Common use of Remedies Following an Event of Default Clause in Contracts

Remedies Following an Event of Default. (a) Upon the occurrence of an Event of Default, as defined in the Note, upon not less than ten (10) days prior written notice to the Pledgor and the Collateral Agent, the Secured Party, may, at its or their option, request that the Collateral Agent transfer or register the Pledged Collateral or any part thereof into its or their nominee's name with or without any indication that such Pledged Collateral is subject to the lien created hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Secured Party may at any time exchange certificates or other instruments representing or evidencing Pledged Collateral for certificates or other instruments of smaller or larger denominations. (b) Upon the occurrence of an Event of Default pursuant to Section 4(a) the Note, in addition to having the right to exercise any right or remedy of a secured party upon default under the New York State Uniform Commercial Code or applicable law or at equity, the Secured Party may, to the extent permitted by law, subject to giving notice as set forth below, to Pledgor but without being required to take or do any action (except as provided below): (i) apply any cash held by it hereunder to the payment of Obligations; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the Obligations, collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (1) In the event of a sale as set forth in section 4(b)(ii) above, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict 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 Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (2) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by the Secured Party in good faith in accordance with the provisions of this Section 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that the Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (3) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than twenty (20) days written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (4) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party 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 any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any governmental authority or officer or court. (h) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner.

Remedies Following an Event of Default. (a) Upon the occurrence and during the continuation of an Event of Default, (as defined in the Note), upon not less than ten thirty (1030) calendar days prior written notice to the Pledgor and the Collateral Agent, the Secured Party, may, at its or their his option, request that the Collateral Agent transfer or register the Pledged Collateral or any part thereof into its his or their nominee's name with or without any indication that such Pledged Collateral is subject to the lien created hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Secured Party may at any time exchange certificates or other instruments representing or evidencing Pledged Collateral for certificates or other instruments of smaller or larger denominations. (b) Upon the occurrence and during the continuation of an Event of Default pursuant to Section 4(a) the NoteDefault, in addition to having the right to exercise any right or remedy of a secured party upon default under the New York State Uniform Commercial Code or applicable law or at equity, the Secured Party may, to the extent permitted by law, subject to giving notice as set forth below, to Pledgor but without being required to take or do any action (except as provided below): (i) apply any cash held by it hereunder to the payment of Obligations; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the Obligations, collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (1) In the event of a sale as set forth in section 4(b)(ii) above, Secured Party may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict 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 Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (2) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made by the Secured Party in good faith in accordance with the provisions of this Section 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that the Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (3) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than twenty (20) days written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (4) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party 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 any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any governmental authority or officer or court. (h) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner. (i) Notwithstanding anything to the contrary, express or implied, contained in this Section 4, following the occurrence and during the continuation of any Event of Default, Secured Party may elect, as his sole and exclusive remedy under the Note and this Agreement, to retain the Pledged Collateral and not effect a sale of same (at either a public or private sale). In the event that a Secured Party elects to retain the Pledged Collateral (as distinguished from deploying commercially reasonable efforts to attempt to sell the Pledged Collateral, in which event this Section 4(i) shall not be applicable) , all further obligations of the Pledgor to such Secured Party under the Note shall be deemed to be fully paid and satisfied.

