Common use of Lenders Rights and Remedies Clause in Contracts

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at 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 Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of the CollateralBorrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation during the continuance of an Event of Default (as defined in the Note)Default, the without notice by Lender may exercise in respect to or demand by Lender of the CollateralBorrower, all of Borrower’s Liabilities shall be accelerated and shall be due and payable forthwith, and Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. Interest shall be payable on all of Borrower’s Liabilities hereunder from the Lender. The Lender may proceed to sell or otherwise dispose date of the Collateral at public or private sale for cash or credit; provided, however, that Event of Default until the Company shall be credited with proceeds of such sale only when the proceeds are actually date payment in full is received by Lender at two percent (2%) per month or the Lender. The Company agrees that, to the extent notice of sale shall be required highest rate permitted by law, whichever is less. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies. Lender agrees to give notice of any sale to Borrower at least 10 days’ notice ten days prior to the Company at the time and place of any public sale or at least ten days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may if Lender deems it reasonable, postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) 11.1. Upon the occurrence of, and continuation during the continuance of an Event of Default by Borrower under this Agreement, Lender may, at its election, without notice of its election and without demand upon Borrower or any guarantor, do any one or more of the following, all of which are authorized by Borrower: (as defined a) Declare any or all of the Obligations, whether evidenced by note(s), or otherwise, immediately due and payable; (b) Terminate this Agreement, but without affecting Lender’s rights and security interests in the NoteCollateral, and the Obligations; (c) Cease making advances to or for benefit of Borrower under the Credit Facility or reduce the Credit Facility; (d) Continue making advances to Borrower in such amounts as Lender may determine, in its sole discretion, without waiving any default by Borrower under this Agreement; (e) Proceed to collect the Accounts, and, in this regard, notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender, and receive, open and distribute all mail addressed to Borrower, retaining all mail relating to Collateral and forwarding all other mail to Borrower; (f) Exercise any and all of the rights accruing to a secured party under the Code and any other applicable law; (g) Require Borrower to assemble the Collateral, hold the same in trust for Lender’s account and, at Borrower’s expense, deliver the same to Lender or to a third party as Lender’s bailee at a place or places to be designated by Lender which is reasonably convenient to the parties, or store the same in a warehouse in Lender’s name and deliver to Lender documents of title representing said Collateral; (h) Enter, with or without process of law, and without further permission of Borrower, upon any premises where the Collateral is or believed by Lender to be located, using all necessary force to accomplish the same without committing a breach of the peace (Borrower hereby waiving all claims for damages or otherwise due to, arising from or connected with such entry and/or seizure), and: (i) take possession of said premises and of the Collateral located therein; (ii) place a custodian in exclusive control of said premises and of any of the Collateral located therein; (iii) remove from the premises the Collateral (and any of Borrower’s Books, materials and supplies) in any way relating to the Collateral or useful by Lender may exercise in respect enforcing its rights hereunder; (iv) remain upon said premises and use the same (together with said Borrower’s Books, materials and supplies) for the purpose of collecting the Collateral and/or preparing the Collateral for disposition and/or disposing of the Collateral, in addition ; (i) Make (without any obligation to do so) any payment and all other rights and remedies provided for herein take such action as Lender considers necessary or otherwise available reasonable to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell protect or preserve the Collateral or its security interest therein, including paying, purchasing, contesting or compromising any part thereof encumbrance, charge or lien which, in the opinion of Lender, interferes with the enforcement of its security interests or the liquidation or disposition of the Collateral; (j) Ship, reclaim, recover, store, finish, maintain, repair and prepare for sale all or any portion of the Collateral; (k) Sell at one or more parcels at public or private salesales, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell lease or otherwise dispose of the Collateral (regardless whether Lender has taken possession thereof or whether the Collateral is present at public any such sale or private sale disposition) in its then condition, or after further manufacturing, processing or preparation thereof (utilizing, in connection therewith, without charge or liability to Lender therefor, any of Borrower’s assets), by means of one or more contracts or transactions, for cash or crediton terms, in such manner and at such places (including Borrower’s premises) as, in the opinion of Lender, is commercially reasonable; (l) Seek temporary or permanent injunctive relief without the necessity of proving actual damages, as no remedy at law will provide adequate relief to Lender and, in this regard, the bond which Lender may be required to post shall be no more than $500.00; and (m) Require Borrower to pay all Lender’s Costs incurred in connection with Lender’s enforcement and exercise of any of its rights and remedies as herein provided, howeverwhether or not suit is commenced by Lender. 11.2. Any deficiency that exists after disposition of the Collateral as provided herein, that shall be due and payable by Borrower upon demand, with any excess to be paid by Lender to Borrower. 11.3. Lender shall give Borrower such notice of any private or public sale, lease or other disposition as may be required by the Company Code, unless notice has been waived after an Event of Default pursuant to the Code. 11.4. Lender shall have no obligation to clean up or otherwise prepare the Collateral for sale. Lender shall have no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and Lender may release, modify or waive any of the Collateral provided by any other Person to secure any of the Obligations, all without affecting Lender’s rights against Borrower. Borrower waives any right it may have to require Lender to pursue any third Person for any of the Obligations. Lender has no obligation to marshal any assets in favor of Borrower, or against or in payment of the Obligations or any other obligation owed to Lender by Borrower or any other Person. Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 11.5. Lender may dispose of the Collateral without giving any warranties as to the Collateral. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 11.6. If Lender sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Lender may resell the Collateral and Borrower shall be credited with the proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at 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 Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by 11.7. In the event Lender as Collateral and all cash proceeds by Lender in respect of purchases any sale of, collection from, other realization upon all or any part of the Collateral maybeing sold, Lender may pay for the Collateral by crediting against the purchase price some or all of the Obligations. 11.8. Lender’s rights and remedies under this Agreement and all other agreements shall be cumulative and may be exercised simultaneously or successively, in the sole such order as Lender shall determine. In addition, Lender shall have all other rights and arbitrary discretion remedies not inconsistent herewith as provided by law or in equity. No exercise by Lender of the Lender, one right or remedy shall be held deemed an election, and no waiver by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the any default on Borrower’s part shall be deemed a continuing waiver. No delay by Lender shall elect. Any surplus of such cash constitute a waiver, election or cash proceeds held acquiescence by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusit. