Common use of REMEDIES AFTER DEFAULT Clause in Contracts

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor ofPledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor ofPledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); andand Fourth, to the payment of any surplus then remaining from such proceeds to the Pledgor, or otherwise as a court of competent jurisdiction may direct. 9.4 Except as provided herein, Pledgor hereby agrees that it shall have no rights to the Collateral or the proceeds from the sale thereof in the event of a Default.

REMEDIES AFTER DEFAULT. 9.1 Upon Immediately upon the occurrence of an Event of Default, and during the continuance thereof, in addition to all other rights and remedies of Pledgee whether provided under law, the Credit Agreement, the other Financing Agreements or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, the Pledgor, except as such notice or consent is expressly provided for hereunder: (a) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the Issuers (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Property in the name of Pledgee or in the name of Pledgee's nominee, and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee and, in furtherance of the foregoing, Pledgor shall execute and deliver to Pledgee together herewith a DefaultSpecial Power of Attorney in the form of EXHIBIT 1 hereto. After said instruction, and without further notice, Pledgee may exercise all voting and corporate rights with respect to the Pledged Securities and may exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities as if Pledgee were the absolute owner thereof, including without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, at its discretion, any and all of the Pledged Securities upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Pledgee, Pledgee shall have the sole andexclusive right to deposit and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any deliver any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and be applied in accordance with the provisions hereofconditions as Pledgee may determine, all without liability. In the event of a defaultHowever, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder Pledgee shall have no duty to require that all or exercise any part of the Collateral aforesaid rights, privileges or options and shall not be transferred responsible for any failure to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. do so or delay in doing so. (b) In addition to having all of the right to exercise any right or remedy rights and remedies of a secured party upon default under the California Uniform Commercial CodeCode or other applicable law, Pledgeholder shallPledgee shall have the right, if directed at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to do so by Written Noticeor upon Pledgor, or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), without being required to give any notice proceed forthwith to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Pledged Property or any part thereof, thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash, upon cash or on credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser delivery without assumption of any credit risk by Pledgee, with Pledgee and/or any Lender having the right to purchase all or all any part of the Collateral said Pledged Property so sold and thereafter may hold the sameat any such sale or sales, absolutelypublic or private, free from of any right or claim equity of whatsoever kindredemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. Pledgeholder is authorizedThe proceeds of any such collection, at such redemption, recovery, receipt, appropriation, realization or sale, if it deems it after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Pledged Property or in any way relating to the rights of Pledgee hereunder (including, without limitation, appraisal, accountants, and reasonable attorneys' fees and legal expenses) shall be applied in such order and manner as Pledgee shall determine. Pledgor agrees that five (5) days prior notice by Pledgee, sent by certified mail, postage prepaid, designating the date after which a private sale may take place or a public auction may be held, is advisable so reasonable notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to doeffect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof, the same shall not be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law) as then in effect, Pledgee in its sole and may otherwise require that absolute discretion is authorized to sell the Pledged Property, or such part thereof, by private sale be conducted subject to restrictions in such manner and under such circumstances as to such other matters as Pledgeholders Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner as to comply with all applicable state without registration. Pledgor acknowledges and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign agrees that private sales so made may be at prices and transfer other terms less favorable to the purchaser thereof seller than if the Collateral so sold. Each purchaser Pledged Property were sold at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that Pledgee has no obligation to delay the sale may be made at any time or place to which the same may be so adjourned. In case of any sale Pledged Property for the period of all or anypart time necessary to permit the Issuer of the Collateral on credit or Pledged Property, even if such Issuer would agree, to register the Pledged Property for future delivery, public sale under such applicable securities laws. Pledgor acknowledges and agrees that any private sales made under the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee foregoing circumstances shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The . (d) All of the Pledgee's and Lenders' rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the Credit Agreement, the other Financing Agreements, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee and the Lenders may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Pledgee or any Lender in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof, shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon Immediately upon the occurrence of a default, and during the continuance thereof, in addition to all other rights and remedies of Pledgee, whether provided under law, the Financing Agreements or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, the Pledgor, except as such notice or consent is expressly provided for hereunder: (a) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the Issuers (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Property in the name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee and, in furtherance of the foregoing, Pledgor shall execute and deliver to Pledgee together herewith a DefaultSpecial Power of Attorney in the form of EXHIBIT 1 hereto. After said instruction, and without further notice, Pledgee may exercise all voting and corporate rights with respect to the Pledged Securities and may exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities as if Pledgee were the absolute owner thereof, including without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, at its discretion, any and all of the Pledged Securities upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Pledgee, Pledgee shall have the sole andexclusive right to deposit and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any deliver any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and be applied in accordance with the provisions hereofconditions as Pledgee may determine, all without liability. In the event of a defaultHowever, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder Pledgee shall have no duty to require that all or exercise any part of the Collateral aforesaid rights, privileges or options and shall not be transferred responsible for any failure to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. do so or delay in doing so. (b) In addition to having all of the right to exercise any right or remedy rights and remedies of a secured party upon default under the California Uniform Commercial CodeCode or other applicable law, Pledgeholder shallPledgee shall have the right, if directed at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to do so by Written Noticeor upon Pledgor, or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), without being required to give any notice proceed forthwith to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Pledged Property or any part thereof, thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash, upon cash or on credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser delivery without assumption of any credit risk by Pledgee, with Pledgee having the right to purchase all or all any part of the Collateral said Pledged Property so sold and thereafter may hold the sameat any such sale or sales, absolutelypublic or private, free from of any right or claim equity of whatsoever kindredemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. Pledgeholder is authorizedThe proceeds of any such collection, at such redemption, recovery, receipt, appropriation, realization or sale, if it deems it after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Pledged Property or in any way relating to the rights of Pledgee hereunder (including, without limitation, appraisal, accountants, and attorneys' fees and legal expenses whether or not due) shall be applied in such order and manner as Pledgee may determine in its sole discretion. Pledgor agrees that five (5) business days prior notice by Pledgee, sent by certified mail, postage prepaid, designating the date after which a private sale may take place or a public auction may be held, is advisable so reasonable notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to doeffect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof, the same shall not, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and may otherwise require that absolute discretion is authorized to sell the Pledged Property, or such part thereof, by private sale be conducted subject to restrictions in such manner and under such circumstances as to such other matters