FAA orders, regulations or requirements issued pursuant thereto, and subject to the approval of all rights as beneficial necessary Governmental Authorities and legal owner of the Pledged CollateralAirport Authorities, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon on default under the UCC in effect in all relevant jurisdictions at the time of such Event of Default, and the Collateral Agent may also in its sole discretion, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. To the extent not inconsistent with Title 14, Title 49 and the DOT or FAA orders, regulations or requirements issued pursuant thereto, and any additional requirements of the applicable Governmental Authorities and/or Airport Authorities, the Collateral Agent or any other Secured Party may be the purchasers of any or all of the Collateral at any such public sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Obligations owed to such Person as a credit on account of the purchase price of any Collateral payable by such Person at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of any Grantor, and any Grantor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to any Grantor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives, to the fullest extent permitted by law, any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale. (c) Except as otherwise provided herein, each Grantor hereby waives, to the fullest extent permitted by applicable law, notice or judicial hearing in connection with the Collateral Agent’s taking possession or the Collateral Agent’s disposition of any of the Collateral, including, without limitation, any and all prior notice and hearing for any prejudgment remedy or remedies and any such right which such Grantor would otherwise have under law, and each Grantor hereby further waives to the fullest extent permitted by applicable law: (i) all damages occasioned by such taking of possession; (ii) all other requirements as to the time, place and terms of sale or other requirements with respect to the enforcement of the Collateral Agent’s rights hereunder; and (iii) all rights of redemption, appraisement, valuation, stay, extension or moratorium now or hereafter in force under any applicable law. Any sale of, or the grant of options to purchase, or any other realization upon, any Collateral shall operate to divest all right, title, interest, claim and demand, either at law or in equity, of Grantors therein and thereto, and shall be a perpetual bar both at law and in equity against each Grantor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under each Grantor. (i) In connection with any foreclosure, collection, sale or other enforcement of Liens granted to the Collateral Agent in this Slot Security Agreement, each Grantor will cooperate in good faith with the Collateral Agent or its designee in obtaining all regulatory licenses, consents and other governmental approvals necessary or (in the opinion of the Collateral Agent or its designee) desirable to conduct all aviation operations with respect to the Collateral and will, at the request of the Collateral Agent and in good faith, continue to operate and manage the Collateral and maintain all applicable regulatory licenses with respect to the Collateral until such time as the Collateral Agent or its designee obtain such licenses, consents and approvals, and at such time such Grantor will cooperate in good faith with the transition of the aviation operations with respect to the Collateral to any new aviation operator (including, without limitation, the Collateral Agent or its designee).

Events of Default Remedies. Upon (a) Any one or more of the occurrence following shall be a default hereunder (each an, “Event of Default”): (i) Any Event of Default occurs under the Credit Agreement. (ii) Any control agreement covering any Collateral is breached, or any party to such control agreement terminates or notifies Pledgee or Pledgor of its intention to terminate the control agreement or denies the enforceability of the control agreement. (iii) Any involuntary lien of any kind or character attaches to any of the Collateral. (b) If an event Event of defaultDefault occurs, Pledgee maymay do any one or more of the following: (i) Declare any Secured Obligations immediately due and payable, without notice or demand. (ii) Exercise as to any or demand all of the Collateral all the rights, powers and remedies of an owner, subject to the Section 7 hereof. (iii) Enforce the security interest given hereunder pursuant to the UCC and any other applicable law. (iv) Sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as Pledgee may elect. Pledgee may purchase the Collateral for its own account at any such sale. Pledgee shall give Pledgor such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC or other applicable law, Pledgor agrees that at least 10 days notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if Pledgee fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the Pledgors UCC or other applicable law. Pledgor acknowledges that Collateral may be sold at a loss to Pledgor, and that, in addition such event, Pledgee shall have no liability or responsibility to Pledgor for such loss. Pledgor further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, Pledgee shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor that may be waived or any other right or claim of Pledgor, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that Pledgor has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to Pledgee, at lawPledgor expressly acknowledges and agrees that with respect to Collateral consisting of notes, in equity bonds or otherwiseother securities which are not sold on a recognized market, do any Pledgee shall be deemed to have conducted a commercially reasonable sale of the following: such Collateral if (a) Require such sale is conducted by any nationally recognized broker-dealer (including any affiliate of Pledgee), investment banker or any other method common in the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; securities industry, and (b) Foreclose if the purchaser is Pledgee or otherwise enforce any affiliate of Pledgee’s security interest , the sale price received by Pledgee in any manner permitted connection with such sale is reasonably supported by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at quotations received from one or more public other nationally recognized broker-dealers, investment bankers or private sales at Pledgee’s place other financial institutions. (v) Enforce the security interest of business Pledgee in any deposit account which is part of the Collateral by applying such account to the Secured Obligations. (vi) Exercise any other remedy provided under this Agreement or by any applicable law. (vii) Comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Collateral. (viii) Sell the Collateral without giving any warranties as to the Collateral. Pledgee may specifically disclaim any warranties of title or the like. This procedure will not be considered to affect adversely the commercial reasonableness of any sale or other disposition of the Collateral. All cash proceeds received by or on behalf of Pledgee in respect of any sale of, collection from, or other realization upon all or any other place part of the Collateral may, following the payment of the fees and expenses of Pledgee, be held by Pledgee as collateral for, and/or then or placesat any time thereafter applied in whole or in part by Pledgee to, whether the Secured Obligations in such order as Pledgee may elect. Any surplus of such cash or not such Pledged Collateral is present at cash proceeds held by or on behalf of Pledgee and remaining after payment in full of all the place Secured Obligations shall be paid to Pledgor. If the proceeds of sale, for cash collection or credit other realization of or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement upon the Collateral pursuant to this Section 11are insufficient to cover the costs and expenses of such realization and the payment in full of all Secured Obligations, Pledgor shall remain liable for any deficiency to the extent Pledgor are obligated therefor under the other documents executed in connection with the Secured Obligations and this Agreement. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon default under applicable law.