Remedies Following an Event of Default. (a) Upon The Secured Party may, upon or at any time after the occurrence and during the continuance of an Event of Default, as defined in the Note, upon not less than ten (10) days prior written notice to the Pledgor and the Collateral Agent, the Secured Party, may, at its or their option, request that the Collateral Agent transfer or register the Pledged Collateral or any part thereof into its or their nominee's name with or without any indication that such Pledged Collateral is subject to the lien created security interest hereunder. The Pledgor hereby appoints the Secured Party as its attorney-in-fact to arrange at the Secured Party's option for such transfer. The Secured Party shall have, in addition to the foregoing and any other rights given under this Agreement or by law, all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code as in effect in the State of Illinois or other applicable law. In addition, upon following the occurrence and during the continuance of an Event of Default, the Secured Party shall have such powers of sale and other powers as may at be conferred by applicable law. With respect to the Collateral or any time exchange certificates part thereof which shall then be in or other instruments representing shall thereafter come into the possession or evidencing Pledged Collateral for certificates custody of the Secured Party or other instruments of smaller or larger denominations. (b) Upon which the occurrence of an Event of Default pursuant Secured Party shall otherwise have the ability to Section 4(a) the Note, in addition to having the right to exercise any right or remedy of a secured party upon default transfer under the New York State Uniform Commercial Code or applicable law or at equitylaw, the Secured Party may, in its sole discretion, without notice except as specified below, following the occurrence and during the continuance of an Event of Default, sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Secured Party may deem best, for cash or on credit or for future delivery, without assumption of any credit risk on the part of the Secured Party and the purchaser of any or all of the Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Secured Party will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Collateral conducted in conformity with reasonable commercial practices shall be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, any requirements of reasonable notice shall be met if ten (10) Business Days' notice of such sale or disposition is provided to the Pledgor. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, subject to giving notice as set forth below, to Pledgor but without being required to take or do any action (except as provided below): (i) apply any cash held by it hereunder to the payment of Obligations; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the Obligations, collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (1) In the event of a sale as set forth in section 4(b)(ii) above, waived. The Secured Party may, in its own name or in the name of a designee or nominee, buy all or any part of the Collateral at any such public sale and, if permitted by applicable law, buy all or any part of the Collateral at any private sale. The Pledgor will pay to the Secured Party all expenses (including, restrict without limitation, court costs and attorneys' and paralegals' fees and expenses) of, or incident to, (i) the number administration of this Agreement, (ii) the custody or preservation of, or the sale or collection of or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the failure by the Pledgor to perform or observe any provision hereof. In view of the fact that federal and state securities laws and securities laws in foreign jurisdictions may impose certain restrictions on the method by which a sale of the Collateral may be effected after the occurrence and during the continuance of an Event of Default, the Pledgor agrees the Secured Party may, from time to time, attempt to sell all or any part of the Collateral by means of a private placement restricting the bidders and prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons those who are qualified and will represent and agree that they are purchasing for their own account, for investment only and not with a view to for distribution. In so doing, the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary solicit offers to buy the Collateral, or any part of it, from a limited number of investors deemed by the Secured Party, in order that such sale may its reasonable judgment, to be effected financially responsible parties who might be interested in such manner as to comply with all applicable state and federal securities and other lawspurchasing the Collateral. Upon any such sale, If the Secured Party shall have solicits such offers, then the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (2) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made acceptance by the Secured Party in good faith in accordance with of the provisions of this Section 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that the Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (3) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than twenty (20) days written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid highest offer obtained therefrom shall be deemed to be reasonable notification. (4) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party 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 any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any governmental authority or officer or court. (h) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable mannermethod of disposing of such Collateral.