as Pledgeholders Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner as to comply with all applicable state without registration. Pledgor acknowledges and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign agrees that private sales so made may be at prices and transfer other terms less favorable to the purchaser thereof seller than if the Collateral so sold. Each purchaser Pledged Property were sold at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that Pledgee has no obligation to delay the sale may be made at any time or place to which the same may be so adjourned. In case of any sale Pledged Property for the period of all or anypart time necessary to permit the Issuer of the Collateral on credit or Pledged Property, even if such Issuer would agree, to register the Pledged Property for future delivery, public sale under such applicable securities laws. Pledgor acknowledges and agrees that any private sales made under the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee foregoing circumstances shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The . (d) All of the Pledgee's rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the Financing Agreements, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Pledgee in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof, shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance continuation of a an Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. : 5.1 In addition to having all the right to exercise any right or remedy rights and remedies of a secured party under applicable law (including the UCC), Lender shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon default under the California Commercial CodeBorrower or any other person (all and each of which demand, Pledgeholder shall, if directed to do so by Written Notice, advertisements and/or notices are hereby expressly waived to the extent permitted by law), without being required to give any notice proceed forthwith to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Pledged Property or any part thereof, thereof in one or more lots at public or private sale for cash, upon credit or for future delivery, and sales at Lender’s offices or elsewhere at such price or prices and on such terms as Pledgeholder Lender may deem best, and Pledgeholder . The foregoing disposition(s) must be for cash or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case delivery without assumption of any such failurecredit risk by Lender, such Collateral may again be sold upon like notice. Pledgee may be with Lender having the purchaser of any or right to purchase all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On of said Pledged Property so sold at any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered sales, public or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise private, free of any right or remedy equity of redemption in Borrower, which right or equity is hereby expressly waived or released by Pledgeholder Borrower. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all reasonable costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Pledged Property or in any way relating to the rights of Lender hereunder (including, without limitation, reasonable, third-party attorneys’ fees and legal expenses) shall be applied first to the satisfaction of the Obligations (in such order as Lender may elect and whether or not due) and then to the payment of any amounts required by applicable law, including Section 47-9610 of the UCC. Borrower shall be liable to Lender for the payment on demand of all such costs and expenses, together with interest at the default rate set forth in the Note, together with any reasonable attorneys’ fees if placed with an attorney for collection or enforcement. Borrower agrees that ten (10) days’ prior notice by Lender of the date after which a private sale may take place or a public auction may be held is reasonable notification of such matters and shall be deemed commercially reasonable under the UCC. 5.2 All of the Lender’s rights and remedies, including but not limited to the foregoing and those otherwise arising under this Pledge, the Other Agreements, the instruments, agreements and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Lender may deem expedient. No failure or delay on the part of Lender in exercising any of its options, powers or rights or partial or single exercise thereof shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds 5.3 Borrower agrees to pay to Lender, on demand, all reasonable, third party attorneys’ fees and all other costs and expenses incurred by Lender in the collection or attempted collection from Borrower of any sale Obligations and/or in the interpretation, enforcement or attempted enforcement by Lender of all this Pledge or any part of other Loan Documents (as defined in the Collateral pursuant to Loan Agreement), including, but not limited to, proceedings in any bankruptcy or other insolvency case or other proceedings concerning the Obligations, this paragraph 9Pledge or any other Loan Documents, in any manner, whether or not legal proceedings or suit are instituted, together with all other moneys and property held as or received by Pledgeholder as or in respect of interest thereon at the Collateral shall be applied by the Pledgeholder in the following order of priority: First, rate applicable to the payment Note and including, without limitation, all attorneys’ fees and related costs of all costs and expenses enforcement of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, any and all expenses, liabilities judgments and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if awards and upon any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); andappeal relating thereto.

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance continuation of a an --------------------- Event of Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who Lessor shall have the right, in its sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a defaultdiscretion, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right one or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any more or all of the Collateral so sold following remedies: (a) terminate this Agreement (and thereafter may hold this Agreement shall be deemed terminated automatically if any Event of Default of the sametypes described in clauses (vi) or (vii) shall occur; (b) declare any and all Rents and other Obligations then due and any and all Rents and other Obligations to become due immediately due and payable; (c) charge interest on all Rents and other Obligations until paid in full at 1-1/2% per month not to exceed the maximum rate permitted by law (the "Post-Default ------------ Rate"); (d) take possession of the Project, absolutelywherever located, free from any right without demand, ---- notice, court order or claim other process of whatsoever kind. Pledgeholder is authorizedlaw, at such sale, if it deems it is advisable so and without liability for entry to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own accountLessee's premises, for investmentdamage to Lessee's property or otherwise; (e) demand that Lessee return the Project to Lessor in accordance with Section 21; provided, and not with a view -------- however, that if the foregoing occurs prior to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder Project Completion, Lessor shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall ------- be entitled to apply the unpaid principal balance, the Note toward the payment return of so much of the purchase priceProject as then exists (including any component parts thereof then awaiting construction or completion) and the provisions of Section 21 shall be adjusted accordingly; (f) lease, sell or any part therof. 9.2 On any sale otherwise dispose of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made Project in a commercially reasonable manner. The rights , with or without notice and remedies specified in this Agreement are cumulative on public or private bid (unless and may be exercised from time except to time in accordance with the extent otherwise required under applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in law); (g) recover the following order amounts from the Lessee (as damages, including reimbursement of priority: Firstcosts and expenses, to the payment of liquidated for all purposes and not as a penalty): (i) all costs and expenses of such saleLessor reimbursable to it hereunder, including reasonable compensation to Pledgeholder and his agents and counselincluding, without limitation, expenses of disposition of the Project, legal fees and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewithother amounts specified hereinbelow; Second, (ii) an amount equal to the payment sum of (A) any accrued and unpaid Rents through the later of (1) the date of the principal ofapplicable default or (2) the date that ----- Lessor has obtained possession of the Project or such other date as Lessee has made an effective tender of possession of the Project to Lessor (the "Default Date") and (B) if Lessor resells or re-lets the Project, Rent at the Notehighest rate charged for the additional period that it takes Lessor to resell or re-let all of the Project; Third(iii) the greater of (A) the aggregate amount of Project ------- Cost Reimbursements theretofore made available by Lessor to Lessee (less any Rents then paid) or (B) the present value of all future Rent reserved in this Agreement and contracted to be paid over the unexpired Term discounted at five percent (5%) simple interest per annum; (iv) the residual value of the Project as of the expiration of the Term, plus a late charge at the rate specified in ---- Paragraph 3 above, less the amount received by Lessor, if any moneys any, upon sale or other property shall remain, to re-let of the payment, of Project; and (h) exercise any other amounts due right or remedy to recover damages or enforce the terms of this Agreement. Lessor may also pursue any other rights or remedies available at law or in equity, including, without limitation, rights or remedies seeking damages, specific performance and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); andinjunctive relief.