Events of Default Remedies. Upon If any Event of Default shall have occurred and be continuing, subject to the occurrence of an event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any applicable provisions of the followingIntercreditor Agreement: (a) Require the Pledgors Collateral Agent shall have, and in its discretion may exercise, the rights and remedies with respect to immediately pay all outstanding unpaid amounts due under this Agreement as more particularly provided herein or in the Consulting Services Credit Agreement; (b) Foreclose each Debtor shall, upon the reasonable request of the Collateral Agent, assemble Collateral owned by it (and not otherwise in the possession of the Collateral Agent or otherwise enforce Pledgee’s security interest the Senior Representative in any manner permitted by law accordance with the applicable provisions of the Intercreditor Agreement) at such place or provided for places, reasonably convenient to both the Collateral Agent and such Debtor, designated in this Agreementsuch request; (c) Sell the Collateral Agent may (but shall not be obligated to), without notice to any Debtor and at such times as the Collateral Agent in its sole discretion may determine, exercise any or transfer all of Debtors’ rights in, to and under, or in any way connected to, the rights or Collateral and the Collateral Agent shall otherwise dispose have and may (but shall not be obligated to) exercise all of any Pledged the rights, powers, privileges and remedies with respect to the Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, a secured party under the UCC (whether or not said UCC is in effect in the jurisdiction where the rights, powers, privileges and remedies are asserted) and such Pledged additional rights, powers, privileges and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights, powers, privileges and remedies hereunder may be asserted, including the right, to the maximum extent permitted by applicable laws, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral is present at as if the place of sale, for cash or credit or future delivery, on Collateral Agent were the sole and absolute owner thereof (and the Debtors agree to take all such terms and in action as may be appropriate to give effect to such manner as Pledgee may determineright); (d) Terminate this Agreement pursuant the Collateral Agent may (but shall not be obligated to) make any reasonable compromise or settlement it deems desirable with respect to Section 11.any of the Collateral and may (but shall not be obligated to) extend the time of payment, arrange for payment in installments, or otherwise modify the terms, of all or any part of the Collateral; (e) Personallythe Collateral Agent may (but shall not be obligated to), in its name or by agents or attorneys, immediately take possession of in the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession name of any part thereof with Debtor or without notice or process of law; (f) Demandotherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of or in respect exchange for any of the Pledged Collateral; (gf) Sell or otherwise liquidate, or direct the Pledgors to Collateral Agent may (but shall not be obligated to) sell, assignlease, transfer assign or otherwise liquidate the Pledged Collateral dispose of all or any part of the Collateral which shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent, any other Secured Party or any of their respective agents at such place or places as the Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof except such notice as is required by applicable laws and cannot be waived. If, pursuant to applicable law, prior notice of sale of the Collateral under this Section is required to be given to any Debtor, each Debtor hereby acknowledges that the minimum time required by such applicable laws, or if no minimum time is specified, 10 days, shall be deemed a reasonable notice period. The Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the maximum extent permitted by applicable law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of Debtors, any such demand, notice and right or equity being hereby expressly waived and released to the maximum extent permitted by applicable law. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Collateral may be sold in one or more sales, at public or private sale, conducted by any officer or agent of, or auctioneer or attorney for, the Collateral Agent, at the Collateral Agent’s place of business or elsewhere, for cash, upon credit or for other property, for immediate or future delivery, and at such price or prices and on such terms as the Collateral Agent shall deem appropriate in its reasonable discretion. The Collateral Agent may, in its reasonable discretion, at any such sale restrict the prospective bidders or purchasers as to their number, nature of business and investment intention to the extent necessary to comply with applicable law. Upon any public or private sale the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels. The Collateral Agent shall not be obligated to make any sale pursuant to any such notice. In case of any sale of all of any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the full selling price is paid by the purchaser thereof, and take possession but neither the Collateral Agent nor any Secured Party shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may again be sold pursuant to the provisions hereof. All cash proceeds of any such sale sale, and any other realization upon all or liquidation; (h) Exercise any and all rights as beneficial and legal owner part of the Pledged CollateralCollateral may, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner in the sole discretion of the Pledged CollateralCollateral Agent, includingbe held by the Collateral Agent as collateral for or applied then or at any time thereafter, without limitationin whole or in part, perfecting assignment by the Collateral Agent for the benefit of the Secured Parties to the payment and exercising any and all voting, consensual and other rights and powers satisfaction of the Secured Obligations in accordance with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon default under applicable law.Section 6.04;

