Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction Each Secured Party may exercise in respect of the Control PartyPledged Collateral, have in addition to other rights and remedies provided for herein or otherwise available to it, all of the right to exercise any rights and all rights afforded to remedies of a secured party on default under the Uniform Commercial Code or other applicable law. Without then in effect in the State of New York; and without limiting the generality of the foregoingforegoing and without notice except as specified below, National Rural agrees that sell the Pledged Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral thereof in one or more parcels at a public or private sale or sale, at any exchange or broker’s board or elsewhere, at such price or prices and on any securities exchange, for cash, upon credit or for future delivery such other terms as the Collateral Agent shall such Secured Party may deem appropriatecommercially reasonable. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereofPledgor agrees that, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted notice of sale shall be required by law, at least ten (10) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 to any of the Uniform Commercial Code or its equivalent in other jurisdictions) Pledgor of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeshall constitute reasonable notification. Any such public sale No Secured Party shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, Each Secured Party may adjourn any public or private sale or cause the same to be adjourned by such Secured Party from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case any . (b) The Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Pledged Collateral is made on credit Shares or for future delivery, the any other securities constituting Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser and that each Secured Party may, therefore, determine to make one or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case more private sales of any such failuresecurities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for its own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be sold again upon like notice. At any public (or, at prices and on terms less favorable to the extent permitted by lawseller than the prices and other terms which might have been obtained at a public sale and, privatenotwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that no Secured Party shall have any obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933, as amended (the “Securities Act”). The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) sale made pursuant to this Pledge Agreementpublicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, the Control Party may bid for or purchase, free New York (to the extent permitted that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610 of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that any Secured Party may, in such event, bid for the purchase of such securities. (c) Any cash held by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Secured Party as Pledged Collateral and all cash proceeds received by such Secured Party in respect of any sale of, collection from, or other realization upon, all or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral shall be applied (after payment of any amounts payable to such Secured Party pursuant to Section 11 hereof) by such Secured Party against, all or any portion thereof subject thereto, notwithstanding part of the fact that after the Collateral Agent Secured Obligations in such order as such Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to elect consistent with the provisions of this Section 4.02 the Securities Purchase Agreement. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which any Secured Party is legally entitled, the Pledgor shall be deemed jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs and expenses of any attorneys employed by such Secured Party to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionscollect such deficiency.

Remedies Upon Default. If The Parties shall have the following remedies available to them with respect to the occurrence of an Event of Default shall have occurred and be continuing, with respect to the Control other Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.hereunder: (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control non-defaulting Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign(i) continue performance under this Agreement and exercise such rights and remedies as it may have at law, transfer in equity or under this Agreement and deliver seek remedies as may be necessary or desirable to enforce performance and observation of any obligations and covenants under this Agreement, so long as such rights and remedies are not duplicative of any other rights and remedies hereof, and do not otherwise enable the non-defaulting Party to obtain performance or payments in excess of the performance and payments to which it is otherwise entitled pursuant to this Agreement, or (ii) at its option, give such defaulting Party a written notice (a "Termination Notice"). Termination shall be effective on the date set forth in the Termination Notice, which date shall be no more than twenty (20) Business Days after the date such Termination Notice is provided to the purchaser Defaulting Party in accordance with Article 7. Termination of this Agreement shall in no way limit or purchasers thereof the Pledged Collateral so sold. Each such purchaser at restrict any sale Party’s right to pursue any legal or equitable remedies available to it arising from an Event of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedDefault. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice Notwithstanding any other provision of this Agreement, the cure of an Event of Default or failure to comply with, observe or perform any covenant, warranty or obligation under this Agreement within the meaning period provided therefor in this Agreement shall not release such defaulting Party from its liability to indemnify, save harmless and defend the non-defaulting Party for any claims, demands, suits, losses, liabilities, damages, obligations, payments, costs and expenses (including the costs and expenses of Section 9any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys' fees and reasonable disbursements in connection therewith) relating to, arising out of or resulting from such Event of Default or any failure to comply with, observe or perform any covenant, warranty or obligation under this Agreement. In the event Seller causes or suffers an Event of Default and the Buyer elects to terminate this Agreement, or the Transaction(s) giving rise to the Event of Default, then, on or before five (5) Business Days following issuance of a Termination Notice by Buyer, Seller shall pay the