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. Upon an Event of Default, without notice by Lender to or demand by Lender of Borrower, all of Borrower's Liabilities shall be accelerated and shall be due and payable forthwith, and Lender may, in its sole and absolute discretion: (a) Upon the occurrence and continuation exercise any one or more of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower's books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. Interest shall be payable on all of Borrower's Liabilities hereunder from the Lender. The Lender may proceed to sell or otherwise dispose date of the Collateral at public or private sale for cash or credit; provided, however, that Event of Default until the Company shall be credited with proceeds earlier of such sale only when (i) the proceeds are actually date payment in full is received by Lender or (ii) a curable Event of Default has been cured, at one and one-half percent (11/2%) per month or the Lender. The Company agrees that, to the extent notice of sale shall be required highest rate permitted by law, whichever is less. All of Lender's rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies. Lender agrees to give notice of any sale to Borrower at least 10 days’ notice ten days prior to the Company at the time and place of any public sale or at least ten days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may if Lender deems it reasonable, postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect of the Collateralaccelerate all Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies of accruing to a secured party on default lender under applicable law, including, but not limited to, the UCC in effect at or other applicable law of the timerelevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default exists, Lender may, in its reasonable discretion, enforce Borrower’s rights against any Account Debtor, secondary obligor or other obligor in respect of any of the LenderAccounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default exists, Lender may, in its reasonable discretion, at such time or times (1) notify Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all Account Debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, all Accounts or other obligations included in the Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other obligors in respect thereof without affecting any Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default exists, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may reasonably require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give written notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all of Borrower's Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of the CollateralBorrower's Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower's books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower's Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender's request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender's rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon 13.1 The Lender in its absolute discretion shall decide the occurrence Security Margin of the Securities and continuation of an Event of Default (as defined the Lender’s decision in this regard shall be binding on the Note)Obligors. 13.2 Unless otherwise specified, the Lender may exercise in respect shall at all times, have absolute discretion to amend any of the Collateral, in addition to any and all other rights and remedies Loan terms under this Agreement. The Borrower will be provided for herein or otherwise available to it under applicable law, all the rights and remedies a written notice of a secured party on default under applicable law, including, but not limited to7 (seven) Working Days, the UCC in effect at Borrower of its intention to amend the timeterms of the Loan, if the same is not acceptable to Borrower, the Borrower may repay the Loans outstanding along with the interest, costs, fees and other monies due and payable under this Agreement without any prepayment charge or penalty. 13.3 Upon breach by the Obligor of any of the covenants herein, the Lender may also, without shall after giving a reasonable notice except (as specified more particularly set out in Clause 15(a) below, sell ) be entitled to exercise all its rights over the Collateral which shall include i) appropriation of the monies lying in the Bank Account towards the Borrower’s dues to the Lender under the Loan and ii) right to invoke the pledge, sell, dispose of or any part thereof transfer the Securities, wholly or in one or more parcels at public or private salepart, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, to such person(s) and on credit or for future delivery, such terms and at such price or prices and upon such other terms conditions as the Lender may in its sole discretion deem commercially reasonablefit and proper which sale, dispose of or transfer shall then conclusively bind the Borrower and such sale, disposal or transfer shall be at the cost of the Obligors. 13.4 The Borrower agrees and confirms that it is the Borrower’s responsibility to maintain sufficient Drawing Power at all times under this Agreement. The Lender may require Borrower further agree and confirm that in the Company event the Borrower fails to assemble the Collateral and deliver it to a place designated maintain sufficient Drawing Power as required by the LenderLender from time to time then the Lender shall be entitled to exercise all or any of its rights over the Security/Collateral as mentioned herein above. The In such an event the Lender may proceed shall be entitled to exercise such right forthwith after giving a 2 Working Days’ notice to the Obligors. Provided that the Lender shall be entitled to sell or otherwise dispose of the Securities/ Collateral at or any part thereof including by public auction or private sale contract, after giving a written notice of less than 2 (Two) working days to the Obligors, if, in consideration of prevalent market conditions, the Lender deems the same to be suitable, in its sole discretion. 13.5 The Obligors hereby expressly agrees that any of the Lender’s acts for cash the realization of Securities would be sufficient and the consequence thereof would not be called in question by the Obligors. 13.6 In the event of proceeds of sale, disposal or credit; providedtransfer of Securities not being sufficient to recover Borrower’s dues under the Loan, however, that the Company Lender shall be credited with proceeds entitled to proceed against the Obligors for the recovery of Borrower’s dues to the Lender under the Loan remaining outstanding after appropriation of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at 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 Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjournedObligor’s costs. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), without notice by Lender to, or demand by Lender of, Borrower, all of Borrower's Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of Borrower's Liabilities and same shall be due and payable forthwith and/or Lender may terminate the CollateralRevolving Commitment and any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower's books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower's Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender's request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender's rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), without notice by Lender to, or demand by Lender of, Borrower, all Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect of accelerate all Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate the CollateralRevolving Commitment and any other commitments to provide any financing hereunder. Lender may, in addition to its sole discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies of accruing to a secured party on default lender under applicable law, including, but not limited to, the UCC in effect at or other applicable law of the timerelevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default exists, Lender may, in its discretion, enforce Borrower’s rights against any Account Debtor, secondary obligor or other obligor in respect of any of the LenderAccounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default exists, Lender may, in its discretion, at such time or times (1) notify Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct Account Debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, all Accounts or other obligations included in the Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default exists, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate the CollateralRevolving Commitment and any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any account debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence occurrence, and continuation during the continuation, of an Event of Default, and after expiration of the applicable period to cure such Event of Default provided in Section 8.2, if any period to cure is provided, Lender may at its election do any one or more of the following, all of which are hereby authorized by Borrower: (a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable; (b) Terminate this Agreement and any of the other Loan Documents as defined to any future liability or obligation of Lender, but without affecting any of the Lender's Liens in the Note)Collateral and without affecting the Obligations; (c) Require