Events of Default Remedies. (a) Upon the occurrence and during the continuance of an event any Event of defaultDefault, Pledgee maythe Collateral Agent may exercise all rights and remedies with respect to the Pledged Collateral, without notice to the proceeds thereof, and any other property or demand on money held by the Pledgors and in addition to Collateral Agent hereunder, all rights and remedies available to Pledgee, at it under law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all votingthose given, consensual and other rights and powers with respect allowed or permitted to any Pledged Collateral; (i) Exercise any a secured party by or under the UCC, and all rights as beneficial and legal owner remedies provided for herein. (b) Without limiting the foregoing, in the event that the Collateral Agent elects to sell or otherwise dispose of the Pledged Stock (such term including, for purposes of this Section 9, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), includingthe Collateral Agent shall have the power and right in connection with any such disposition, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock or any additions thereto at a private or public disposition for cash, on credit or for future delivery and at such price as the Collateral Agent deems to be satisfactory (and if permitted by law, the Collateral Agent or its nominee may become the purchaser at any such disposition). To the extent the Collateral Agent is required by law to give the Pledgor prior notice of any public or private sale, or other disposition of the Pledged Stock, the Pledgor agrees that ten (10) days prior written notice to the Pledgor shall be a commercially reasonable and sufficient notice of such sale or other intended disposition. The Collateral Agent may, if it deems it reasonable, postpone or adjourn any disposition of the Pledged Stock from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without limitationbeing required to give a new notice of sale. The Pledgor agrees that, perfecting assignment in connection with any sale or other disposition of and exercising the Pledged Stock, the Collateral Agent may, at Collateral Agent’s option, disclaim any and all voting, consensual warranties regarding the Pledged Stock and other rights and powers with respect to that any Pledged Collateral; andsuch disclaimer shall constitute commercially reasonable conduct on the part of Collateral Agent. (jc) Because federal and state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Collateral Agent, and specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable Blue Sky or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Collateral Agent may from time to time attempt to sell the Pledged Stock by means of a private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Collateral Agent deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution. The Pledgor agrees that any such private placement may be at prices and on terms less favorable to the Collateral Agent or the seller than if sold at public sales, and therefore recognizes and confirms that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were made privately. The Pledgor agrees that the Collateral Agent has no obligation to delay the sale of any such securities for the period of time necessary to permit the Pledged Company to register such securities for public sale under the Securities Act. The Pledgor further agrees to use all reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 9(c) valid and binding and in compliance with any and all other applicable laws. (d) The Collateral Agent shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon. (e) All the rights and remedies set forth in this Section 9 are exercisable only upon the occurrence and during the continuance of a secured party upon default under applicable lawany Event of Default.

Events of Default Remedies. (a) Upon the occurrence and during the continuance of an event any Event of defaultDefault, Pledgee maythe Collateral Agent may exercise all rights and remedies with respect to the Pledged Collateral, without notice to the proceeds thereof, and any other property or demand on money held by the Pledgors and in addition to Collateral Agent hereunder, all rights and remedies available to Pledgee, at it under law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all votingthose given, consensual and other rights and powers with respect allowed or permitted to any Pledged Collateral; (i) Exercise any a secured party by or under the UCC, and all rights as beneficial and legal owner remedies provided for herein. (b) Without limiting the foregoing, in the event that the Collateral Agent elects to sell or otherwise dispose of the Pledged Stock (such term including, for purposes of this Section 9, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), includingthe Collateral Agent shall have the power and right in connection with any such disposition, exercisable at its option and in its absolute discretion, to sell, assign, and deliver the whole or any part of the Pledged Stock or any additions thereto at a private or public disposition for cash, on credit or for future delivery and at such price as the Collateral Agent deems to be satisfactory (and if permitted by law, the Collateral Agent or its nominee may become the purchaser at any such disposition). To the extent the Collateral Agent is required by law to give the Pledgor prior notice of any public or private sale, or other disposition of the Pledged Stock, the Pledgor agrees that ten (10) days prior written notice to the Pledgor shall be a commercially reasonable and sufficient notice of such sale or other intended disposition. The Collateral Agent may, if it deems it reasonable, postpone or adjourn any disposition of the Pledged Stock from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without limitationbeing required to give a new notice of sale. The Pledgor agrees that, perfecting assignment in connection with any sale or other disposition of and exercising the Pledged Stock, the Collateral Agent may, at Collateral Agent’s option, disclaim any and all voting, consensual warranties regarding the Pledged Stock and other rights and powers with respect to that any Pledged Collateral; andsuch disclaimer shall constitute commercially reasonable conduct on the part of Collateral Agent. (jc) Because federal and state securities laws may restrict the methods of disposition of the Pledged Stock which are readily available to the Collateral Agent, and specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act of 1933, as amended (the “Securities Act”), or under applicable Blue Sky or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Collateral Agent may from time to time attempt to sell the Pledged Stock by means of a private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Collateral Agent deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution. The Pledgor agrees that any such private placement may be at prices and on terms less favorable to the Collateral Agent or the seller than if sold at public sales, and therefore recognizes and confirms that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were made privately. The Pledgor agrees that the Collateral Agent has no obligation to delay the sale of any such securities for the period of time necessary to permit a Pledged Company to register such securities for public sale under the Securities Act. The Pledgor further agrees to use all reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 9(c) valid and binding and in compliance with any and all other applicable laws. (d) The Collateral Agent shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon. (e) All the rights and remedies set forth in this Section 9 are exercisable only upon the occurrence and during the continuance of a secured party upon default under applicable lawany Event of Default.