Buyer an amount equal to the positive amount, if any, equal to the product of (i) the number of NEPOOL-611 GIS Certificates to be transferred to Buyer under this Agreement (or the specific Transaction(s), as applicable) during the Term that have not been so transferred (“Undelivered Certificates”), and (ii) the positive difference, if any, of the Uniform Commercial Code applicable Alternative Compliance Payment rate or its equivalent rates determined in other jurisdictionsaccordance with the RPS or APS Regulations less the applicable NEPOOL-GIS Certificate Purchase Price the Buyer would have had to pay Seller for each Undelivered Certificate if the same had actually been delivered hereunder as and when required, plus all costs, fees and expenses incurred by Buyer in connection with making Alternative Compliance Payment(s) for the Undelivered Certificates. Seller and Buyer agree that the foregoing provision is intended to reflect a mutually acceptable measure of damages for such Event of Default. In the event the Buyer causes or suffers an Event of Default and Seller elects to terminate this Agreement, or the Transaction(s) giving rise to the Event of Default, then, on or before five (5) Business Days following issuance of a Termination Notice by Seller, the Buyer shall pay Seller the positive amount, if any, equal to the product of (i) the number of NEPOOL-GIS Certificates required to be transferred by Seller under this Agreement (or the specific Transaction(s), as applicable) during the Term that have not been so transferred (“Untransferred Certificates”) and (ii) the positive difference, if any, of the Collateral Agent’s intention NEPOOL-GIS Certificate Purchase Price less the average market price as of the date of issuance of such Termination Notice for the number of Untransferred Certificates of a vintage equivalent to make any sale of Pledged Collateralthe calendar year in which such Untransferred Certificates were to be delivered hereunder as specified in Article 4. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale average market price is to be made determined based upon the average of prices quoted by three independent third party brokerage services selected by Seller and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, reasonably acceptable to the extent permitted by law, private) sale made pursuant Buyer. Seller and Buyer agree that the foregoing provision is intended to this Pledge Agreement, the Control Party may bid reflect a mutually acceptable measure of damages for or purchase, free (to the extent permitted by law) from any right such Event of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsDefault.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party RUS may issue a notice (a an “Control Party RUS Notice of Default”), which may be combined with the notice provided under Section 4.01(b5.01(b), suspending the rights of National Rural the Borrower under Section 2.08 3.08 in part without suspending all such rights (as specified by the Control Party RUS in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s RUS’ rights to give additional Control Party RUS Notices of Default from time to time suspending other rights under Section 2.08 3.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.025.02, upon cessation of an Event of Default, all rights of National Rural the Borrower suspended under the applicable Control Party RUS Notice of Default shall revest in National Ruralthe Borrower. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control PartyRUS, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural the Borrower agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party an RUS Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralthe Borrower, and National Rural the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural the Borrower 10 days’ written notice (which National Rural the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party RUS may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to RUS from the Control Party from National Rural Borrower as a credit against the purchase price, and the Control Party RUS may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural the Borrower shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 5.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon The Secured Party may, without any other notice to or demand upon the occurrence of an Event of DefaultPledgor and the Escrow Agent, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and assert all rights afforded to and remedies of a secured party under the Uniform Commercial Code UCC or other applicable law. Without limiting , including, without limitation, the generality of the foregoingright to take possession of, National Rural agrees that the Collateral Agent shall have the rightconvert, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification liquidate or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part portion of the Pledged Collateral Collateral. Written notice mailed to the Pledgor at a public or private sale or at its notice address as provided in Section 14 hereof ten (10) days prior to the date of such assertion shall constitute reasonable notice, but notice given in any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent other reasonable manner shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so soldsufficient. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to To the extent permitted by applicable law) , the Pledgor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemptionredemption with respect to the Collateral, stay whether before or after sale hereunder, and appraisal which National Rural now has all rights, if any, of marshalling the Collateral and any other security for the Secured Obligations or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.otherwise (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 All rights of the Uniform Commercial Code Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(b), shall immediately cease, and all such rights shall thereupon become vested in the Secured Party, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as Collateral. (c) If the Secured Party shall determine to exercise its rights to sell all or its equivalent in other jurisdictions) any of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection, the Control Party may bid for or purchasePledgor agrees that, free (to upon request of the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law)Secured Party, the Pledged Pledgor will, at its own expense, do or cause to be done all such acts and things as may be necessary to make such sale of the Collateral or any part thereof offered for sale valid and may make payment on account thereof by using any claim then due binding and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon in compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsapplicable law.