Remedies Following an Event of Default. (a) Upon The Secured Party may, upon or at any time after the occurrence and during the continuance of an Event of Default, as defined in the Note, upon not less than ten (10) days prior written notice to the Pledgor and the Collateral Agent, the Secured Party, may, at its or their option, request that the Collateral Agent transfer or register the Pledged Collateral or any part thereof into its or their nominee's name with or without any indication that such Pledged Collateral is subject to the lien created security interest hereunder. The Pledgor hereby appoints the Secured Party as its attorney-in-fact to arrange at the Secured Party's option for such transfer. The Secured Party shall have, in addition to the foregoing and any other rights given under this Agreement or by law, all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code as in effect in the State of Illinois or other applicable law. In addition, upon following the occurrence and during the continuance of an Event of Default, the Secured Party shall have such powers of sale and other powers as may at be conferred by applicable law. With respect to the Collateral or any time exchange certificates part thereof which shall then be in or other instruments representing shall thereafter come into the possession or evidencing Pledged Collateral for certificates custody of the Secured Party or other instruments of smaller or larger denominations. (b) Upon which the occurrence of an Event of Default pursuant Secured Party shall otherwise have the ability to Section 4(a) the Note, in addition to having the right to exercise any right or remedy of a secured party upon default transfer under the New York State Uniform Commercial Code or applicable law or at equitylaw, the Secured Party may, in its sole discretion, without notice except as specified below, following the occurrence and during the continuance of an Event of Default, sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at such price as the Secured Party may deem best, for cash or on credit or for future delivery, without assumption of any credit risk on the part of the Secured Party and the purchaser of any or all of the Collateral so sold shall thereafter own the same, absolutely free from any claim, encumbrance or right of any kind whatsoever. Unless any of the Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, the Secured Party will give the Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Collateral conducted in conformity with reasonable commercial practices shall be deemed to be commercially reasonable. Notwithstanding any provision to the contrary contained herein, any requirements of reasonable notice shall be met if ten (10) business days' notice of such sale or disposition is provided to the Pledgor. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, subject to giving notice as set forth below, to Pledgor but without being required to take or do any action (except as provided below): (i) apply any cash held by it hereunder to the payment of Obligations; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the Obligations, collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party may deem best, and Secured Party may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (1) In the event of a sale as set forth in section 4(b)(ii) above, waived. The Secured Party may, in its own name or in the name of a designee or nominee, buy all or any part of the Collateral at any such public sale and, if permitted by applicable law, buy all or any part of the Collateral at any private sale. The Pledgor will pay to the Secured Party all expenses (including, restrict without limitation, court costs and attorneys' and paralegals' fees and expenses) of, or incident to, (i) the number administration of this Agreement, (ii) the custody or preservation of, or the sale or collection of or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the failure by the Pledgor to perform or observe any provision hereof. In view of the fact that federal and state securities laws and securities laws in foreign jurisdictions may impose certain restrictions on the method by which a sale of the Collateral may be effected after the occurrence and during the continuance of an Event of Default, the Pledgor agrees the Secured Party may, from time to time, attempt to sell all or any part of the Collateral by means of a private placement restricting the bidders and prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to Persons those who are qualified and will represent and agree that they are purchasing for their own account, for investment only and not with a view to for distribution. In so doing, the distribution or resale of the Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary solicit offers to buy the Collateral, or any part of it, from a limited number of investors deemed by the Secured Party, in order that such sale may its reasonable judgment, to be effected financially responsible parties who might be interested in such manner as to comply with all applicable state and federal securities and other lawspurchasing the Collateral. Upon any such sale, If the Secured Party shall have solicits such offers, then the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (2) Pledgor hereby acknowledges that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor hereby agrees that private sales made acceptance by the Secured Party in good faith in accordance with of the provisions of this Section 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that the Secured Party shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (3) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of Pledgor, and Pledgor hereby specifically waives all rights of redemption, stay or appraisal and other rights that Pledgor has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party shall give Pledgor not less than twenty (20) days written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party’s places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid highest offer obtained therefrom shall be deemed to be reasonable notification. (4) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party may determine. Secured Party shall not be obligated to make any sale pursuant to any such notice. Secured Party 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 any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) On any sale of any part of the Pledged Collateral, Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any governmental authority or officer or court. (h) Pledgor hereby acknowledges, understands and agrees that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable mannermethod of disposing of such Collateral.