REMEDIES AFTER DEFAULT. 9.1 Upon or subsequent to the occurrence of an Event of Default and during continuation thereof, unless such Event of Default is waived, and subject to any restrictions set forth in the continuance Loan Documents: (a) Foothill, at its option, shall be empowered to exercise its right to instruct the Issuer of a Defaultthe Pledged Securities (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Securities and/or other Pledged Property in the name of Foothill or in the name of Foothill's nominee, and Foothill may complete, in any manner Foothill may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Foothill. After said instruction, and without further notice, Foothill, in its sole and absolute discretion, shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property and exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities or the other Pledged Property as if Foothill were the absolute owner thereof, including, without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, in its discretion, any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect to Issuer. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Foothill, Foothill shall have the right to deposit and deliver any and all of the Pledged Securities and other pledged property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Foothill may determine, all without liability to Pledgor, except to account for property actually received by Foothill. However, Foothill shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole andexclusive right discretion of Foothill) and authority shall not be responsible for any failure to excercise such voting and/or consensual do so or delay in doing so. (b) In addition to all the rights and powers and/or to receive remedies of a secured party under the California Uniform Commercial Code, Foothill shall have the right, at any time and retain without demand of performance or other demand, advertisement or notice of any kind (except the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any notice specified below of time and all money and other property paid over place of public or private sale) to or received upon Pledgor or any other person, to proceed forthwith to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Foothill's offices or elsewhere at such prices and on such terms as Foothill may deem commercially reasonable. The foregoing disposition(s) must be for cash or on credit or for future delivery without assumption of any credit risk by Pledgeholder pursuant Foothill, with Foothill having the right to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that purchase all or any part of the Collateral be transferred to Pledgee on the records said Pledged Property so sold at any such sale or sales, public or private, free of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy equity or redemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. The proceeds of a secured party upon default under the California Commercial Codeany such collection, Pledgeholder shallredemption, if directed to do so by Written Noticerecovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the extent permitted by lawcare, safekeeping, maintenance, or disposition of any and all Pledged Property or in any way relating to the rights of Foothill hereunder (including, without being required limitation, reasonable attorneys' fees and legal expenses, including, without limitation, a reasonable estimate of the allocated cost of Foothill's in-house counsel and legal staff) shall be applied first to give any notice to Pledgor except the satisfaction of the Obligations (in such order as provided below: 9.1.1 Apply any cash held by it hereunder Foothill may elect and whether or not due) and then to the payment of any amounts required by applicable law, including Section 9504(l)(c) of the UCC. Pledgor shall be liable to Foothill for the payment on demand of all obligations such reasonable costs and expenses, together with interest at the rateset forth in the Loan Documents, together with any reasonable attorneys' fees if placed with an attorney for collection or enforcement. Pledgor agrees that notice given to it in the same manner given to Pledgor pursuant to Section 9.1(k) of Pledgor under the Note as provided below in this paragraph 9Loan Agreement is reasonable notification of such matters. 9.1.2 If there shall (c) Pledgor recognizes that Foothill may be no such cash unable to effect a public sale of all or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may hold the samebe compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to doamong other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Foothill in its sole and may otherwise require that absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale be conducted subject to restrictions in such matter and under such circumstances as to such other matters as Pledgeholders Foothill or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner without registration, as to comply with all applicable state and federal securities laws; upon any long as such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The Pledgor acknowledges that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that Foothill has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit the Issuer of such Pledged Property, even if such Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall not be deemed to have been in a commercially unreasonable manner for the sole reason that it is a private sale. (d) All of Foothill's rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the Loan Documents, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Foothill may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Foothill in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon Immediately upon the occurrence of a default hereunder, and during the continuance thereof, in addition to all other rights and remedies of Pledgee, whether provided under law, the Note, the Purchase Agreement or otherwise, Pledgee shall have the following rights amid remedies which may be exercised without notice to, or consent by, the Pledgor, except as such notice or consent is expressly provided for hereunder: (a) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct appropriate transfer agent of the Pledged Securities to register any or all of the Pledged Property in the name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee and, in furtherance of the foregoing, Pledgor shall execute and deliver to Pledgee together herewith a DefaultSpecial Power of Attorney in the form of EXHIBIT 1 hereto. After said instruction and without further notice, Pledgee may exercise all voting and corporate rights with respect to the Pledged Securities and may exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities as if Pledgee were the absolute owner thereof including without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, at its discretion, any and all of the Pledged Securities upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Pledgee. Pledgee shall have the sole andexclusive right to deposit and authority deliver any amid all of the Pledged Securities to excercise any committee, depository, transfer agent, registrar or other designated agency upon such voting and/or consensual rights terms amid conditions as Pledgee may determine, all without liability, except (i) for the gross negligence or willful misconduct of Pledgee, and powers and/or (ii) to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other account for property paid over to or actually received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereofPledgee. In the event of a defaultHowever, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right have no duty to exercise any right of the aforesaid rights, privileges or remedy options and shall not be responsible for any failure to do so or delay in doing so. (b) Subject to Paragraph (c) below, in addition, to all of the rights and remedies of a secured party upon default under the California Uniform Commercial CodeCode or other applicable law, Pledgeholder shallafter the occurrence of a default hereunder and during its continuation, if directed Pledgee shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to do so by Written Noticeor upon Pledgor, or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), without being required to give any notice proceed forthwith to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Pledged Property or any part thereof, thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash, upon cash or on credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser without assumption of any credit risk by Pledgee, with Pledgee having the right to purchase all or all any part of the Collateral said Pledged Property so sold and thereafter may hold the sameat any such sale or sales, absolutelypublic or private, free from of any right or claim equity of whatsoever kindredemption in Pledgor, which right or equity is hereby expressly waived or released by Pledger. Pledgeholder is authorizedThe proceeds of any such xxxxxxxion, at such redemption, recovery, receipt, appropriation, realization or sale, if it deems it after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Pledged Property or in any way relating to the rights of Pledgee hereunder (including, without limitation, appraisal, accountants, and attorneys' fees and legal expenses whether or not due) shall be applied to the Obligations in such order and manner as determined by Pledgee in its sole discretion. Pledgor agrees that five (5) days prior notice by Pledgee, sent by certified mail, postage prepaid, designating the date after which a private sale may take place or a public auction may be held, is advisable so reasonable notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to doeffect a public sale of all or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, for investment, account (or investment and not nor with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof the same shall not be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and may otherwise require that absolute discretion is authorized to sell the Pledged Property, or such part thereof by private sale be conducted subject to restrictions in such manner and under such circumstances as to such other matters as Pledgeholders Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner as to comply with all applicable state without registration. Pledgor acknowledges and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign agrees that private sales so made may be at prices and transfer other terms less favorable to the purchaser thereof seller than if the Collateral so sold. Each purchaser Pledged Property were sold at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that Pledgee has no obligation to delay the sale may be made at any time or place to which the same may be so adjourned. In case of any sale Pledged Property for the period of all or anypart time necessary to permit the Issuer of the Collateral on credit or Pledged Property, even if such Issuer would agree, to register the Pledged Property for future delivery, public sale under such applicable securities laws. Pledgor acknowledges and agrees that any private sales made under the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee foregoing circumstances shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The . (d) All of the Pledgee's rights and remedies specified in remedies, including but not limited to the foregoing amid those otherwise arising under this Agreement are Pledge Agreement, the Note, the Purchase Agreement, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Pledgee in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof, shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a any Default, all rights of Pledgor to exercise DJS and/or, for so long as the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseBOA Loan remains outstanding or BOA has any funding obligation thereunder, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to BOA may do any one or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part more of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Noticefollowing, to the extent permitted by law: (a) Declare any Indebtedness immediately due and payable, without being required to give any notice to Pledgor except as provided below:or demand. 9.1.1 Apply any cash held by it (b) Enforce the security interest given hereunder pursuant to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9Uniform Commercial Code and any other applicable law. 9.1.2 If there shall be no (c) Enforce the security interest of DJS in any deposit account of the Pledgor maintained with BOA by applying such cash account to the Indebtedness. (d) Require the Pledgor to obtain DJS's and BOA’s prior written consent to any sale, lease, agreement to sell or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collaterallease, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser other disposition of any or Collateral consisting of inventory. (e) Require the Pledgor to segregate all collections and proceeds of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, capable of identification and not with a view deliver daily such collections and proceeds to DJS and BOA in kind. (f) Require the distribution or resale Pledgor to direct all account debtors to forward all payments and proceeds of the Collateral to a post office box under BOA's exclusive control. (g) Require the Pledgor to assemble the Collateral, including the Books and may Records, and make them available to DJS and to BOA at a place designated by DJS. (h) Enter upon the property where any Collateral, including any Books and Records, are located and take possession of such Collateral and such Books and Records, and use such property (including any buildings and facilities) and any of the Pledgor's equipment, if DJS or if BOA deems such use necessary or advisable in order to take possession of, hold, preserve, process, assemble, prepare for sale or lease, market for sale or lease, sell or lease, or otherwise require that dispose of, any Collateral. (i) Demand and collect any payments on and proceeds of the Collateral. In connection therewith the Pledgor irrevocably authorizes DJS or BOA to endorse or sign the Pledgor's name on all checks, drafts, collections, receipts and other documents, and to take possession of and open the mail addressed to the Pledgor and remove therefrom any payments and proceeds of the Collateral. (j) Grant extensions and compromise or settle claims with respect to the Collateral for less than face value, all without prior notice to the Pledgor. (k) Have a receiver appointed by any court of competent jurisdiction to take possession of the Collateral. The Pledgor hereby consents to the appointment of such sale be conducted subject a receiver and agrees not to restrictions oppose any such appointment. (l) Take such measures as to such other matters DJS or as Pledgeholders BOA may deem necessary or advisable to take possession of, hold, preserve, process, assemble, insure, prepare for sale or lease, market for sale or lease, sell or lease, or otherwise dispose of, any Collateral, and the Pledgor hereby irrevocably constitutes and appoints DJS and BOA as the Pledgor's attorney-in-fact to perform all acts and execute all documents in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer connection therewith. (m) Without notice or demand to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives set off and apply against any and all rights of redemptionthe Indebtedness any and all deposits (general or special, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours demand, provisional or final) and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in partother indebtedness, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time held or place owing by BOA or any of BOA's agents or affiliates to which or for the same may be so adjourned. In case of any sale of all or anypart credit of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case account of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of Pledgor or any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any guarantor or all endorser of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therofPledgor's Indebtedness. 9.2 On (n) Exercise any sale of the Collateral, Pledgeholder is hereby authorized other remedies available to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable DJS and/or BOA at law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderequity. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon or subsequent to the occurrence of an Event of Default and during the continuance continuation thereof beyond any applicable cure period under the Loan Agreement: (a) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the Issuer of a Defaultthe Pledged Securities (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Securities and/or other Pledged Property in the name of Pledgee or in the name of Pledgee's nominee, and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee. After said instruction, and without further notice, Pledgee, in its discretion, shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property and exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities or the other Pledged Property as if Pledgee were the absolute owner thereof, including, without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, in its discretion, any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect to Issuer. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Pledgee, Pledgee shall have the sole andexclusive right to deposit and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any deliver any and all money of the Pledged Securities and other pledged property paid over to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property actually received by Pledgeholder pursuant Pledgee. However, Pledgee shall have no duty to the provisions of this paragraph 7 shall be retained by Pledgeholder as part exercise any of the Collateral aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be applied responsible for any failure to do so or delay in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. doing so. (b) In addition to having all the right to exercise any right or remedy rights and remedies of a secured party upon default under the California Pennsylvania Uniform Commercial Code, Pledgeholder shallPledgee shall have the right, if directed at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to do so by Written Noticeor upon Pledgor or any other person (all and each of which demand, advertisements and/or notices are hereby expressly waived to the extent permitted by law), without being required to give any notice proceed forthwith to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Pledged Property or any part thereof, thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best; provided, however, that Pledgee shall not be required under any circumstance to sell the Pledged Property by a private sale if and to the extent the Pledged Property Pledgee is permitted to sell the Pledged Property on or through a nationally recognized securities exchange or other recognized market. The foregoing disposition(s) must be for cash, upon cash or on credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser delivery without assumption of any credit risk by Pledgee, with Pledgee having the right to purchase all or all any part of the Collateral said Pledged Property so sold and thereafter may hold the sameat any such sale or sales, absolutelypublic or private, free from of any right or claim equity or redemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. The proceeds of whatsoever kindany such collection, redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Pledged Property or in any way relating to the rights of Pledgee hereunder (including, without limitation, reasonable attorneys' fees and legal expenses) shall