Remedies Upon Default. If The Parties shall have the following remedies available to them with respect to the occurrence of an Event of Default shall have occurred and be continuing, with respect to the Control other Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.hereunder: (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control non-defaulting Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign(i) continue performance under this Agreement and exercise such rights and remedies as it may have at law, transfer in equity or under this Agreement and deliver seek remedies as may be necessary or desirable to enforce performance and observation of any obligations and covenants under this Agreement, so long as such rights and remedies are not duplicative of any other rights and remedies hereof, and do not otherwise enable the non-defaulting Party to obtain performance or payments in excess of the performance and payments to which it is otherwise entitled pursuant to this Agreement, or (ii) at its option, give such defaulting Party a written notice (a "Termination Notice"). Termination shall be effective on the date set forth in the Termination Notice, which date shall be no more than twenty (20) Business Days after the date such Termination Notice is provided to the purchaser Defaulting Party in accordance with Article 7. Termination of this Agreement shall in no way limit or purchasers thereof the Pledged Collateral so sold. Each such purchaser at restrict any sale Party’s right to pursue any legal or equitable remedies available to it arising from an Event of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedDefault. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice Notwithstanding any other provision of this Agreement, the cure of an Event of Default or failure to comply with, observe or perform any covenant, warranty or obligation under this Agreement within the meaning period provided therefor in this Agreement shall not release such defaulting Party from its liability to indemnify, save harmless and defend the non-defaulting Party for any claims, demands, suits, losses, liabilities, damages, obligations, payments, costs and expenses (including the costs and expenses of Section 9-611 any and all actions, suits, proceedings, assessments, judgments, settlements and compromises relating thereto and reasonable attorneys' fees and reasonable disbursements in connection therewith) relating to, arising out of or resulting from such Event of Default or any failure to comply with, observe or perform any covenant, warranty or obligation under this Agreement. In the event Seller causes or suffers an Event of Default and the Buyer elects to terminate this Agreement, then, on or before five (5) Business Days following issuance of a Termination Notice by Buyer, Seller shall pay the Buyer an amount equal to the positive amount, if any, equal to the product of (i) the number of NEPOOL GIS Certificates to be transferred to Buyer under this Agreement during the Term that have not been so transferred (“Undelivered Certificates”), and (ii) the positive difference, if any, of the Uniform Commercial Code applicable Alternative Compliance Payment Rate less the applicable NEPOOL GIS Certificate Purchase Price the Buyer would have had to pay Seller for each Undelivered Certificate if the same had actually been delivered hereunder as and when required, plus all costs, fees and expenses incurred by Buyer in connection with making Alternative Compliance Payment(s) for the Undelivered Certificates. Seller and Buyer agree that the foregoing provision is intended to reflect a mutually acceptable measure of damages for such Event of Default. In the event the Buyer causes or its equivalent in other jurisdictionssuffers an Event of Default and Seller elects to terminate this Agreement, then, on or before five (5) Business Days following issuance of a Termination Notice by Seller, the Buyer shall pay Seller the positive amount, if any, equal to the product of (i) the number of NEPOOL GIS Certificates required to be transferred by Seller under this Agreement during the Term that have not been so transferred (“Untransferred Certificates”) and (ii) the positive difference, if any, of the Collateral Agent’s intention NEPOOL GIS Certificate Purchase Price less the average market price as of the date of issuance of such Termination Notice for the number of Untransferred Certificates of a vintage equivalent to make any sale of Pledged Collateralthe calendar year in which such Untransferred Certificates were to be delivered hereunder as specified in Article 4. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale average market price is to be made determined based upon the average of prices quoted by three independent third party brokerage services selected by Seller and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, reasonably acceptable to the extent permitted by law, private) sale made pursuant Buyer. Seller and Buyer agree that the foregoing provision is intended to this Pledge Agreement, the Control Party may bid reflect a mutually acceptable measure of damages for or purchase, free (to the extent permitted by law) from any right such Event of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsDefault.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party RUS may issue a notice (a an “Control Party RUS Notice of Default”), which may be combined with the notice provided under Section 4.01(b5.01(b), suspending the rights of National Rural the Borrower under Section 2.08 3.08 in part without suspending all such rights (as specified by the Control Party RUS in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s RUS’ rights to give additional Control Party RUS Notices of Default from time to time suspending other rights under Section 2.08 3.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.025.02, upon cessation of an Event of Default, all rights of National Rural the Borrower suspended under the applicable Control Party RUS Notice of Default shall revest in National Ruralthe Borrower. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control PartyRUS, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural the Borrower agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party an RUS Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralthe Borrower, and National Rural the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural the Borrower 10 days’ written notice (which National Rural the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party RUS may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to RUS from the Control Party from National Rural Borrower as a credit against the purchase price, and the Control Party RUS may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural the Borrower shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 5.