Events of Default Remedies. Upon (a) The occurrence of any of the following constitutes an "Event of Default": (i) Failure of Tenant to perform the Obligations; (ii) The occurrence of an event "Event of default, Pledgee may, without notice to or demand on Default" under the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following:Lease, (aiii) Require Failure of Tenant to comply with any covenant or agreement required to be observed or performed by it pursuant to this Agreement or the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Control Account Agreement; (biv) Foreclose Any representation or otherwise enforce Pledgee’s security interest warranty made by Tenant hereunder is, now and also upon the delivery of any Collateral or Substitute Collateral to Custodian, false in any manner permitted by law or provided for in this Agreement;material respect; or (cv) Sell This Agreement or transfer the rights Control Account Agreement for any reason ceases to be valid, binding or otherwise dispose of any Pledged Collateral at one enforceable; or more public or private sales at Pledgee’s place of business Tenant, Custodian or any other place of their affiliates, or placesany of the assignees of Tenant, whether Custodian or not such Pledged Collateral is present at any of their affiliates, or any entity related to either Tenant or Custodian or any trustee in bankruptcy or receiver for Tenant, Custodian or any of their affiliates, or any of the place assignees of saleTenant, for cash Custodian or credit any of their affiliates contests or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11denies the validity or enforceability thereof. (eb) PersonallyUpon the occurrence and continuance of an Event of Default, or by agents or attorneys, immediately take possession of Landlord shall be entitled to exercise the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other following rights and powers with respect to any Pledged Collateral;remedies (i) Exercise To give instructions pursuant to the Control Account Agreement, instructing the account manager thereunder to sell or withdraw Collateral Securities or other assets from the Control Account and/or any proceeds thereof and all rights as beneficial and legal owner deliver the same to or for the account of Landlord in an amount not to exceed the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; andSecurity Deposit; (jii) All the To exercise all rights and remedies of a secured party upon default under applicable lawthe Uniform Commercial Code of California with respect to the Collateral; and (iii) To exercise all other rights and remedies available to it under this Agreement at law or in equity; provided, however, that Landlord shall give Tenant three (3) business days' prior written notice of its intent to exercise remedies or to make a sale and/or withdrawal of any Collateral Securities or other assets held in the Control Account and any instructions delivered by Landlord pursuant to the Control Account Agreement shall be accompanied by a sworn, notarized affidavit stating that such notice has been given.

Events of Default Remedies. (a) Upon the occurrence of any Event --------------------------- of Default (as defined in the Loan Agreement) under the Loan Agreement, an event Event of default, Pledgee may, without notice Default shall be deemed to or demand on have occurred hereunder and the Pledgors and in addition to Collateral Agent shall have all of the rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted provided by law or provided for in and/or by this Pledge Agreement; (c) Sell or transfer the rights or otherwise dispose , including but not limited to all of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party under the Michigan Uniform Commercial Code, and the Company hereby authorizes the Collateral Agent to sell all or any part of the Pledged Stock at public or private sale and to apply the proceeds of such sale to the costs and expenses thereof (including the reasonable attorneys' fees and disbursements incurred by the Collateral Agent) and then to the payment of the other Secured Obligations. Any requirement of reasonable notice shall be met if the Collateral Agent sends such notice to the Company, by registered or certified mail, at least 5 days prior to the date of sale, disposition or other event giving rise to the required notice. Either Agent or any Lender may be the purchaser at any such sale. The Company expressly authorizes such sale or sales of the Pledged Stock in advance of and to the exclusion of any sale or sales of or other realization upon default any other collateral securing indebtedness or other obligations owed to the Lenders. The Collateral Agent shall be under no obligation to preserve rights against prior parties. (b) The Company hereby waives as to the Collateral Agent and the Lenders any right of subrogation or marshalling of such stock and other collateral for indebtedness or other obligations owed to the Agents and the Lenders. To this end, the Company hereby expressly agrees that any such collateral or other security of the Company or any other party which either Agent or any Lender may hold, or which may come to any of their possession, may be dealt with in all respects and particulars as though this Pledge Agreement were not in existence. The Company agrees and acknowledges that because of applicable lawsecurities laws, the Collateral Agent may not be able to effect a public sale of the Pledged Stock and sales at a AMENDED AND RESTATED PLEDGE AGREEMENT AND IRREVOCABLE PROXY ----------------------------------------------------------- private sale may be on terms less favorable than if such securities were sold at a public sale and may be at a price less favorable than a public sale. The Company agrees that all such private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (c) The Company irrevocably designates, makes, constitutes and appoints the Collateral Agent (and all persons designated by the Collateral Agent) as its true and lawful attorney (and agent-in-fact) and the Collateral Agent, or the Collateral Agent's agent, may, upon and after an Event of Default hereunder which has not been waived, with notice to the Company if the Secured Obligations have not been accelerated and without notice if the Secured Obligations have been accelerated, take any action as the Collateral Agent reasonably deems necessary under the circumstances to enforce or otherwise take action in respect to the Pledged Stock as required hereby, or to carry out any other obligation or duty of the Company under this Agreement. The Company shall pay all reasonable fees and expenses, including reasonable attorneys' fees and expenses, incurred by the Collateral Agent in connection with such action.