be applied first to the satisfaction of the Obligations (in such order as Pledgee may elect and whether or not due) and then to the payment of any amounts required by applicable law. Pledgeholder Pledgor shall be liable to Pledgee for the payment on demand of all such costs and expenses, together with interest at the rate set forth in the other Loan Documents, together with any reasonable attorneys' fees if placed with an attorney for collection or enforcement. Pledgor agrees that ten (10) days prior notice by Pledgee of the date after which a private sale may take place or a public auction may be held is authorizedreasonable notification of such matters. (c) Pledgor recognizes that if Pledgee is unable to effect a public sale of all or part of the Pledged Property on or through a nationally recognized securities exchange or other recognized market by reason of certain prohibitions contained in the Securities Act of 1933, at such saleas amended, if it deems it is advisable so as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, Pledgee may resort to doone or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and may otherwise require that absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale be conducted subject to restrictions in such matter and under such circumstances as to such other matters as Pledgeholders Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner as to comply with all applicable state without registration. Pledgor agrees that private sales so made may be at prices and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer other terms less favorable to the purchaser thereof the Collateral so sold. Each purchaser seller than if such Pledged Property were sold at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that Pledgee has no obligation to delay the sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, Pledged Property for the purpose period of making settlement or paymentfor time necessary to permit the Shares so purchasedIssuer of such Pledged Property, Pledgee even if such Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The . (d) All of the Pledgee's rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the other Loan Documents, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Pledgee in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who (a) If any Default shall have occurred and is continuing, Secured Party, at its option, without demand, presentment, notice of acceleration, intention to accelerate or other notice (which are fully waived) may: (1) exercise all the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if (2) sell all of the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Collateral or any part thereof, thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder Secured Party may reasonably deem bestsatisfactory. Upon Secured Party’s demand, Pledgor will take all steps necessary to prepare the Collateral for and Pledgeholder or Pledgee otherwise assist in any proposed disposition of the Collateral. Any holder of the indebtedness secured hereby may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter may hold the same, same absolutely, free from any right or claim of whatsoever kind. Pledgeholder Any holder of the Collateral shall have the right to offset the amount of its bid against an equal amount of the secured indebtedness held by such holder. Pledgor agrees that, because of the Securities Act of 1933, as amended, or any other laws or regulations, and for other reasons, there may be legal and/or practical restrictions or limitations affecting Secured Party in any attempts to dispose of certain portions of the Collateral and for the enforcement of its rights. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon the occurrence and during the continuation of a Default, to sell all or any part of the Collateral at private sale, subject to investment letter or in any other manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other laws, at a reasonable price at such private sale or other distribution in the manner mentioned above. Pledgor understands that Secured Party may in its discretion approach a limited number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any part or party thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number or potential purchasers, or registered or sold in the open market. Pledgor agrees that such private sale shall be deemed to have been made in a commercially reasonable manner, and that Secured Party has no obligation to delay the sale of any Collateral to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws. Secured Party is authorized, at in connection with any such sale, if it deems it is advisable so to do, sale (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons sophisticated investors who will represent and agree that they are purchasing for their own account, account for investment, investment and not with a view to the distribution or resale sale of the any of such Collateral and may otherwise require that (ii) to impose such other limitations or conditions in connection with any such sale be conducted subject as Secured Party reasonably deems necessary in order to restrictions as to comply with applicable law. Pledgor covenants and agrees that it will execute and deliver such documents and take such other matters action as Pledgeholders may deem Secured Party reasonably deems necessary in order that any such sale may be effected made in such manner as to comply compliance with all applicable state and federal securities laws; upon law. Upon any such sale Pledgeholder sale, Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, Collateral so sold absolutely, free from any claim or right of Pledgor of whatsoever kind, including any equity or right of redemption, redemption of Pledgor. Pledgor, who to the extent permitted by applicable law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adoptedenacted. Pledgeholder shall give Pledgor not less than 10 days' agrees that ten (10) days written notice from Secured Party to Pledgor of its Secured Party’s intention to make any such public or private salesale or sale at a broker’s board or on a securities exchange shall constitute “reasonable notification” within the meaning of the Code. Such notice, notice shall (1) in case of a public sale. shall , state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such a sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered to sale at such board or exchange and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder Secured Party may fix in the notice of such sale. At any sale such sale, the Collateral may be sold in whole one lot as an entirety or in partseparate parcels, as Pledgeholder Secured Party may reasonably determine. Pledgeholder Secured Party shall not be obligated to make any such sale pursuant to any such notice. Pledgholder Secured Party may, without upon written notice or publicationto Pledgor, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case Secured Party, instead of any exercising the power of sale of all herein conferred upon it, may proceed by a suit or anypart of suits at law or in equity to foreclose the Collateral on credit or for future delivery, security interests and sell the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase priceCollateral, or any part therofportion thereof, under a judgment or decree of a court or courts of competent jurisdiction. 9.2 On (b) Without limiting the foregoing, or imposing upon Secured Party any sale obligations or duties not required by applicable law, Pledgor acknowledges and agrees that, in foreclosing upon any of the Collateral, Pledgeholder is hereby authorized or exercising any other rights or remedies provided Secured Party hereunder or under applicable law, Secured Party may, but shall not be required to: (1) qualify or restrict prospective purchasers of the Collateral by requiring evidence of sophistication and/or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to comply such prospective purchasers’ receipt of information regarding the Collateral or participation in any public or private foreclosure sale process; (2) provide to prospective purchasers the Operating Agreement and business and financial information regarding the Company available in the files of Secured Party at the time of commencing the foreclosure process, without the requirement that Secured Party obtain, or seek to obtain, any updated business or financial information, or verify, or certify to prospective purchasers, the accuracy of any such business or financial information; (3) sell at foreclosure all, or a portion but not all, of the rights, titles and interests of Pledgor in the Company; it being further specifically acknowledged by Pledgor that limitations or potential limitations on the transfer of certain Collateral under the Regulations or other applicable agreements or law may limit Secured Party’s right or ability to foreclose upon or sell certain rights, titles and interests of Pledgor in the Company; (4) offer for sale, and sell, the Pledged Membership Interests either with, or without, first employing an appraiser, investment banker, or broker with respect to the evaluation of Collateral, the solicitation of purchasers for Collateral, or the manner of sale of Collateral. (c) Secured Party shall have all rights, remedies and recourse granted in the Note, this Agreement or existing at common law or equity (including specifically those granted by the Code), and such rights and remedies (1) shall be cumulative and concurrent, (2) may be pursued separately, successively or concurrently against Pledgor and any limitation party obligated to pay or restriction perform the Obligations, any of the Collateral, or any other security for any of the Obligations, at the sole discretion of Secured Party, and (3) may be exercised as often as occasion therefor shall arise, it being agreed by Pledgor that the exercise or failure to exercise any such rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse. (d) Notwithstanding