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions. (c) Upon the occurrence of an Event of Default, the Borrower shall immediately provide billing information to RUS and to the Collateral Agent sufficient to enable RUS to service the loans evidenced by the Pledged Securities.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an any Event of Default, the Collateral Agent shall, for the benefit and at the direction Lender shall have all of the Control Partyrights, have the right to exercise any powers, privileges, options and all rights afforded to remedies of a secured party under the Uniform Commercial Code or other applicable law. Without as in effect in the State of Tennessee, and without limiting the generality of the foregoing, National Rural agrees that Lender may (1) collect any and all amounts payable in respect of the Collateral Agent shall have Pledged Securities and exercise any and all rights, powers, privileges, options and remedies of the rightholder and owner thereof, but only if so instructed by a and (2) sell, transfer or negotiate the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidPledged Securities, to sell or otherwise dispose of all or any part of the Pledged Collateral thereof, at a public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Agent Lender shall deem appropriate. The Collateral Agent shall be authorized , including without limitation, at Lender’s option, the purchase of all or any part of the Pledged Securities at any such public sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon by Lender. Upon consummation of any such sale the Collateral Agent sale, Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral Securities so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National RuralPledgor, and National Rural Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and or appraisal which National Rural that Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter hereinafter enacted. Pledgor hereby expressly waives notice to redeem and notice of the time, place and manner of such sale. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning Pledgor recognizes that, by reason of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, certain prohibitions contained in the case Securities Act of a public sale1933, shall as amended (the “Securities Act”), applicable state securities laws, and other applicable laws, rules and regulations (including without limitation the time rules and place for such sale andregulations of any Bank Regulatory Authority), in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold Lender may be sold in one lot as an entirety or in separate parcelscompelled, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated with respect to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit Securities, to limit purchasers to those who agree, among other things, to acquire such Pledged Securities for their own account, for investment and not with a view to the distribution or for future delivery, the Pledged Collateral so sold resale thereof. Pledgor acknowledges that any such private sales may be retained by the Collateral Agent until the at prices and on terms less favorable than those obtainable through a public sale price is paid by the purchaser or purchasers thereofwithout such restrictions (including, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold andwithout limitation, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any a public (or, to the extent permitted by law, private) sale offering made pursuant to this Pledge Agreement, a registration statement under the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by lawSecurities Act), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject theretoand, notwithstanding the fact such circumstances, Pledgor agrees that after the Collateral Agent shall have entered into any such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of private sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner and that Lender shall have no obligation to engage in Section 9-610(b) public sales and no obligation to delay the sale of any of the Uniform Commercial Code Pledged Securities for the period of time necessary to permit the issuer thereof to register such sale under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do so. (c) If Lender determines to exercise its equivalent right to sell any or all of the Pledged Securities, upon written request, Pledgor from time to time shall, and shall cause each issuer of the Pledged Securities to be sold hereunder to, furnish to Lender all such information as Lender may request in order to determine the number of shares and other jurisdictionsinstruments included in the Pledged Securities that may be sold by Lender as exempt transactions under the Securities Act and the rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon The Collateral Agent may exercise in respect of the occurrence Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of an Event the rights and remedies of Defaulta secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent shallhas not theretofore done so) and thereafter receive, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have and the rightLenders, but only if so instructed all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require the Grantor to, and the Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by a the Control Party Order Collateral Agent and subject make it available to the requirements of applicable law Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by the Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s right rights and remedies hereunder or under law, without obligation to the Grantor in respect of such occupation, and (in its sole iii) without notice except as specified below and absolute discretionwithout any obligation to prepare or process the Collateral for sale, (A) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all the Collateral or any part of the Pledged Collateral thereof in one or more parcels at a public or private sale or sale, at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make offices, at