Events of Default Remedies. Upon the occurrence of an event of default, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the following:following specified Events of Default (each an "EVENT OF DEFAULT"): (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under occurrence of a Default as defined in the Consulting Services Credit Agreement; (b) Foreclose the Pledgor shall or otherwise enforce Pledgee’s shall attempt to (i) encumber, subject to any further pledge or security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or interest, sell, transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereofinterest therein (except to the extent permitted by the Credit Agreement), from or (ii) use or allow the Pledgors or any other person who then has possession use of any part thereof of the Pledged Collateral in connection with or without notice or process of any undertaking prohibited by law; (fc) Demandany of the Pledged Collateral shall be attached or levied upon or seized in any legal proceeding, xxx for, collect or receive if the Pledgor shall fail to pay when due and payable all taxes and assessments upon any money of the Pledged Collateral (unless in good faith contested by appropriate proceedings promptly initiated and diligently conducted); or (d) the Pledgor shall fail to pledge or deliver any securities or property at as required by this Agreement; then, and in any time payable or receivable such event, the Agent may exercise in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors in addition to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect remedies provided for herein or otherwise available to any Pledged Collateral; (i) Exercise any and it, all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon on default under the Uniform Commercial Code and (subject to applicable securities laws) the Agent, may also, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange or at any of the Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Agent, may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law., at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Agent in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral shall be held by the Agent, on behalf of the Lenders, the Issuer and the Swing Line Lender, as collateral for, and then applied in whole or in part by the Agent against, all or any part of the Obligations in such order as the Agent shall elect. Any surplus of such cash or cash proceeds held by the Agent and remaining after payment in full of all the Obligations shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. Should the net proceeds of any sale of the whole or any part of the Pledged Collateral be insufficient to pay the Obligations in full, the Pledgor shall remain liable to the full extent of the deficiency. If at any time when the Agent shall determine to exercise its right to sell all or any part of the Pledged Collateral pursuant to this Section 11, such Pledged Collateral or the part thereof to be sold shall not be effectively registered under the Securities Act of 1933, as amended, and as from time to time in effect, and the rules and regulations thereunder (the "SECURITIES ACT"), the Agent is hereby expressly authorized to sell such Pledged Collateral or such part thereof by private sale in such manner and under such circumstances as the Agent may deem necessary or advisable in order that such sale may legally be effected without such registration. Without limiting the generality of the foregoing, in any such event the Agent (a) may proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or such part thereof shall have been filed under such Securities Act, (b) may approach and negotiate with a restricted number of potential purchasers to effect such sale and (c) may restrict such sale to purchasers as to their number, nature of business and investment intention including without limitation to purchasers each of whom will represent and agree to the satisfaction of the Agent that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Collateral, or part thereof, it being understood that the Agent may cause or require the Pledgor, and the Pledgor hereby agrees upon the written request of the Agent, to cause (i) a legend or legends to be placed on the certificates to be delivered to such purchasers to the effect that the Pledged Collateral represented thereby have not been registered under the Securities Act and setting forth or referring to restrictions on the transferability of such securities; and (ii) the issuance of stop transfer instructions to the Issuer's transfer agent, if any, with respect to the Pledged Collateral, or, if the Issuer transfers its own securities, a notation in the appropriate records of the Issuer. In the event

Events of Default Remedies. Upon the occurrence If an Event of an event of defaultDefault shall occur and be continuing, Pledgee may, without notice to or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do any of the followingthen: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee The Lender may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable exercise in respect of the Pledged Collateral; (g) Sell or otherwise liquidateSecurities, or direct the Pledgors in addition to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect remedies provided for herein or otherwise available to any Pledged Collateral; (i) Exercise any and it, all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon on default under the UCC and other applicable lawlaws and agreements and also may, without notice except as specified below sell the Pledged Securities, or any part thereof in one or more parcels at public or private sale, at any exchange, brokers, board or at any of the Lender's offices or elsewhere, for cash, on credit, or for future delivery, and upon such other terms as the Lender may deem commercially reasonable. Pledgor agrees that at least fifteen days' notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall be given and shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Pledged Securities regardless of notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by the Lender in respect of any collection from, or other realization upon all or any part of the Pledged Securities in the discretion of the Lender, may be held by the Lender as Collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Lender pursuant to Section 12 hereof) in whole or in part by the Lender against, all or any part of the Obligations in such order as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of all the Obligations shall be paid over to Pledgor or to whosoever may be lawfully entitled to receive such surplus.