Borrower to provide reports pursuant to Section 6.1(b) of this Agreement on a monthly basis, within 30 days after the end of each month, in addition to the quarterly reports required under that section. (d) Settle or adjust disputes and claims directly with Account debtors (excepting Trade Accounts to the extent of any Lien on such Accounts securing the Revolving Debt) for amounts and upon terms which Lender considers advisable, and in such cases, Lender will credit Borrower's loan account with only the net amounts received by Lender in payment of such disputed Accounts after deducting all expenses incurred or expended in connection therewith; (e) Without notice to or demand upon Borrower, make such payments and do such acts as Lender considers necessary or reasonable to protect its security interests in the Collateral. Borrower agrees to assemble the personal property Collateral if Lender so requires, and to make that Collateral available to Lender at a place that Lender may exercise in respect designate. Borrower authorizes Lender to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien that in addition Lender's determination appears to conflict with the Lender's Liens and to pay all expenses incurred in connection therewith and to charge Borrower's loan account therefor. With respect to any of Borrower's owned or leased premises, Borrower hereby grants Lender a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender's rights or remedies provided herein, at law, in equity, or otherwise; (f) Without notice to Borrower (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the meaning of the Code), set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Lender, or (ii) Indebtedness at any time owing to, or for the credit or the account of, Borrower by Lender (excepting to the extent of any Lien on such Indebtedness securing the Revolving Debt); (g) Hold, as cash collateral, any and all balances and deposits of Borrower held by Lender to secure the full and final repayment of all of the Obligations; (h) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Borrower hereby grants to Lender a license or other right to use, without charge, Borrower's labels, patents, copyrights, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit; (i) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower's premises) as Lender determines is commercially reasonable. It is not necessary that the Collateral be present at any such sale; (j) Lender shall give notice of the disposition of the Collateral as follows, with shall be deemed a commercially reasonable sale: (i) Lender shall give Borrower a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, then the time on or after which the private sale or other disposition is to be made; and (ii) The notice shall be personally delivered or mailed, postage prepaid, to Borrower at least 10 days before the earliest time of disposition set forth in the notice; no notice needs to be given prior to the disposition of any portion of the Collateral that is perishable or threatens to decline speedily in value or that is of a type customarily sold on a recognized market; (k) Lender may credit bid and purchase at any public sale; and (l) Lender may seek the appointment of a receiver or keeper to take possession of all or any portion of the Collateral or to operate same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing; (m) Without limiting the generality of any rights and remedies conferred upon Lender, Lender may, to the full extent permitted by law: (i) enter upon Borrower's premises, exclude therefrom Borrower or any affiliate thereof, and take immediate possession of the Collateral, either personally or by means of a receiver appointed by a court of competent jurisdiction; (ii) use, operate, manage and control the Collateral in any lawful manner; (iii) collect and receive all rents, income, revenue, earnings, issues and profits therefrom; and (iv) maintain, repair, renovate, alter or remove the Collateral as Lender may determine in its discretion, and any monies so collected or received by Lender shall be applied to, or may be accumulated for application upon, satisfaction of the Obligations or any other sums owed by Borrower to Lender. (n) Lender shall have all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at 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 Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole law or in part by the Lender against, all equity or pursuant to any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.other Loan Document; and

Lenders Rights and Remedies. (a) Upon If an Event of Default shall occur, Lender at its option may exercise any or all the occurrence following remedies without thereby being deemed to have elected remedies: a. Declare the entire unpaid principal balance on this Line of Credit Agreement and continuation all accrued unpaid interest immediately due and payable whereupon the same shall forthwith become due and payable without notice, presentment, demand, protest, notice of intention to accelerate, notice of acceleration, or other notice of any kind, all of which Borrower hereby expressly waives, anything contained herein to the contrary notwithstanding; provided, however, in the case of an Event of Default described in subparagraphs 9(d) or (as defined in e) above, (i) all amounts payable by the Note)Borrower hereunder, including, without limitation, the principal balance and all accrued interest on this Agreement, shall automatically become immediately due and payable, without notice, action or election by Lender, and (ii) Lender may exercise enforce any other rights granted pursuant to this Agreement, any other document, or by applicable law. b. Immediately, without notice to Borrower, cease to make any Advances hereunder. c. Reduce any claim to judgment. d. Exercise all rights and remedies available to Lender at law or in respect of the Collateral, in addition equity. e. Impose an administrative “freeze” on Borrower’s accounts or reduce to possession and ownership any and all money, deposits, credits, securities, and other rights and remedies provided for herein property or proceeds thereof, now or hereafter in the hands of the Lender on deposit or otherwise available for the account of, to it under applicable lawthe credit of, all the rights and remedies of a secured party on default under applicable law, including, but not limited or belonging to, the UCC in effect at the timeBorrower, and the Lender may alsoany Obligor, 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 Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which Borrower and any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at Obligor (collectively, the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder“Deposits”), and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash apply same to any or cash proceeds held by the Lender and remaining after payment in full all of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusLiabilities hereunder. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and shall have all other rights and remedies provided for herein or otherwise available to it under the Security Agreement, the other Loan Documents and applicable law, all law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Borrower agrees that such rights and remedies of a secured party on default under applicable law, includinginclude, but are not limited to, the UCC in effect at the time, and the right of Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed secured party to sell or otherwise dispose of its collateral after default pursuant to the Collateral UCC. Borrower agrees that Lender shall at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of all times have such sale only when the proceeds are actually received by the Lender. The Company agrees thatroyalty free licenses, to the extent notice of sale permitted by law and Borrower's existing contracts, for any Intellectual Property Collateral that shall be required by law, at least 10 days’ notice reasonably necessary to permit the Company at the time and place exercise of any public sale of Lender's rights or remedies upon or after the time occurrence and during the continuance of an Event of Default and shall additionally, effective upon or after which the occurrence and during the continuance of an Event of Default, have the right to license and/or sublicense any private sale is Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Lender in its discretion shall determine. In addition to be made shall constitute reasonable notification. The and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall not have the right but shall in no way be obligated to make bring suit, or to take such other action as Lender deems necessary or advisable, in the name of Borrower or Lender, to enforce or protect any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement the Intellectual Property Collateral, in which event Borrower shall, at the time request of Lender, do any and place fixed therefor all lawful acts and execute any and all documents required by Lender in aid of such saleenforcement. To the extent that Lender shall elect not to bring suit to enforce such Intellectual Property Collateral, without further noticeBorrower agrees to use all reasonable measures and its diligent efforts, may be made at whether by action, suit, proceeding or otherwise, to prevent the time infringement, misappropriation or violations thereof in any material respect by others and place for that purpose agrees diligently to which it was so adjournedmaintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) Any cash held by the Lender as Collateral and all The cash proceeds by Lender actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of any sale of, collection from, other realization upon all or any part the Intellectual Property Collateral the application of the Collateral may, in the sole and arbitrary discretion of the Lenderwhich is not otherwise provided for herein, shall be held by applied as provided in the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusSecurity Agreement. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities (other than those arising under the Warrants or the Success Fee Agreement) shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of Borrower’s Liabilities (other than those arising under the CollateralWarrants or the Success Fee Agreement) and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies of accruing to a secured party on default Lender under applicable law, including, but not limited to, the UCC in effect at or other applicable law of the timerelevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all Account Debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Following the occurrence and during the continuance of an Event of Default: 11.1. Upon the occurrence and continuation during the continuance of an Event of Default, Lender may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: (a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Xxxxxxx 00 (x), (x), (x), (x), (x), (x) or (t), all Obligations shall become immediately due and payable without any action by Lender); (b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement or under any other agreement between Borrower and Lender; (c) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Lender reasonably considers advisable; (d) Make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest in the Collateral. Borrower agrees to assemble the Collateral if Lender so requires, and to make the Collateral available to Lender as Lender may designate. Borrower authorizes Lender to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Lender’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Borrower’s owned premises, Borrower hereby grants Lender a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or remedies provided herein, at law, in equity, or otherwise; (e) Set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Lender, and (ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Lender; (f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Lender is hereby granted a license or other right, solely pursuant to the provisions of this Section, to use, without charge, Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Lender’s exercise of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements shall inure to Lender’s benefit; (g) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower’s premises) as Lender determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Lender deems appropriate. Lender may sell the Collateral without giving any warranties as to the Collateral. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Lender sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Lender, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Lender may resell the Collateral and Borrower shall be credited with the proceeds of the sale; (h) Lender may credit bid and purchase at any public sale; (i) Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without regard to the adequacy of the security for the Obligations and without regard to the solvency of Borrower, any guarantor or any other Person liable for any of the Obligations; (j) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower; and (k) In the event that at any time Notes and Warrants are outstanding, (i) the Company is prohibited from issuing Warrant Shares, (ii) the Company fails to timely deliver Warrant Shares within five Business Days after a Delivery Date if required to deliver such Warrant Shares pursuant to Section 1.7 or 1.8 of the Warrants, (iii) upon the occurrence of any other Event of Default (as defined in the NoteLoan Documents), any of the foregoing that continues for more than twenty (20) Business Days, (iv) a Change in Control, or (v) of the liquidation, dissolution or winding up of the Company, then at each Lender’s election and in lieu of the payment required pursuant to Section 2.1.3(a), the Company must pay to the Lender fifteen (15) Business Days after request by the Lender (“Calculation Period”), a sum of money determined by multiplying up to the outstanding principal amount of the Lender’s pro rata portion of the Obligations multiplied by 115%, together with accrued but unpaid interest thereon (“Mandatory Redemption Payment”). The Mandatory Redemption Payment must be received by the Lender within fifteen (15) Business Days after request (“Mandatory Redemption Payment Date”). Upon receipt of the Mandatory Redemption Payment, all Obligations with respect to principal and interest for the Term Loan will be deemed paid and no longer outstanding. Liquidated damages calculated pursuant to the Warrants, the Subscription Agreement and the Registration Rights Agreement, that have been paid or accrued for the ten day period prior to the actual receipt of the Mandatory Redemption Payment by the Lender shall be credited against the Mandatory Redemption Payment. Lender may exercise comply with any applicable state or federal law requirements in respect connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at 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 Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of the CollateralBorrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies of accruing to a secured party on default lender under applicable law, including, but not limited to, the UCC in effect at or other applicable law of the timerelevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all Account Debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) Business Days prior to the Company at the time and place of any public sale or at least ten (10) Business Days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further noticebeing required to give a new notice of sale. Borrower agrees that, may be made at the time and place subject to which it was so adjourned. (b) Any cash held by the applicable law, Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and shall have all other rights and remedies provided for herein or otherwise available to it under the Security Agreement, the other Loan Documents and applicable law, all law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Borrower agrees that such rights and remedies of a secured party on default under applicable law, includinginclude, but are not limited to, the UCC in effect at the time, and the right of Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed secured party to sell or otherwise dispose of its collateral after default pursuant to the Collateral UCC. Borrower agrees that Lender shall at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of all times have such sale only when the proceeds are actually received by the Lender. The Company agrees thatroyalty free licenses, to the extent notice of sale permitted by law and Borrower's existing contracts, for any Intellectual Property Collateral that shall be required by law, at least 10 days’ notice reasonably necessary to permit the Company at the time and place exercise of any public sale of Lender's rights or remedies upon or after the time occurrence and during the continuance of an Event of Default and shall additionally, effective upon or after which the occurrence and during the continuance of an Event of Default, have the right to license and/or sublicense any private sale is Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Lender in its discretion shall determine. In addition to be made shall constitute reasonable notification. The and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall not have the right but shall in no way be obligated to make bring suit, or to take such other action as Lender deems necessary or advisable, in the name of the Borrower or Lender, to enforce or protect any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement the Intellectual Property Collateral, in which event the Borrower shall, at the time request of Lender, do any and place fixed therefor all lawful acts and execute any and all documents required by Lender in aid of such saleenforcement. To the extent that Lender shall elect not to bring suit to enforce such Intellectual Property Collateral, without further noticeBorrower agrees to use all reasonable measures and its diligent efforts, may be made at whether by action, suit, proceeding or otherwise, to prevent the time infringement, misappropriation or violations thereof in any material respect by others and place for that purpose agrees diligently to which it was so adjournedmaintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) Any cash held by the Lender as Collateral and all The cash proceeds by Lender actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of any sale of, collection from, other realization upon all or any part the Intellectual Property Collateral the application of the Collateral may, in the sole and arbitrary discretion of the Lenderwhich is not otherwise provided for herein, shall be held by applied as provided in the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusSecurity Agreement. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) 8.1 Exclusive of the occurrence of an Event of Default, the Lender may: a. Whenever the Lender deems itself insecure by reason of a material adverse change in the financial condition of the Borrower or the Guarantors, or of a material adverse change in the value or condition of the Collateral or the Premises, terminate its agreement to make loans or advances to the Borrower pursuant to this Agreement, declare all of the Obligations of the Borrower to the Lender to be due and payable, and demand payment of all of the Obligations of the Borrower to the Lender; b. Call at the Borrower's place of business during the regular business hours of the Borrower, and at reasonable intervals to be determined by the Lender and, without hindrance or delay, inspect, audit, check and make extracts or copies from the Borrower's books, records, journals, orders, receipts, correspondence, and other data, and inspect the Collateral and the Premises; c. Endorse the name of the Borrower upon any and all checks, drafts, money orders and other instruments for the payment of monies which are payable to the Borrower and constitute proceeds of the Collateral; d. Receive and have access to printouts and all other information respecting financial records of the Borrower maintained by external computer service companies; and e. Communicate, in the name of a certified public accountant or public accountant, or in a fictitious name or names, with customers and account debtors of the Borrower to independently verify orders and accounts receivable. 8.2 Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect shall have the following rights and remedies to be exercised within the sole discretion of the CollateralLender without further demand, in addition to presentation or notice, of any and kind: a. The Lender shall have all other of those rights and remedies provided for herein in this Agreement, in the Uniform Commercial Code and other applicable law in force and effect in New Jersey from time to time; b. The Lender's agreement to make any further loans pursuant to this Agreement, or otherwise available otherwise, shall cease, and all of the Obligations of the Borrower to it the Lender shall immediately become due and payable; c. In protecting, exercising or enforcing its interests, rights or remedies under applicable lawthis Agreement, receive, open and dispose of mail addressed to the Borrower, provided that the Lender shall use its best efforts to return without delay to the Borrower all mail not related to the rights and remedies of a secured party on default under applicable law, including, but not limited toCollateral, the UCC in effect at Premises or to any of the timeObligations, and in connection therewith, give such notice to any office or officials of the Lender may alsoUnited States Postal Service, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private salesuccessor thereof, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at to effect such price or prices and upon such other terms changes of address as the Lender may deem commercially reasonable. The Lender necessary so that all mail addressed to the Borrower may require be delivered directly to the Company Lender; d. Require the Borrower to assemble the Collateral and deliver make it available at the principal place of business or other places of business of the Borrower to a place designated by allow the Lender. The Lender may proceed to take possession or dispose of the Collateral; e. Take possession of and sell or otherwise dispose of any or all of the Collateral at public or private sale for cash or credit; providedsale, however, that the Company shall be credited with proceeds and if notice of such sale only when the proceeds are actually received or of other action by the Lender. The Company agrees that, to the extent notice of sale shall be Lender is required by applicable law, at least 10 days’ the Borrower agrees that ten (10) days notice to the Company Borrower shall be sufficient, which the Lender and the Borrower herewith agree to be commercially reasonable; f. Subrogate to all of the Borrower's interests, rights and remedies in respect to the Collateral, including the right to stop delivery, and (upon notice from the Borrower that the account debtor has returned, rejected, revoked acceptance of or failed to return the goods or that the goods have been reconsigned or diverted) the right to take possession of and to sell or dispose of the goods; g. Execute in the name of the Borrower any schedules, assignments, instruments, documents and statements which the Borrower is obligated to give the Lender; h. Sign financing statements in the name of the Borrower, or file financing statements without the Borrower's signature, in any relevant state to perfect or maintain the Lender's security interest in any or all of the Collateral; and i. Receive from all or any accountants and auditors employed by the Borrower at any time during the time and place term of this Agreement copies of any public sale of the Borrower's financial statements, trial balances or other accounting records of any sort in their possession, together with any other information concerning the time after which financial status or business operations of the Borrower. j. Without limitation of the Lender's rights under this Agreement, the Lender shall have the right, but not the obligation, to exercise any private sale is of its rights set forth in the Environmental Agreement at any time. 8.3 The Borrower hereby grants to the Lender an irrevocable license (or sub-license as the case may be) to use all of the Borrower's trademarks and trade names, with all rights, privileges and benefits flowing therefrom but none of the obligations, to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held exercised by the Lender as Collateral after the occurrence of an Event of Default and all cash proceeds by Lender in respect solely for the purpose of any sale of, collection from, other realization upon all or any part of liquidating the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and shall have all other rights and remedies provided for herein or otherwise available to it under the Security Agreement, the other Loan Documents and applicable law, all law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Borrower agrees that such rights and remedies of a secured party on default under applicable law, includinginclude, but are not limited to, the UCC in effect at the time, and the right of Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed secured party to sell or otherwise dispose of its collateral after default pursuant to the Collateral UCC. Borrower agrees that Lender shall at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of all times have such sale only when the proceeds are actually received by the Lender. The Company agrees thatroyalty free licenses, to the extent notice of sale permitted by law and Borrower's existing contracts, for any Intellectual Property Collateral that shall be required by law, at least 10 days’ notice reasonably necessary to permit the Company at the time and place exercise of any public sale of Lender's rights or remedies upon or after the time occurrence of an Event of Default and shall additionally, effective upon or after which the occurrence of an Event of Default, have the right to license and/or sublicense any private sale is Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Lender in its discretion shall determine. In addition to be made shall constitute reasonable notification. The and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall not have the right but shall in no way be obligated to make any sale of Collateral regardless of any notice of sale having been given. The bring suit, or to take such other action as Lender may adjourn any public deems necessary or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral mayadvisable, in the sole and arbitrary discretion name of the Borrower or Lender, shall be held by the Lender as Collateral for, and/or then to enforce or at protect any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunderIntellectual Property Collateral, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.which event the