any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a exchange or broker’s board or elsewhere, for cash, on a securities exchangecredit or for future delivery, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place price or places prices and upon such other terms as the Collateral Agent may fix and state in deem commercially reasonable and/or (B) lease, license or otherwise dispose of the notice (if any) of Collateral or any part thereof upon such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, terms as the Collateral Agent may deem commercially reasonable. The Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least five (in its sole 5) Business Days’ prior written notice to the Grantor of the time and absolute discretion) determineplace of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. The Grantor hereby waives any claims against the Collateral Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that the Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. The Grantor hereby acknowledges that (i) any such sale of the Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Collateral Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Collateral Agent (on behalf of itself and the Lenders) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In case addition to the foregoing, (i) upon written notice to the Grantor from the Collateral Agent, the Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Collateral Agent may, at any time and from time to time, upon five (5) Business Days’ prior written notice to the Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (iii) the Collateral Agent may, at any time, pursuant to the authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of the Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) In the event that the Collateral Agent determines to exercise its right to sell all or any part of the Pledged Interests pursuant to Section 9(a) hereof, the Grantor will, at the Grantor’s expense and upon request by the Collateral Agent: (i) execute and deliver, and cause each issuer of such Pledged Interests and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the reasonable opinion of the Collateral Agent, advisable to register such Pledged Interests under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the reasonable opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto, (ii) cause each issuer of such Pledged Interests to qualify such Pledged Interests under the state securities or “Blue Sky” laws of each jurisdiction, and to obtain all necessary governmental approvals for the sale of the Pledged Interests, as requested by the Collateral Agent, (iii) cause each Pledged Issuer to make available to its securityholders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act, and (iv) do or cause to be done all such other acts and things as may be necessary to make such sale of such Pledged Interests valid and binding and in compliance with applicable law. The Grantor acknowledges the impossibility of ascertaining the amount of damages which would be suffered by the Collateral Agent by reason of the failure by the Grantor to perform any of the covenants contained in this Section 9(b) and, consequently, agrees that, if the Grantor fails to perform any of such covenants, it shall pay, as liquidated damages and not as a penalty, an amount equal to the value of the Pledged Interests on the date the Collateral Agent demands compliance with this Section 9(b); provided, however, that the payment of such amount shall not release the Grantor from any of its obligations under any of the other Loan Documents. (c) Notwithstanding the provisions of Section 9(b) hereof, the Grantor recognizes that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral is made on credit Shares or for future delivery, the any other securities constituting Pledged Collateral so sold may be retained by Interests and that the Collateral Agent until the sale price is paid by the purchaser may, therefore, determine to make one or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case more private sales of any such failuresecurities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. The Grantor acknowledges that any such private sale may be sold again upon like notice. At any public (or, at prices and on terms less favorable to the extent permitted by law, private) seller than the prices and other terms which might have been obtained at a public sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject theretoand, notwithstanding the fact foregoing, agrees that after such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have entered into no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. The Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an agreement all Events of Default shall have been remedied and offer may be so advertised without prior registration under the Obligations paid Securities Act) or (ii) made privately in full. As an alternative the manner described above to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 not less than fifteen bona fide offerees shall be deemed to conform to involve a “public disposition” for the commercially reasonable standards as provided in purposes of Section 9-610(b610(c) of the Uniform Commercial Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (d) Any cash held by the Collateral Agent (or its equivalent agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent (or its agent or designee) in respect of any sale of or collection from, or other jurisdictionsrealization upon, all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent (or its agent or designee) as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in whole or in part by the Collateral Agent against, all or any part of the Secured Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent (or its agent or designee) and remaining after the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender’s Commitment and each of the Loan Documents, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (e) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Lenders are legally entitled, the Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (f) The Grantor hereby acknowledges that if the Collateral Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (g) The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that the Grantor lawfully may, the Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, the Grantor hereby irrevocably waives the benefits of all such laws.