Events of Default Remedies. Upon (a) (a) Subject to the terms of any applicable Intercreditor Agreement, upon the occurrence of an event Event of defaultDefault and during the continuation thereof, Pledgee may, without notice to whether or demand on the Pledgors and in addition to all rights and remedies available to Pledgee, at law, in equity or otherwise, do not any of the following: Secured Obligations are due or the Collateral Agent has received an Act of the Instructing Secured Parties directing the Collateral Agent to so act, the Collateral Agent (ai) Require may (on behalf of itself and the Pledgors other Secured Parties) demand, xxx for, collect, or make any settlement or compromise it deems desirable with respect to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; Collateral in accordance with the terms of the Indenture and (bii) Foreclose or otherwise enforce Pledgee’s security interest in shall have full power and authority to take the following actions, subject to the receipt of any manner permitted by law or provided for in this Agreement; required Governmental Approvals and the terms of the Indenture: (cA) Sell or transfer the rights sell or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Securities or other Collateral under the Security Documents or any part thereof, from ; (B) exercise (and it shall have the Pledgors or any sole right to exercise) voting and other person who then has possession of any part thereof consensual rights with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of to the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers Securities with respect to any and all matters and to exercise all rights to payments, conversion, exchange, subscription or otherwise with respect to the Pledged Collateral; Securities; (iC) Exercise exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon default under the UCC; and (D) take possession of and sell the Collateral or any part thereof in accordance with the terms of applicable law and the Security Documents. After the occurrence and during the continuance of an Event of Default, all dividends and distributions made on the Pledged Securities shall be paid over to the Collateral Agent (for itself and for the benefit of the Secured Parties) to be held by the Collateral Agent as collateral security for the Secured Obligations. (b) To the extent permitted by any applicable law, any sale or other disposition by the Collateral Agent, as permitted under Section 8(a) above, may be made by public or private proceedings and may be made by one or more contracts, as a unit or in parcels, at such time and place, by such method, in such manner and on such terms as the Collateral Agent may determine. Except as required by law, such sale or other disposition may be made without advertisement or notice of any kind or to any person. Where reasonable notification of the time or place of such sale or other disposition is required by law, such requirement shall have been met if such notice is telegraphed, sent by facsimile, cabled or mailed, postage prepaid, at least ten (10) days before the time of such sale or other disposition to each person entitled thereto at such person’s address as specified in Section 19 below. To the extent permitted by any applicable law, the Collateral Agent and/or any Secured Party may buy any or all of the Pledged Securities upon any public or private sale thereof. To the extent permitted by any applicable law, upon any such sale or sales the Pledged Securities so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity of redemption or any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Pledgor thereof to the extent permitted by applicable law. In the event any consent, approval or authorization of any governmental agency shall be necessary to effectuate any such sale or sales, the applicable Pledgor(s) shall execute, and hereby agree to cause the issuer of any Pledged Securities to execute, as necessary, all applications or other instruments as may be required; provided that the foregoing shall not obligate such Pledgor(s) to register the Pledged Securities under the Securities Act of 1933. The proceeds of any such sale or other disposition shall be applied to the payment of Secured Obligations in the order of priorities set forth in Section 6.10 of the Indenture. The Pledgors jointly and severally shall be liable for any deficiency in payment of the Secured Obligations, including all costs and expenses of collection, custody, sale or other disposition or delivery and all other charges due against the Pledged Securities, as hereinbefore enumerated. (c) Each Pledgor recognizes that the Collateral Agent or the Secured Party may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Securities for their own account for investment and not with a view to the distribution or resale thereof. Each Pledgor agrees that private sales so made may be at a price and on other terms less favorable to the seller than if such Pledged Securities were sold at public sales, and that neither the Collateral Agent nor the Secured Party has any obligation to delay the sale of any such Pledged Securities for the period of time necessary to permit such Pledged Securities to be registered for public sale under the Securities Act of 1933. Each Pledgor agrees that sales made under the foregoing circumstances shall not be deemed to have been made in a commercially unreasonable manner by virtue of any sale made on terms less favorable to the seller resulting from the private nature of the sale.