a foreclosure upon any of the Collateral or exercise of any other remedy by Secured Party in connection with such sale that it may a Default, Pledgor shall not be advised by counsel is necessary in order subrogated thereby to avoid any violation rights of applicable law Secured Party against the Collateral or in order to obtain any required approval other security for any of the purchaser Obligations. Pledgor shall not be deemed to be the owner of any interest in any of the Obligations until all of the Obligations have been paid to Secured Party and are fully performed and discharged. (e) All recitals in any instrument of assignment or purchasers any other instrument executed by Secured Party incident to the sale, transfer, assignment or other disposition or utilization of the Collateral or any governmental regulatory authority or officer or court. Compliance with part thereof hereunder shall be rebuttably presumptive evidence of the foregoing procedures shall result in matters stated therein and all prerequisites of such sale or disposition being considered or deemed other action contained in such recitals shall be presumed to have been made in performed or to have occurred. (f) Notwithstanding anything to the contrary contained herein, Pledgor shall retain all voting rights with respect to the Pledged Membership Interest, including after a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy Default has occurred hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a defaultdefault under this Lease as provided herein, Pledgeholder or Pledges may use and after Tenant's receipt of written notice of such default and the stock powers executed in blank and delivered hereunder to require that all or any part expiration of the Collateral be transferred applicable cure period, Landlord shall have the option to Pledgee on exercise the records following remedies: (a) prosecute and maintain an action or actions, as often as Landlord deems advisable, for collection of Rent, other charges and damages as the same accrue (including without limitation, court costs, attorneys' fees and other costs incurred by Landlord in collection of past due Rent without entering into possession of the Company Premises or terminating this Lease); (b) reenter and Pledgee shall be entitled to represent take possession of the Premises, and vote the Shares. In addition to having the right to exercise remove Tenant, Tenant's agents, any right or remedy of a secured party upon default under the California Commercial Codesubtenants, Pledgeholder shalllicensees, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateralconcessionaires, or any part thereof, at public or private sale for cash, upon credit or for future delivery, invitees and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of their property from the Collateral so sold Premises, which reentry and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale removal may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, summary proceedings or any part therof.other legal or equitable action or proceedings; and/or 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in (c) terminate this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified Lease by written notice to Pledgeholder from Pledgee)Tenant, upon which termination: (i) Tenant shall immediately surrender possession of the Premises to Landlord; and (ii) if Tenant fails or refuses to so surrender the Premises, Landlord may take possession in accordance with Section 10.4 (b) above. If Landlord elects to reenter the Premises and relet the same without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. If Landlord terminates this Lease (whether without or after a reentry), Tenant shall have no further interest in this Lease or in the Premises. However, Tenant shall remain liable to Landlord for all damages that Landlord may sustain by reason of Tenant's default, including, without limitation:

REMEDIES AFTER DEFAULT. 9.1 Upon Immediately upon the occurrence of a default, and during the continuance thereof, in addition to all other rights and remedies of Pledgee, whether provided under law, the Credit Agreement or otherwise, Pledgee shall have the following rights and remedies which may be exercised without notice to, or consent by, the Pledgor, except as such notice or consent is expressly provided for hereunder: (a) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct the Issuers (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Property in the name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee and, in furtherance of the foregoing, Pledgor shall execute and deliver to Pledgee together herewith a DefaultSpecial Power of Attorney in the form of EXHIBIT 1 hereto. After said instruction, and without further notice, Pledgee may exercise all voting and corporate rights with respect to the Pledged Securities and may exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities as if Pledgee were the absolute owner thereof, including without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, at its discretion, any and all of the Pledged Securities upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect thereto. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Pledgee, Pledgee shall have the sole andexclusive right to deposit and authority deliver any and all of the Pledged Securities to excercise any committee, depository, transfer agent, registrar or other designated agency upon such voting and/or consensual terms and conditions as Pledgee may determine, all without liability, except (i) for the gross negligence of or willful misconduct of Pledgee, and (ii) to account for property actually received by Pledgee. However, Pledgee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in doing so. (b) In addition to all of the rights and powers remedies of a secured party under the Uniform Commercial Code or other applicable law, Pledgee shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Pledgor, or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to receive the extent permitted by law), to proceed forthwith to collect, redeem, receive, appropriate, sell, or otherwise dispose of and retain deliver the dividends Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Pledgee's offices or elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash or on credit or for future delivery without assumption of any credit risk by Pledgee, with Pledgee having the right to purchase all or any part of said Pledged Property so sold at any such sale or sales, public or private, free of any right or equity of redemption in Pledgor, which Pledgor would right or equity is hereby expressly waived or released by Pledgor. The proceeds of any such collection, redemption, recovery, receipt, appropriation, realization or sale, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise be authorized to retain pursuant to paragraph 7. Any of any and all money and other property paid over to Pledged Property or received by Pledgeholder pursuant in any way relating to the provisions rights of this paragraph 7 Pledgee hereunder (including, without limitation, appraisal, accountants, and attorneys' fees and legal expenses whether or not due) shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereofCredit Agreement. In Pledgor agrees that five (5) days prior notice by Pledgee, sent by certified mail, postage prepaid, designating the event date after which a private sale may take place or a public auction may be held, is reasonable notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to effect a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that public sale of all or any part of the Collateral Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be transferred compelled to Pledgee on the records resort to one or more private sales to a restricted group of the Company and Pledgee shall purchasers who will be entitled obliged to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Codeagree, Pledgeholder shall, if directed to do so by Written Noticeamong other things, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no acquire such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof, the same shall not, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and may otherwise require that absolute discretion is authorized to sell the Pledged Property, or such part thereof, by private sale be conducted subject to restrictions in such manner and under such circumstances as to such other matters as Pledgeholders Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner as to comply with all applicable state without registration. Pledgor acknowledges and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign agrees that private sales so made may be at prices and transfer other terms less favorable to the purchaser thereof seller than if the Collateral so sold. Each purchaser Pledged Property were sold at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that Pledgee has no obligation to delay the sale may be made at any time or place to which the same may be so adjourned. In case of any sale Pledged Property for the period of all or anypart time necessary to permit the Issuer of the Collateral on credit or Pledged Property, even if such Issuer would agree, to register the Pledged Property for future delivery, public sale under such applicable securities laws. Pledgor acknowledges and agrees that any private sales made under the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee foregoing circumstances shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The . (d) All of the Pledgee's rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the Credit Agreement, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Pledgee in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof, shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon the occurrence and during the continuance of a Default, all rights of Pledgor to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall cease, and all such rights shall thereupon become vested in Pledgeholder who shall have the sole andexclusive right and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any and all money and other property paid over to or received by Pledgeholder pursuant to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy of a secured party upon default under the California Commercial Code, Pledgeholder shall, if directed to do so by Written Notice, to the extent permitted by law, without being required to give any notice to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to do, to restrict the number of prspective bidders or purchasers and/or further retrict such prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account, for investment, and not with a view to the distribution or resale of the Collateral and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Pledgeholders may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor ofPledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The rights and remedies specified in this Agreement are cumulative and may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisable. No failure to execise or delay in the exercise of any right or remedy by Pledgeholder shall constitute a waiver of any such right or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunder. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and;