Remedies Upon Default. If an 18.1 Upon the occurrence of any Event of Default by TENANT, LANDLORD shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice entitled to all of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights and remedies available to LANDLORD at law or in equity, including without limitation the right to do any one or more of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.following: (a) Upon If the occurrence of an Event of DefaultDefault by TENANT relates to the payment of any installment of Basic Annual Rent, the Collateral Agent shalladditional rents or any other amounts or charges payable by TENANT hereunder, for the benefit terminate this Lease by at least fourteen (14) days' notice to TENANT, or such other notice as may be permitted by any law now or hereafter in force, and at the direction recover from TENANT all rent and other amounts payable to LANDLORD under this Lease as of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality date of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedtermination. (b) The Collateral Agent If the Event of Default does not relate to payments as stated in subsection 18.1(a), terminate this Lease by at least five (5) days notice. (c) Enforce any and all lien rights and security interests. (d) Terminate any and all subleases, licenses, concessions or other arrangements for possession entered into by TENANT and affecting the Leased Premises; or, at LANDLORD's option by notice to TENANT, succeed to TENANT's interest in any or all such subleases, licenses, concessions or arrangements, whereupon TENANT shall give National Rural 10 days’ written notice have no further right to or interest in the rent or other consideration receivable thereunder. (which National Rural agrees is reasonable notice within the meaning of Section 9-611 e) Maintain an action to recover possession of the Uniform Commercial Code Leased Premises, with or without formal demand or re-entry. (f) Enter into and upon the Leased Premises or any part thereof and repossess the same as of LANDLORD's former estate, and remove all persons and property therefrom without being guilty of any manner of trespass. 18.2 The rights and remedies available to LANDLORD pursuant to Section 18.1 of this Article 18, including those specifically enumerated and those otherwise available to LANDLORD at law or in equity, shall be cumulative and non-exclusive, and the exercise by LANDLORD of any such rights or remedies shall not prevent LANDLORD from exercising any other such tight or remedy. In no event will LANDLORD's exercise of any right or remedy provided for by this Article 18 terminate this Lease unless and until accompanied by LANDLORD's notice of termination to TENANT. 18.3 No waiver by LANDLORD or TENANT of any violation, breach or default of any of the terms, provisions, conditions and covenants herein contained shall be deemed or construed to constitute a waiver of any other or later violation, breach, or default of the same or any other of the terms, provisions conditions and covenants herein contained. Forbearance by LANDLORD in enforcement of one or more of the remedies herein provided to LANDLORD following the occurrence of any default, whether or not known to LANDLORD, shall not be deemed a waiver of any such default. 18.4 TENANT covenants and agrees, notwithstanding any such termination, entry or re-entry by LANDLORD, by any means whatsoever, to pay and be liable for, on the days originally fixed herein for the payment thereof, amounts equal to the several installments of Basic Annual Rent, additional rents and other amounts and charges reserved as would, under the terms of this Lease, become due if this Lease had not been terminated or if LANDLORD had not entered or re-entered, as aforesaid, and whether the Leased Premises be relet or remain vacant, in whole or in part. In the event the Leased Premises, or any part thereof, be relet by LANDLORD, TENANT shall be entitled to a credit in the net amount of rent received by LANDLORD in reletting, after deduction of all reasonable costs and expenses incurred in reletting the Leased Premises, or any part thereof, (including, without limitation, remodeling, alteration and improvement costs and expenses, attorneys' and brokerage fees, and the like) and in collecting the rent therewith, in the following manner: (a) Amounts received by LANDLORD from TENANT after reletting shall first be applied against such costs and expenses of LANDLORD, until the same are completely recovered, and until such recovery, TENANT shall pay, as of each day when a payment would fall due under this Lease, the amount which TENANT is obligated to pay under the terms of this Lease (TENANT's liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that reletting might be for Basic Annual Rent, additional rents or other amounts and charges higher than those provided for in this Lease); when and if such costs and expenses have been completely recovered, the amounts received thereafter by LANDLORD from reletting shall be credited against TENANT's obligations as of each day when a payment would fall due under this Lease, and only the net amount, if any, remaining to be paid shall be payable by TENANT, provided, however, that no credit of any kind shall be due for any period after the date when the term of this Lease would otherwise expire according to its equivalent terms. (b) As an alternative, at the election and in other jurisdictionsthe sole discretion of LANDLORD, TENANT shall, upon termination or at any time thereafter, pay to LANDLORD, as damages, such a sum as at such time represents the present value (using a discount rate selected by LANDLORD in its reasonable discretion) of the Collateral Agent’s intention amount of the excess, if any, of (i) the total rent and other benefits which would have accrued to make LANDLORD under this Lease for the remainder of the term of this Lease if the terms, provisions, conditions and covenants of this Lease had been fully complied with by TENANT, over and above (ii) the cash rental value (in advance) of the Leased Premises for the balance of such term. For the purposes of this Subsection 18.4(b), if LANDLORD elects to require TENANT to pay damages in accordance with the immediately preceding sentence, such total rent shall be computed by assuming that TENANTs share of real estate taxes and Operating Expenses would be, for each year of the balance of the unexpired term of this Lease, the amount thereof (if any) payable by TENANT to LANDLORD for the immediately preceding Lease Year. (c) As a further alternative, at the election and in the sole discretion of LANDLORD, TENANT shall, upon termination or at any sale time thereafter, pay to LANDLORD, as liquidated damages, an amount equal to the aggregate of Pledged Collateralthe Basic Annual Rent and all additional rent owed for the six month period prior to the termination of the Lease. 