Events of Default Remedies. (a) The occurrence of any Event of Default under the Loan Agreement shall constitute an Event of Default hereunder. Upon the occurrence and during the continuance of an event Event of defaultDefault, Pledgee the Agent may, without notice with the concurrence or at the direction of the Secured Parties, exercise any or all of the following rights and remedies: (i) those rights and remedies provided in this Security Agreement, the Loan Agreement, or any other Loan Document; provided that, this Section 5.1(a) shall not be understood to limit any rights or demand on remedies available to the Pledgors Agent and in addition the Lenders prior to all an Event of Default; (ii) those rights and remedies available to Pledgeea secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement; (iii) give notice of sole control or any other instruction under any Control Agreement and take any action therein with respect to such Collateral; (iv) without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at lawpublic or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Agent may deem commercially reasonable; and (v) concurrently with written notice to the applicable Grantor, transfer and register in equity its name or otherwise, do in the name of its nominee the whole or any part of the following: Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Agent was the outright owner thereof. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (aI) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement;IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. (b) Foreclose The Agent, on behalf of the Lenders, may comply with any applicable state, provincial, territorial or otherwise enforce Pledgee’s security interest federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any manner permitted by law or provided for in this Agreement;sale of the Collateral. (c) Sell The Agent shall have the right upon any such public sale or transfer sales and, to the rights extent permitted by law, upon any such private sale or otherwise dispose sales, to purchase for the benefit of the Agent and the Lenders, the whole or any part of the Collateral so sold, free of any Pledged Collateral at one or more public or private sales at Pledgee’s place right of business or any other place or placesequity redemption, whether or not such Pledged Collateral is present at which equity redemption the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine;Grantor hereby expressly releases. (d) Terminate this Agreement pursuant Until the Agent is able to Section 11effect a sale, lease, or other disposition of Collateral, the Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it reasonably deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent may, if it so elects, seek the appointment of a receiver, interim manager, receiver-manager or other similar person or keeper to take possession of Collateral and to enforce any of the Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. (e) Personally[Reserved]. (f) Notwithstanding the foregoing, neither the Agent nor the Lenders shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. (g) Each Grantor recognizes that the Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by agents or attorneys, immediately take possession virtue of such sale being private. The Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect issuer of the Pledged Collateral; (g) Sell or otherwise liquidateCollateral to register such securities for public sale under the Securities Act of 1933, as amended, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; (i) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral; and (j) All the rights and remedies of a secured party upon default under applicable lawstate securities laws, even if the applicable Grantor and the issuer would agree to do so. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Events of Default Remedies. (a) Upon the occurrence and during the continuance of an event Event of defaultDefault, Pledgee maythe Lender may exercise all rights with respect to any of the Pledged Collateral, without notice to the proceeds thereof, and any other property or demand on money held by the Pledgors and in addition to Lender hereunder, all rights and remedies available to Pledgee, at it under law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all votingthose given, consensual and other rights and powers with respect allowed or permitted to any Pledged Collateral; (i) Exercise any a secured party by or under the UCC, and all rights as beneficial and legal owner remedies provided for herein. (b) Without limiting the foregoing, in the event that the Lender elects to sell all or any part of the Pledged Stock (such term including, for purposes of this Section 9, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), includingthe Lender shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver all or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Lender deems to be satisfactory (and if permitted by law, the Lender or its nominee may become the purchaser at any such sale). Notice of any public sale shall be sufficient if it is published at least once not less than ten (10) days prior to the date of sale in any newspaper then being circulated in the City of New York, New York as the Lender may elect. The Lender shall give written notice of a public sale to the Pledgor. All requirements of reasonable notice under this Section 9 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Pledgor at its address set forth in Section 16 hereto or such other address as the Pledgor may have, in writing, provided to the Lender. The Lender may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without limitationbeing required to give a new notice of sale. The Pledgor further recognizes and agrees that if the Pledged Stock, perfecting assignment or a portion thereof, threatens to decline speedily in value or is of and exercising a type customarily sold on a recognized market, the Pledgor shall not be entitled to any prior notice of sale or other intended disposition. The Pledgor agrees that, in connection with any sale or other disposition of the Pledged Stock, the Lender may, at Lender’s option, disclaim any and all voting, consensual warranties regarding the Pledged Stock and other rights and powers with respect to that any Pledged Collateral; andsuch disclaimer shall constitute commercially reasonable conduct on the part of Lender. (jc) All Because federal and state securities laws may restrict the rights methods of disposition of the Pledged Stock which are readily available to the Lender, and remedies specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act of 1933, as amended, or under applicable Blue Sky or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Lender may from time to time attempt to sell all or any part of the Pledged Stock by means of a secured party upon default private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Lender deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution, and the Lender’s acceptance of the highest offer obtained therefrom shall be deemed to be a commercially reasonable disposition of the Pledged Stock. The Pledgor agrees that any such private placement may be at prices and on terms less favorable to the Lender or the seller than if sold at public sales, and therefore recognizes and confirms that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were made privately. The Pledgor agrees that the Lender has no obligation to delay the sale of any such securities for the period of time necessary to permit the Issuers to register such securities for public sale under the Securities Act. The Pledgor further agrees to use all reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 9(c) valid and binding and in compliance with any and all other applicable law. The Lender or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Lender shall not be obligated to make any such sale pursuant to notice (other than notice to the Pledgor in the manner described in Section 9(b) hereof) and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Lender upon credit or for future delivery, the Lender shall not be liable for the failure of the purchaser to pay for the same and, in such event, the Lender may resell such Pledged Stock and the Pledgor shall continue to be liable to the Lender for the full amount of the Obligations to the extent the Lender does not receive full and final payment in cash therefor. (d) The Lender shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon.