REMEDIES AFTER DEFAULT. 9.1 Upon Subsequent to the occurrence and during the continuance of a an Event of Default: (a) Pledgee, at its option, shall be empowered to exercise its continuing right to instruct Issuer (or the appropriate transfer agent of the Pledged Securities) to register any or all of the Pledged Securities and/or other Pledged Property in the name of Pledgee or in the name of Pledgee's nominee and Pledgee may complete, in any manner Pledgee may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Pledgee. After said instruction, and without further notice, Pledgee, in its discretion, shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property and exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities or the other Pledged Property as if Pledgee were the absolute owner thereof, including without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, in its discretion any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect to Issuer. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Pledgee, Pledgee shall have the sole andexclusive right to deposit and authority to excercise such voting and/or consensual rights and powers and/or to receive and retain the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any deliver any and all money of the Pledged Securities and other Pledged Property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Pledgee may determine, all without liability, except to account for property paid over to or actually received by Pledgeholder pursuant Pledgee. However, Pledgee shall not have any duty to the provisions of this paragraph 7 shall be retained by Pledgeholder as part exercise any of the Collateral aforesaid rights, privileges or options (all of which are exercisable in the sole discretion of Pledgee) and shall not be applied responsible for any failure to do so or delay in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that all or any part of the Collateral be transferred to Pledgee on the records of the Company and Pledgee shall be entitled to represent and vote the Shares. doing so. (b) In addition to having all the right to exercise any right or remedy rights and remedies of a secured party under applicable law, Pledgee shall have the right, at any time and without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon default under the California Commercial CodePledgor or any other person (all and each of which demands, Pledgeholder shall, if directed to do so by Written Notice, advertisements and/or notices are hereby expressly waived to the extent permitted by law), without being required to give any notice proceed forthwith to Pledgor except as provided below: 9.1.1 Apply any cash held by it hereunder to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the payment of all obligations of Pledgor under the Note as provided below in this paragraph 9. 9.1.2 If there shall be no such cash or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, Pledged Property or any part thereof, thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Pledgee's offices or 48 elsewhere at such prices and on such terms as Pledgee may deem best. The foregoing disposition(s) may be for cash, upon cash or on credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser delivery without assumption of any credit risk by Pledgee, with Pledgee having the right to purchase all or all any part of the Collateral said Pledged Property so sold and thereafter may hold the sameat any such sale or sales, absolutelypublic or private, free from of any right or claim equity of whatsoever kindredemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. Pledgeholder In connection with any sale or other disposition of the Pledged Property, Pledgee is authorizedhereby authorized by Pledgor to complete the appropriate instruments(s) of transfer executed and delivered by Pledgor with respect to the Pledged Property in such manner as Pledgee shall deem appropriate to effectuate such sale or other disposition. All of Pledgee's rights and remedies, at including, but not limited to, the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently, as Pledgee may deem expedient. The proceeds of any such salecollection, if it deems it redemption, recovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the care, safekeeping or otherwise of any and all Pledged Property or in any way relating to the rights of Pledgee hereunder (including, without limitation, reasonable attorneys' fees and legal expenses) shall be applied first to the satisfaction of the Obligations (in such order as Pledgee may elect) and then to the payment of any other amounts required by applicable law. Any surplus then remaining shall be delivered to Pledgor or its successors or assigns or as a court of competent jurisdiction may direct. Pledgor agrees that ten (10) calendar days prior notice by Pledgee, sent by certified mail, postage prepaid, designating the date after which a private sale may take place or a public auction may be held, is advisable so reasonable notification of such matters. (c) Pledgor recognizes that Pledgee may be unable to doeffect a public sale of all, or part of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Pledgee in its sole and may otherwise require that absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale be conducted subject to restrictions in such manner and under such circumstances as to such other matters as Pledgeholders Pledgee or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner as to comply with all applicable state without registration. Pledgor agrees that private sales so made may be at prices and federal securities laws; upon any such sale Pledgeholder shall have the right to deliver, assign and transfer on terms less favorable to the purchaser thereof the Collateral so sold. Each purchaser seller than if such Pledged Property were sold at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such that Pledgee has no obligation to delay the sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, Pledged Property for the purpose period of making settlement or paymentfor time necessary to permit Issuer, even if Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the Shares so purchased, Pledgee foregoing circumstances shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The . (d) All of the Pledgee's rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the Other Agreements, 49 the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Pledgee in the exercising any of Pledgee's options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof, shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and

REMEDIES AFTER DEFAULT. 9.1 Upon or subsequent to the occurrence of an Event of Default and during continuation thereof, unless such Event of Default is waived, and subject to any restrictions set forth in the continuance Loan Documents: (a) Foothill, at its option, shall be empowered to exercise its right to instruct the Issuer of a Defaultthe Pledged Securities (or the appropriate transfer agent of the Pledged Securities) or other Pledged Property, to register any or all of the Pledged Securities and/or other Pledged Property in the name of Foothill or in the name of Foothill's nominee, and Foothill may complete, in any manner Foothill may deem expedient, any and all stock powers, assignments or other documents heretofore or hereafter executed in blank by Pledgor and delivered to Foothill. After said instruction, and without further notice, Foothill, in its sole and absolute discretion, shall have the exclusive right to exercise all voting and corporate rights with respect to the Pledged Securities and other Pledged Property and exercise any and all rights of Pledgor conversion, redemption, exchange, subscription or any other rights, privileges, or options pertaining to exercise any shares of the voting and/or consensual rights and powers which it is entitled Pledged Securities or the other Pledged Property as if Foothill were the absolute owner thereof, including, without limitation, the right to exercise pursuant to paragraph 7 and/or to receive the dividends which it is authorized to receive and retain pursuant to paragraph 7 shall ceaseexchange, in its discretion, any and all of the Pledged Securities and other Pledged Property upon any merger, consolidation, reorganization, recapitalization or other readjustment with respect to Issuer. Upon the exercise of any such rights shall thereupon become vested in Pledgeholder who rights, privileges or options by Foothill, Foothill shall have the right to deposit and deliver any and all of the Pledged Securities