Lenders Rights and Remedies. (a) Upon Subject to the occurrence occurrence, and continuation during the continuation, of an Event of Default, Lender shall provide Borrower with written notice thereof and the option to cure. If Borrower fails to cure such Event of Default within ten (10) days after delivery of such written notice, Lender may, at its sole and absolute discretion, without further notice, do any one or more of the following, all of which are authorized by Borrower: (a) Declare all Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable; (b) Terminate this Agreement and any of the other Loan Documents as defined to any future liability or obligation of Lender, but without affecting Lender's rights and security interests in the NoteCollateral and without affecting the Obligations; (c) Without notice to or demand upon Borrower, make such payments and do such acts as Lender considers necessary or reasonable to protect its security interests in the Collateral; (d) Without notice to Borrower (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the Lender may exercise in respect meaning of Section 9-505 of the UCC), set off and apply to the Obligations any and all (i) balances and deposits of Borrower held by Lender, or (ii) indebtedness at any time owing to or for the credit or the account of Borrower held by Lender; or (e) Collect, receive, appropriate and realize upon the Collateral, on such terms as Lender, in addition to its sole and absolute discretion, deems appropriate without any and all other rights and remedies provided liability for herein or otherwise available to it under applicable law, all any loss due a decrease in the rights and remedies market value of a secured party on default under applicable law, including, but not limited to, the UCC in effect at Collateral during the time, and the Lender may alsoperiod held, without demand of performance or other demand, advertisement or notice of any kind, except as specified below, sell to or upon Borrower or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law). If any notification to Borrower of intended disposition of the Collateral is required by law, such notification shall be deemed reasonable and properly given if mailed to Borrower, postage prepaid, at least ten (10) days before any such disposition at the address indicated by Borrower's signature. Any disposition of the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds free of such sale only when the proceeds are actually received by the Lender. The Company agrees thatany equity or right of redemption in Borrower, which right of equity is, to the extent notice of permitted by applicable law, hereby expressly waived or released by Borrower. Borrower further agrees that such sale or sales made under the foregoing circumstances shall be required by law, at least 10 days’ notice deemed to the Company at the time and place of any public sale or the time after which any private sale is to be have been made shall constitute in a commercially reasonable notificationmanner. The Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part disposition of the Collateral maypermitted under this Loan Agreement, in unless the sole and arbitrary discretion of the Lender, terms thereof shall be held by satisfactory to Lender. Lender's rights and remedies under this Agreement, the Lender as Collateral forLoan Documents, and/or then or at any time thereafter applied in whole or in part by the Lender against, and all or any part of the expenses and costs to other agreements shall be cumulative. No exercise by the Lender of its rights hereunderone right or remedy shall be deemed an election, and to the Obligations then remaining unpaid as the no waiver by Lender of any Event of Default shall be deemed a continuing waiver. No delay by Lender shall elect. Any surplus of such cash constitute a waiver, election, or cash proceeds held acquiescence by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusit. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default Default, the Lender, at its option, may (as defined a) declare the Obligations immediately due and payable, without presentment, notice, protest or demand of any kind for the payment of all or any part of the Obligations (all of which are expressly waived by the Borrowers) and exercise all of its rights and remedies against the Borrowers and any Collateral provided herein, in any other Loan Document, or in any other agreement between any Borrower and the Note)Lender, at law or in equity, and (b) exercise all rights granted to a secured party under the UCC or otherwise. Upon the occurrence of an Event of Default, the Lender may exercise in respect take possession of the Collateral, in addition to or any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the timepart thereof, and the Borrowers hereby grant the Lender may also, without notice except as specified below, sell authority to enter upon any premises on which the Collateral may be situated, and remove the Collateral from such premises or any part thereof in one or more parcels at public or private saleuse such premises together with the Borrowers’ materials, at any exchangesupplies, broker’s board or at books and records, to maintain possession and/or the condition of the Collateral and to prepare the Collateral. The Borrowers shall, upon the Lender’s principal office or elsewheredemand, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver make it to available at a place designated by the Lender. The Lender may proceed which is reasonably convenient to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees thatUnless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, to the extent Lender shall give the Borrowers reasonable notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale thereof or of the time after which any private sale sales or other intended disposition thereof is to be made shall constitute reasonable notificationmade. The Lender shall not requirement of reasonable notice will be obligated met if such notice is mailed, postage prepaid, to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time Borrowers at least ten days prior to time by announcement at the time and place fixed therefor and of such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by sale or disposition. If the Lender as Collateral and all cash proceeds by Lender in respect of sells any sale of, collection from, other realization upon all or any part of the Collateral mayupon credit, in the sole and arbitrary discretion of the Lender, shall Borrowers will be held credited only with payments actually made by the Lender as Collateral forpurchaser, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held peceived by the Lender and remaining after payment in full applied to the Obligations. If the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Borrowers will be credited with the proceeds therefrom. Notwithstanding the foregoing, upon the filing by or against any Borrower of any petition under any provision of the Obligations shall be paid over to United States Bankruptcy Code (and in the Company or to whomsoever case of an involuntary action, which remains unvacated for 45 days), the Lender may be lawfully entitled to receive such surplustake the actions described above in clauses (a) and (b). (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) 9.1 Upon the occurrence and continuation of an Event of Default (by Borrower under this Agreement, Lender may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: a. Declare Borrower's Indebtedness, whether evidenced by this Agreement, installment notes, demand notes or otherwise, immediately due and payable to Lender; b. Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Lender; c. Terminate this Agreement as defined to any future liability or obligation of Lender, but without affecting Lender's rights and security Interests in the NoteProperty, and the Indebtedness of Borrower to Lender; d. Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Lender considers necessary or reasonable to protect its lien upon the Property. Borrower authorizes Lender to enter the Property, take and maintain possession of the Property (at no charge to Lender), or any part thereof, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Lender appears to be prior or superior to its lien and to pay all expenses incurred in connection therewith; e. Without limiting Lender's rights under any security interest, Lender is hereby granted a license or other right to use, without charge, Borrowers labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property or a similar nature as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and Borrower's rights under all licenses and all franchise agreement shall inure to Lender's benefit, and Lender shall have the night and power to enter into sublicense agreements with respect to all such rights with third parties on terms acceptable to Lender; f. Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sales and sell (in the manner provided for herein) the Inventory; g. Sell or dispose the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrower's premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral be present at any such sale. At any sale or other disposition of the Collateral pursuant to this Section, Lender disclaims all warranties which would otherwise be given under the Uniform Commercial Code, including without limitation a disclaimer of any warranty relating to title, possession, quiet enjoyment or the like, and Lender may exercise communicate these disclaimers to a purchaser at such disposition. This disclaimer of warranties will not render the sale commercially unreasonable; h. Lender shall give notice of the disposition of the Collateral as follows: (1) Lender shall give Borrower and each holder of a security interest in respect the Collateral who has filed with Lender a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; (2) The notice shall be personally delivered or mailed, postage prepaid, to Borrower's address appearing in this Agreement, at least ten (10) calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value. Notice to persons other than Borrower claiming an interest in the Collateral shall be sent to such addresses as have been furnished to Lender or as otherwise determined in accordance with Section 9611 of the Uniform Commercial Code; and (3) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; and (4) Lender may credit bid and purchase at any public sale. i. Borrower shall pay all Lender Expenses incurred in connection with Lender's enforcement and exercise of any of its rights and remedies as herein provided, whether or not suit is commenced by Lender; j. Any deficiency which exists after disposition of the Collateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the rights of third parries, to Borrower by Lender, or, in Lender's discretion, to any party who Lender believes, in good faith, is entitled to the excess; k. The proceeds of any sale or other disposition of Collateral authorized by this Agreement shall be applied by Lender first upon all expenses authorized by the Uniform Commercial Code and all reasonable attorney fees and legal expenses incurred by Lender, whether in-house or outside counsel is used, the balance of the proceeds of the sale or other disposition shall be applied in the payment of the Indebtedness, first to interest, then to principal, then to remaining Indebtedness and the surplus, if any, shall be paid over to Borrower or to such other person(s) as may be entitled to it under applicable law. Borrower shall remain liable for any deficiency, which it shall pay to Lender immediately upon demand. Borrower agrees that Lender shall be under no obligation to accept any noncash proceeds in connection with any sale or disposition of Collateral unless failure to do so would be commercially unreasonable. If Lender agrees in its sole discretion to accept noncash proceeds (unless the failure to so would be commercially unreasonable), Lender may ascribe any commercially reasonable value to such proceeds. Without limiting the foregoing, Lender may apply any discount factor in determining the present value of proceeds to be received in the future or may elect to apply proceeds to be received in the future only as and when such proceeds are actually received in cash by Lender; and l. The following shall be the basis for any finder of fact's determination of the value of any Collateral which is the subject matter of a disposition giving rise to a calculation of any surplus or deficiency under the Uniform Commercial Code: (i) The Collateral which is the subject matter of the disposition shall be valued in an 'as is' condition as of the date of the disposition, without any assumption or expectation that such Collateral will be repaired or improved in any manner; (ii) the valuation shall be based upon an assumption that the transferee of such Collateral desires a resale of the Collateral for cash promptly (but no later than 30 days) following the disposition; (iii) all reasonable closing costs customarily borne by the seller in commercial sales transactions relating to property similar to such Collateral shall be deducted including, without limitation, brokerage commissions, tax prorations, attorney's fees, whether in-house or outside counsel is used, and marketing costs; (iv) the value of the Collateral which is the subject matter of the disposition shall be further discounted to account for any estimated holding costs associated with maintaining such Collateral pending sale (to the extent not accounted for in (iii) above), and other maintenance, operational and ownership expenses; and (v) any expert opinion testimony given or considered in connection with a determination of the value of such Collateral must be given by persons having at least 5 years experience in appraising property similar to the Collateral and who have conducted and prepared a complete written appraisal of such Collateral taking into consideration the factors set forth above. The "value" of any such Collateral shall be a factor in determining the amount of proceeds which would have been realized in a disposition to a transferee other than a secured party, a person related to a secured party or a secondary obligor under the Uniform Commercial Code. 9.2 In addition to any and all other rights and remedies provided for herein available to Lender under or pursuant to this Agreement or any other documents, instrument or agreement contemplated hereby, Borrower acknowledges and agrees that (i) at any time following the occurrence and during the continuance of any Event of Default, and/or (ii) termination of Lender's commitment or obligation to make loans or advances or otherwise available extent credit to it under applicable lawor in favor of Borrower hereunder, together with any and all the other Indebtedness of Borrower to Lender remaining unpaid, and Borrower pledges to Lender and grants to Lender a continuing first priority security interest in such cash collateral so delivered to Lender. 9.3 Lender's rights and remedies under this Agreement and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided by law or in equity. No exercise by Lender of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the timeone right or remedy shall be deemed an election, and the no waiver by Lender may also, without notice except as specified below, sell the Collateral or of any default on Borrower's part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received deemed a continuing waiver. No delay by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made Lender shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public a waiver, election or private sale from time to time acquiescence by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjournedLender. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. 8.1 Upon the occurrence of any Event of Default by Borrower under this Agreement, Lender may, at its election, without notice of its election to and without demand upon Borrower, do any one or more of the following, all of which are authorized by Borrower: (a) Upon Declare all Obligations, whether evidenced by this Agreement or otherwise, immediately due and payable; (b) Cease advancing money or extending credit to or for the occurrence benefit of Borrower under this Agreement, or any other agreement to which Borrower and continuation Lender are party; (c) Terminate this Agreement as to any future liability or obligation of an Event of Default Lender, but without affecting Lender's rights, security interests, and liens in, on and to the Collateral and without affecting the Obligations owing by Borrower to Lender; (d) Make such payments and do such acts as defined Lender considers necessary or reasonable to protect its security interest in the Note)Collateral. Borrower agrees to assemble the Collateral if Lender so requires, and to make the Collateral available to Lender as Lender may exercise in respect designate. Borrower authorizes Lender to enter the premises where the Collateral is located, take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in addition the opinion of Lender appears to be prior or superior to its security interests and liens and to pay all expenses incurred in connection therewith; (e) To the extent, if any, that the same do not constitute Collateral, Lender is hereby granted a license or other right to use, without charge, all of Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit; (f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral; (g) ell the Collateral at either public or private sales, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including the Premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral be present at any such sale; (h) Lender shall give notice of the disposition of the Collateral as follows: (i) Lender shall give Borrower and each holder of a security interest in the Collateral who has filed with Lender a written request for notice, a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; (ii) The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in Section 11 of this Agreement, at least five (5) calendar days before the date fixed for the sale, or at least five (5) calendar days before the date on or after which the private sale or other disposition is be made, unless the Collateral is perishable or threatens to decline speedily in value. Notice to Persons other than Borrower claiming an interest in the Collateral shall be sent to such addresses as they have furnished to Lender; (iii) If the sale is to be a public sale, Lender shall also give notice of the time and place by publishing a notice one time at least five (5) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; (i) Lender may bid (by credit bidding, bidding or bidding in any way permitted by applicable law) and purchase at any public sale; (j) Borrower shall pay all Expenses incurred in connection with Lender's enforcement and exercise of any of its rights and remedies as herein provided, whether or not suit is commenced by Lender; and (k) Any deficiency which exists after disposition of the Collateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the rights of third parties, to Borrower by Lender. 