Events of Default Remedies. (a) Upon the occurrence and during the continuance of an event Event of defaultDefault, Pledgee maythe Lender may exercise all rights with respect to any of the Pledged Collateral, without notice to the proceeds thereof, and any other property or demand on money held by the Pledgors and in addition to Lender hereunder, all rights and remedies available to Pledgee, at it under law, in equity or otherwise, do any of the following: (a) Require the Pledgors to immediately pay all outstanding unpaid amounts due under the Consulting Services Agreement; (b) Foreclose or otherwise enforce Pledgee’s security interest in any manner permitted by law or provided for in this Agreement; (c) Sell or transfer the rights or otherwise dispose of any Pledged Collateral at one or more public or private sales at Pledgee’s place of business or any other place or places, whether or not such Pledged Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as Pledgee may determine; (d) Terminate this Agreement pursuant to Section 11. (e) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from the Pledgors or any other person who then has possession of any part thereof with or without notice or process of law; (f) Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral; (g) Sell or otherwise liquidate, or direct the Pledgors to sell, assign, transfer or otherwise liquidate the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; (h) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all votingthose given, consensual and other rights and powers with respect allowed or permitted to any Pledged Collateral; (i) Exercise any a secured party by or under the UCC, and all rights as beneficial and legal owner remedies provided for herein. (b) Without limiting the foregoing, in the event that the Lender elects to sell all or any part of the Pledged Stock (such term including, for purposes of this Section 9, the Pledged Stock and all other shares of stock or securities at any time forming part of the Pledged Collateral), includingthe Lender shall have the power and right in connection with any such sale, exercisable at its option and in its absolute discretion, to sell, assign, and deliver all or any part of the Pledged Stock or any additions thereto at a private or public sale for cash, on credit or for future delivery and at such price as the Lender deems to be satisfactory (and if permitted by law, the Lender or its nominee may become the purchaser at any such sale). Notice of any public sale shall be sufficient if it is published at least once not less than ten (10) days prior to the date of sale in any newspaper then being circulated in the City of New York, New York as the Lender may elect. The Lender shall give written notice of a public sale to the Pledgor. All requirements of reasonable notice under this Section 9 shall be met if such notice is mailed, postage prepaid at least ten (10) days before the time of such sale or disposition, to the Pledgor at its address set forth in Section 16 hereto or such other address as the Pledgor may have, in writing, provided to the Lender. The Lender may, if it deems it reasonable, postpone or adjourn any sale of any collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without limitationbeing required to give a new notice of sale. The Pledgor further recognizes and agrees that if the Pledged Stock, perfecting assignment or a portion thereof, threatens to decline speedily in value or is of and exercising a type customarily sold on a recognized market, the Pledgor shall not be entitled to any prior notice of sale or other intended disposition. The Pledgor agrees that, in connection with any sale or other disposition of the Pledged Stock, the Lender may, at Lender’s option, disclaim any and all voting, consensual warranties regarding the Pledged Stock and other rights and powers with respect to that any Pledged Collateral; andsuch disclaimer shall constitute commercially reasonable conduct on the part of Lender. (jc) All Because federal and state securities laws may restrict the rights methods of disposition of the Pledged Stock which are readily available to the Lender, and remedies specifically because a public sale thereof may be impossible or impracticable by reason of certain restrictions under the Securities Act of 1933, as amended, or under applicable Blue Sky or other state securities laws as now or hereafter in effect, the Pledgor agrees that the Lender may from time to time attempt to sell all or any part of the Pledged Stock by means of a secured party upon default private placement restricting the offering or sale to a limited number of prospective purchasers who meet suitability standards the Lender deems appropriate and who agree that they are purchasing for their own accounts for investment and not with a view to distribution, and the Lender’s acceptance of the highest offer obtained therefrom shall be deemed to be a commercially reasonable disposition of the Pledged Stock. The Pledgor agrees that any such private placement may be at prices and on terms less favorable to the Lender or the seller than if sold at public sales, and therefore recognizes and confirms that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were made privately. The Pledgor agrees that the Lender has no obligation to delay the sale of any such securities for the period of time necessary to permit the Issuer to register such securities for public sale under the Securities Act. The Pledgor further agrees to use all reasonable efforts to do or cause to be done all such other acts as may be necessary to make any sale or sales of all or any portion of the Pledged Collateral pursuant to this Section 9(c) valid and binding and in compliance with any and all other applicable law. The Lender or its assigns may purchase all or any part of the Pledged Stock and any purchaser thereof shall thereafter hold the same absolutely free from any right or claim of any kind. To the fullest extent permitted by law, the Lender shall not be obligated to make any such sale pursuant to notice (other than notice to the Pledgor in the manner described in Section 9(b) hereof) and may, without notice or publication, adjourn any public or private sale by announcement at the time and place fixed for the sale, and such sale may be held at any time or place to which the same may be adjourned. If any of the Pledged Stock is sold by the Lender upon credit or for future delivery, the Lender shall not be liable for the failure of the purchaser to pay for the same and, in such event, the Lender may resell such Pledged Stock and the Pledgor shall continue to be liable to the Lender for the full amount of the Obligations to the extent the Lender does not receive full and final payment in cash therefor. (d) The Lender shall have the sole right to determine the order in which Obligations shall be deemed discharged by the application of the proceeds of Pledged Stock or any other property or money held hereunder or any amount realized thereon.