18.5 Without limiting any of LANDLORD's rights and remedies under this Lease and in addition to all other amounts TENANT is otherwise obligated to pay, LANDLORD shall be entitled to recover from TENANT all reasonable costs and expenses, including reasonable attorneys' fees, incurred by LANDLORD in enforcing this Lease. 18.6 If TENANT shall default in the performance or observance of any term or condition in this Lease and shall not cure such default within the period for curing such default specified in Article 17, or if no period for cure is specified then within ten (10) days after notice from LANDLORD specifying the default, LANDLORD may, but shall not be obligated to, cure such default by TENANT under this Lease. Such noticeIf LANDLORD elects to cure a default of TENANT, all costs and expenses incurred by LANDLORD, including reasonable attorneys' fees in curing a default shall be considered additional rent hereunder and shall be paid by TENANT to LANDLORD on demand, together with interest thereon from the date of payment by LANDLORD to the date of payment by TENANT at a rate which is at all times five percent (5%) in excess of the so-called "Base Rate", in effect from time to time at BankBoston, N.A. or its successor. 18.7 If repairs are required to be made by LANDLORD pursuant to the case terms hereof and such repairs are due to the roof of a public salethe Building leaking into the Leased Premises and LANDLORD refuses or neglects to commence such repairs and complete the same with reasonable dispatch after written request by TENANT, TENANT may (but shall state the time and place for not be required to do so) make or cause such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is repairs to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated responsible to make LANDLORD for any sale loss or damage that may accrue to LANDLORD by reason thereof. If TENANT makes or causes such repairs to be made, LANDLORD agrees that LANDLORD shall forthwith, on demand, pay to TENANT the actual, out-of-pocket third party costs therefor together with interest thereon from the date of any Pledged Collateral if it shall determine not such expenditure by TENANT to do so, regardless the date of payment by LANDLORD at a rate which is at all times five percent (5%) in excess of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent mayso-called "Base Rate", without notice or publication, adjourn any public or private sale or cause the same to be adjourned in effect from time to time by announcement at Fleet National Bank or its successor. 18.8 This Article 18 shall survive the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale expiration or earlier termination of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, Lease and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsterm hereunder.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon The Administrative Agent may exercise in respect of the occurrence Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of an Event the rights and remedies of Defaulta secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral Collateral, including, without limitation, transfer into the Administrative Agent’s name or into the name of its nominee or nominees (to the extent the Administrative Agent shallhas not theretofore done so) and thereafter receive, for the benefit and at the direction of the Control PartyAdministrative Agent, have all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the right to exercise any outright owner thereof, (ii) require each Grantor to, and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality each Grantor hereby agrees that it will at its expense and upon request of the foregoingAdministrative Agent forthwith, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of assemble all or any part of the Pledged Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a public place or private sale or places to be designated by the Administrative Agent that is reasonably convenient to both parties (in which event such Grantor shall, at any broker’s board or on any securities exchangeits own expense, for cash, upon credit or for future delivery as forthwith cause the Collateral Agent shall deem appropriate. The Collateral Agent shall same to be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view moved to the distribution place or sale thereof, places so designated by the Administrative Agent and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver thereby delivered to the purchaser or purchasers thereof the Pledged Administrative Agent, store and keep any Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (delivered to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Administrative Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places pending further action by the Administrative Agent, and, while Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain the Collateral in good condition), and the Administrative Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Administrative Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may fix deem commercially reasonable and/or (B) lease, license or otherwise dispose of the Collateral or any part thereof upon such terms as the Administrative Agent may deem commercially reasonable, and state (iv) withdraw all cash in the notice (if any) Depository Accounts and apply such monies in payment of such salethe Obligations. At any such sale, the Pledged Collateral, or portion thereofEach Grantor agrees that, to be sold may be sold in one lot as an entirety the extent notice of sale or in separate parcels, as any other disposition of the Collateral Agent may shall be required by law, at least ten (in its sole 10) days’ notice to a Grantor of the time and absolute discretion) determineplace of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Administrative Agent may, without notice or publication, may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Each Grantor hereby waives any claims