8.2 Lender's rights and remedies under this Agreement and all other agreements shall be cumulative. Lender shall have all other rights and remedies not inconsistent herewith as provided for herein or otherwise available to it under applicable lawthe Code, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time or in equity. No exercise by Lender of one right or remedy shall be deemed an election, and place no waiver by Lender of any public sale or the time after which any private sale is to default on Borrower's part shall be made deemed a continuing waiver. No delay by Lender shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public a waiver, election or private sale from time to time acquiescence by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjournedit. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(e), without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall be automatically terminated, and upon and during the continuance of any other Event of Default, without notice by Lender to, or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate the CollateralRevolving Commitments and any other commitments to provide any financing hereunder. At any time that an Event of Default has occurred and is continuing, Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may be located, and without charge or liability to Lender may alsotherefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, without notice except as specified belowpreparing and disposing of the Collateral; (c) sell, sell lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any account debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default Default, Lender may at its election and without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: (a) Declare the obligations, whether evidenced by installment notes, demand notes or otherwise, immediately due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. (b) Terminate this Agreement as defined to any future liability or obligation of Lender, but without affecting the Obligations or Lender's rights and security interests in the Note)Collateral. (c) Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest in the Collateral. Borrower authorizes Lender may exercise in respect to enter the premises where the Collateral is located, take possession of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in one the opinion of Lender appears to be prior or more parcels superior to its security interest and to pay all expenses incurred in connection therewith. (d) Ship reclaim recover, store, finish, maintain and repair the collateral, and prepare the Collateral for sale. (e) Sell the Collateral at either a public or private sale, at any exchangeor both, broker’s board by way of one or at Lender’s principal office more contracts or elsewheretransactions, for cashcash or on terms, on credit or for future delivery, in such manner and at such price or prices and upon such other terms places (including Borrower's premises) as is commercially reasonable in the Lender may deem commercially reasonable. The Lender may require the Company to assemble opinion of Lender, the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell need not be present at any such sale. (f) Purchase all or otherwise dispose any portion of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at 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 Lender shall not be obligated to make any sale of Collateral regardless of any 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, without further notice, may be made at the time and place to which it was so adjournedthereof. (bg) Any cash held by the Lender as Collateral and Require Borrower to take any or all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in following actions: pledge assemble and deliver the sole and arbitrary discretion of the Lender, shall be held by the Inventory to Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled a third party as Lender's bailee; or hold the same in trust for Lender's account; or store the same in a warehouse in Lender's name; or deliver to receive such surplus. (c) All provisions contained herein pertaining Lender documents of title representing said inventory; or evidence Lender's security interest in any other manner acceptable to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon If an Event of Default shall occur, Lender at its option may exercise any or all the occurrence following remedies without thereby being deemed to have elected remedies: a. Declare the entire unpaid principal balance on this Line of Credit Agreement and continuation all accrued unpaid interest immediately due and payable whereupon the same shall forthwith become due and payable without notice, presentment, demand, protest, notice of intention to accelerate, notice of acceleration, or other notice of any kind, all of which Borrower hereby expressly waives, anything contained herein to the contrary notwithstanding; provided, however, in the case of an Event of Default described in subparagraphs 9(d) or (as defined in e) above, (i) all amounts payable by the Note)Borrower hereunder, including, without limitation, the principal balance and all accrued interest on this Agreement, shall automatically become immediately due and payable, without notice, action or election by Lender, and (ii) Lender may exercise enforce any other rights granted pursuant to this Agreement, any other document, or by applicable law. b. Immediately, without notice to Borrower, cease to make any Advances hereunder. c. Reduce any claim to judgment. d. Exercise all rights and remedies available to Lender at law or in respect of the Collateral, in addition equity. e. Impose an administrative “freeze” on Borrower’s accounts or reduce to possession and ownership any and all money, deposits, credits, securities, and other rights and remedies provided for herein property or proceeds thereof, now or hereafter in the hands of the Lender on deposit or otherwise available for the account of, to it under applicable lawthe credit of, all the rights and remedies of a secured party on default under applicable law, including, but not limited or belonging to, the UCC in effect at the timeBorrower, and the Lender may alsoany Obligor, 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 Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which Borrower and any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at Obligor (collectively, the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder“Deposits”), and to apply same to any or all of the Obligations then remaining unpaid as Liabilities hereunder. As used in this Section, “Liabilities” means any and all indebtedness for borrowed money of the Borrower and/or each Obligor to Lender of any nature whatsoever, now existing or hereafter arising, due or to become due, absolute or contingent, direct or indirect and whether joint, several, or joint and several; and “Obligor” shall mean and include each endorser, surety, guarantor or other party primarily or secondarily liable to the Lender shall elect. Any surplus of such cash hereunder or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over under any guaranty relating to the Company Liabilities other than the Borrower. Borrower agrees to pay all reasonable costs of collection, supervision, and administration of all amounts due hereunder and the indebtedness evidenced hereby (including, without limitation, of any renewals, extensions, replacements, or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to modifications hereof), including reasonable attorneys fees and costs of Lender’s remedies shall be attorneys, incurred in connection with any actual or threatened Event of Default hereunder, whether or not suit is commenced. Borrower also agrees to pay all reasonable costs of Lender, including reasonable fees and are severable and cumulativecosts of its attorneys, incurred in connection with any Bankruptcy, reorganization, insolvency, or other similar proceedings involving Borrower.