Remedies Following an Event of Default. Notwithstanding anything to the contrary, express or implied, contained in this Agreement (including this Section 4) or in the Purchase Agreement or any other Exhibit thereto (including the Guaranty), an “Event of Default” that would otherwise permit the Secured Parties to exercise any of their rights and remedies under this Agreement shall not be deemed to have occurred if (i) the consummation of the Performance Obligations shall be delayed beyond June 16, 2009, (ii) the Pledgors shall then be responding to comments from the Securities and Exchange Commission and otherwise seeking, in good faith, to perform such Performance Obligations, and (iii) the outstanding principal amount of the Notes shall be increased as provided in the Purchase Agreement. (a) Upon Following the occurrence and during the continuance of an “Event of Default, ” (as that term is defined in the NotePurchase Agreement), upon not less than ten twenty (1020) days prior written notice to the Pledgor Pledgors and the Collateral Agent, Investors holding a majority in interest of the Secured Partyoutstanding principal amount of the Notes (the “Majority Investors”), may, at its or their option, request that the Collateral Agent transfer or register the Pledged Collateral or any part thereof into its or their nominee's name with or without any indication that such Pledged Collateral is subject to the lien created hereunder. In addition, upon the occurrence and during the continuance of an Event of Default, the Secured Party Investors may at any time exchange certificates or other instruments representing or evidencing Pledged Collateral for certificates or other instruments of smaller or larger denominations. (b) Upon the occurrence of If at any time an Event of Default pursuant to Section 4(a) the Noteshall have occurred and be continuing, then, in addition to having the right to exercise any right or remedy of a secured party upon default under the New York State Uniform Commercial Code or applicable law or at equity, the Secured Party Parties may, to the extent permitted by lawlaw but subject at all times to the terms of the Purchase Agreement, subject to giving notice as set forth below, to Pledgor but without being required to take or do any action (except as provided below): (i) apply any cash held by it hereunder to the payment of Obligationsthe Notes; and (ii) if there shall be no such cash or if the cash so applied shall be insufficient to pay in full the ObligationsNotes, collect, receive, appropriate and realize upon the Pledged Collateral or any part thereof, and/or sell, assign, transfer, contract to sell or otherwise dispose of and deliver the Pledged Collateral or any part thereof, in its entirety or in portions, at public or private sale or at any broker's board, on any securities exchange or at any of Secured Party Parties places of business or elsewhere, for cash, upon credit or for future delivery, and at such price or prices as Secured Party Parties may deem best, and Secured Party Parties may (except as otherwise provided by law) be the purchaser of any or all of the Pledged Collateral so sold and thereafter may hold the same, absolutely, free from any right or claim of whatsoever kind. (1c) In the event of a sale as set forth in section 4(b)(ii) aboveaforesaid, Secured Party Parties may, at any such sale, restrict the number of prospective bidders or purchasers and/or further restrict 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 Pledged Collateral, and may otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party Parties may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. Upon any such sale, Secured Party Parties shall have the right to deliver, assign and transfer the Pledged Collateral so sold to the purchaser thereof. (2d) Pledgor Pledgors hereby acknowledges acknowledge that, notwithstanding that a higher price might be obtained for the Pledged Collateral at a public sale than at a private sale or sales, the making of a public sale of the Pledged Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would make a public sale of the Pledged Collateral impractical. Accordingly, Pledgor Pledgors hereby agrees agree that private sales made by the Secured Party Parties in good faith in accordance with the provisions of this Section 4 may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at a public sale, and that the Secured Party Parties shall not have any obligation to take any steps in order to permit the Pledged Collateral to be sold at a public sale. (3e) Each purchaser at any such sale shall hold the property sold, absolutely free from any claim or right whatsoever, including any equity or right of redemption of PledgorPledgors, and Pledgor Pledgors hereby specifically waives waive all rights of redemption, stay or appraisal and other rights that Pledgor Pledgors has or may have under any law, regulation or statute now existing or hereafter adopted or otherwise. Secured Party Parties shall give Pledgor Pledgors not less than twenty thirty (2030) days calendar days' written notice of its intention to make any such public or private sale. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of a sale at broker's board, on a securities exchange, at one or more of Secured Party’s Parties' places of business or elsewhere, shall state the board, exchange or other location at which such sale is to be made and the day on which the Pledged Collateral, or that portion thereof so being sold, will first be offered for sale at such location. Such notice, in case of a private sale, shall state only the date on or after which such sale may be made. Any such notice given as aforesaid shall be deemed to be reasonable notification. (4f) Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Secured Party Parties may fix in the notice of such sale. At any sale the Pledged Collateral may be sold in one lot as an entirety or in parts, as Secured Party Parties may determine. Secured Party Parties shall not be obligated to make any sale pursuant to any such notice. Secured Party Parties 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 any part of the Pledged Collateral on credit or for future delivery, the Pledged Collateral so sold may be retained by Secured Party Parties until the selling price is paid by the purchaser thereof, but Secured Party Parties shall not incur any liability in case of the failure of such purchaser to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. (g) On any sale of any part of the Pledged Collateral, Secured Party Parties is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser(s) by any governmental authority or officer or court. (h) Pledgor Pledgors hereby acknowledgesacknowledge, understands understand and agrees agree that compliance with the foregoing procedures shall satisfy any applicable requirements that such sale or disposition be made in a commercially reasonable manner.