and other pledged property to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as Foothill may determine, all without liability to Pledgor, except to account for property actually received by Foothill. However, Foothill shall have no duty to exercise any of the aforesaid rights, privileges or options (all of which are exercisable in the sole andexclusive right discretion of Foothill) and authority shall not be responsible for any failure to excercise such voting and/or consensual do so or delay in doing so. (b) In addition to all the rights and powers and/or to receive remedies of a secured party under the California Uniform Commercial Code, Foothill shall have the right, at any time and retain without demand of performance or other demand, advertisement or notice of any kind (except the dividends which Pledgor would otherwise be authorized to retain pursuant to paragraph 7. Any notice specified below of time and all money and other property paid over place of public or private sale) to or received upon Pledgor or any other person, to proceed forthwith to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Pledged Property or any part thereof in one or more lots at public or private sale or sales at any exchange, brokers board or at any of Foothill's offices or elsewhere at such prices and on such terms as Foothill may deem commercially reasonable. The foregoing disposition(s) must be for cash or on credit or for future delivery without assumption of any credit risk by Pledgeholder pursuant Foothill, with Foothill having the right to the provisions of this paragraph 7 shall be retained by Pledgeholder as part of the Collateral and be applied in accordance with the provisions hereof. In the event of a default, Pledgeholder or Pledges may use the stock powers executed in blank and delivered hereunder to require that purchase all or any part of the Collateral be transferred to Pledgee on the records said Pledged Property so sold at any such sale or sales, public or private, free of the Company and Pledgee shall be entitled to represent and vote the Shares. In addition to having the right to exercise any right or remedy equity or redemption in Pledgor, which right or equity is hereby expressly waived or released by Pledgor. The proceeds of a secured party upon default under the California Commercial Codeany such collection, Pledgeholder shallredemption, if directed to do so by Written Noticerecovery, receipt, appropriation, realization, sale or other disposition, after deducting all costs and expenses of every kind incurred relative thereto or incidental to the extent permitted by lawcare, safekeeping, maintenance or disposition of any and all Pledged Property or in any way relating to the rights of Foothill hereunder (including, without being required limitation, reasonable attorneys' fees and legal expenses, including, without limitation, a reasonable estimate of the allocated cost of Foothill's in-house counsel and legal staff) shall be applied first to give any notice to Pledgor except the satisfaction of the Obligations (in such order as provided below: 9.1.1 Apply any cash held by it hereunder Foothill may elect and whether or not due) and then to the payment of any amounts required by applicable law, including Section 9504(l)(c) of the UCC. Pledgor shall be liable to Foothill for the payment on demand of all obligations such reasonable costs and expenses, together with interest at the rate et forth in the Loan Documents, together with any reasonable attorneys' fees if placed with an attorney for collection or enforcement. Pledgor agrees that notice given to it in the same manner given to Borrower pursuant to Section 9.1(k) of Pledgor under the Note as provided below in this paragraph 9Loan Agreement is reasonable notification of such matters. 9.1.2 If there shall (c) Pledgor recognizes that Foothill may be no such cash unable to effect a public sale of all or if the cash so applied shall be insufficient to pay in full all such oblgations, sell the Collateral, or any part thereof, at public or private sale for cash, upon credit or for future delivery, and at such price or prices as Pledgeholder may deem best, and Pledgeholder or Pledgee may (except as otherwise provided by law ) be the purchaser of any or all of the Collateral so sold and thereafter Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, as amended, as now or hereafter in effect or in applicable Blue Sky or other state securities law, as now or hereafter in effect, but may hold the samebe compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, absolutely, free from any right or claim of whatsoever kind. Pledgeholder is authorized, at such sale, if it deems it is advisable so to doamong other things, to restrict the number of prspective bidders or purchasers and/or further retrict acquire such prospective bidders or purchasers to persons who will represent and agree that they are purchasing Pledged Property for their own account, account for investment, investment and not with a view to the distribution or resale thereof. If at the time of any sale of the Collateral Pledged Property or any part thereof, the same shall not, for any reason whatsoever, be effectively registered (if required) under the Securities Act of 1933 (or other applicable state securities law), as then in effect, Foothill in its sole and may otherwise require that absolute discretion is authorized to sell such Pledged Property or such part thereof by private sale be conducted subject to restrictions in such matter and under such circumstances as to such other matters as Pledgeholders Foothill or its counsel may deem necessary or advisable in order that such sale may legally be effected in such manner without registration, as to comply with all applicable state and federal securities laws; upon any long as such sale Pledgeholder shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold, absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption, of Pledgor, who hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Pledgeholder shall give Pledgor not less than 10 days' written notice of its intention to make any such public or private sale. Such notice, in case of public sale. shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Pledgeholder may fix in the notice of such sale. At any sale the Collateral may be sold in whole or in part, as Pledgeholder may determine. Pledgeholder shall not be obligated to make any sale pursuant to any such notice. Pledgholder may, without notice or publication, adjourn any sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or anypart of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Pledgeholder until the selling price is paid by the purchaser thereof, but neither Pledgeholder nor Pledgee shall incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Pledgee may be the purchaser of any or all of the Collateral so sold and hold the same thereafter in its own right, free from any claim of Pledgor or right of redemption. At any such sale, for the purpose of making settlement or paymentfor the Shares so purchased, Pledgee shall be entitled to apply the unpaid principal balance, the Note toward the payment of the purchase price, or any part therof. 9.2 On any sale of the Collateral, Pledgeholder is hereby authorized to comply with any limitation or restriction in connection with such sale that it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser or purchasers by any governmental regulatory authority or officer or court. Compliance with the foregoing procedures shall result in such sale or disposition being considered or deemed to have been made in a commercially reasonable manner. The Pledgor acknowledges that private sales so made may be at prices and other terms less favorable to the seller than if such Pledged Property were sold at public sale, and that Foothill has no obligation to delay the sale of any such Pledged Property for the period of time necessary to permit the Issuer of such Pledged Property, even if such Issuer would agree, to register such Pledged Property for public sale under such applicable securities laws. Pledgor agrees that any private sales made under the foregoing circumstances shall not be deemed to have been in a commercially unreasonable manner for the sole reason that it is a private sale. (d) All of Foothill's rights and remedies specified in remedies, including but not limited to the foregoing and those otherwise arising under this Agreement are Pledge Agreement, the Loan Documents, the instruments and securities comprising the Pledged Property, applicable law or otherwise, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Foothill may be exercised from time to time in accordance with applicable law and as often as Pledgeholder deems advisabledeem expedient. No failure to execise or delay on the part of Foothill in the exercising any of its options, powers or rights or partial or single exercise of any right or remedy by Pledgeholder thereof shall constitute a waiver of any such right option, power or remedy. Notwithstanding the occurrence of an Event of Default, nothing in this Agreement shall be deemed to impose upon Pledgeholder or Pledgee any obligation to exercise any remedy hereunderright. 9.3 The proceeds of any sale of all or any part of the Collateral pursuant to this paragraph 9, together with all other moneys and property held as or received by Pledgeholder as or in respect of the Collateral shall be applied by the Pledgeholder in the following order of priority: First, to the payment of all costs and expenses of such sale, including reasonable compensation to Pledgeholder and his agents and counsel, and all expenses, liabilities and advances made or incurred by Pledgholder in connection therewith; Second, to the payment of the principal of, the Note; Third, if any moneys or other property shall remain, to the payment, of any other amounts due and owing under this Agreement (as specified by written notice to Pledgeholder from Pledgee); and