against the Administrative Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Pledged Collateral is made on credit be marshalled upon any sale (public or for future delivery, private) thereof. Each Grantor hereby acknowledges that (i) any such sale of the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur be made without warranty, (ii) the Administrative Agent may specifically disclaim any liability in case any such purchaser warranties of title, possession, quiet enjoyment or purchasers shall fail to take up and pay for the Pledged Collateral so sold andlike, (iii) the Administrative Agent may bid (which bid may be, in case whole or in part, in the form of any such failurecancellation of indebtedness), such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent if permitted by law, private) sale made pursuant to this Pledge Agreement, for the Control Party may bid for or purchase, free (to the extent permitted by law) from any right lease, license or other disposition of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant for the account of the Administrative Agent (on behalf of Lenders) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely effect the commercial reasonableness of any such sale of the Collateral. In addition to a judgment the foregoing, (i) upon written notice to any Grantor from the Administrative Agent, each Grantor shall cease any use of the Intellectual Property or decree any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Administrative Agent may, at any time and from time to time, upon 10 days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of a court the Intellectual Property, throughout the universe for such term or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale terms, on such conditions, and in such manner, as the Administrative Agent shall in its sole discretion determine; and (iii) the Administrative Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Administrative Agent as Collateral and all Cash Proceeds received by the Administrative Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Administrative Agent pursuant to Section 8 hereof) in whole or in part by the Administrative Agent against, all or any part of the Obligations in such order as the Administrative Agent shall elect, consistent with the provisions of this Section 4.02 the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Administrative Agent and remaining after payment in full of all of the Obligations after all Commitments have been terminated shall be deemed paid over to conform whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Administrative Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Administrative Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Administrative Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely effect the commercial reasonableness of any sale or other disposition of the Collateral. (e) The Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Administrative Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the commercially reasonable standards as provided marshalling of collateral which might cause delay in Section 9-610(b) or impede the enforcement of the Uniform Commercial Code Administrative Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws. (f) The Administrative Agent or its equivalent agents or attorneys shall have the right without notice or demand or legal process (unless the same shall be required by applicable law), personally, or by agents or attorneys, (i) to enter upon, occupy and use any premises owned or leased by any Grantor or where the Collateral is located (or is believed to be located) until the Obligations are paid in full without any obligation to pay rent to such Grantor, to render the Collateral useable or saleable and to remove the Collateral or any part thereof therefrom to the premises of the Administrative Agent or any agent of the Administrative Agent for such time as the Administrative Agent may desire in order to effectively collect or liquidate the Collateral and use in connection with such removal any and all services, supplies and other jurisdictionsfacilities of such Grantor; (ii) to take possession of such Grantor’s original books and records, to obtain access to such Grantor’s data processing equipment, computer hardware and Software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner the Administrative Agent deems appropriate; and (iii) to notify postal authorities to change the address for delivery of such Grantor’s mail to an address designated by the Administrative Agent and to receive, open and dispose of all mail addressed to such Grantor. (g) Each Grantor hereby irrevocably authorizes and empowers the Administrative Agent, without limiting any other authorizations or empowerments contained in any of the other Loan Documents, to assert, either directly or on behalf of each Grantor, any claims any Grantor may have, from time to time, against any other party to any of the agreements to which such Grantor is a party or to otherwise exercise any right or remedy of such Grantor under any such agreements (including, without limitation, the right to enforce directly against any party to any such agreement all of such Grantor’s rights thereunder, to make all demands and give all notices and to make all requests required or permitted to be made by such Grantor thereunder).

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and Pledgee may assert all rights afforded to and remedies of a secured party under the Uniform Commercial Code as is in effect in the state of New York (the “UCC”) or other applicable law, including, without limitation, the right to take possession of, hold, collect, sell, lease, deliver, grant options to purchase or otherwise retain, liquidate or dispose of all or any portion of the Pledged Membership Interests. If notice prior to disposition of the Pledged Membership Interests or any portion thereof is necessary under applicable law, written notice mailed to Pledgor at its notice address as provided in Section 21 hereof ten days prior to the date of such disposition shall constitute reasonable notice, but notice given in any other reasonable manner shall be sufficient. So long as the sale of the Pledged Membership Interests is made in a commercially reasonable manner, Pledgee may sell such Pledged Membership Interests on such terms and to such purchaser(s) as Pledgee in its absolute discretion may choose, without assuming any credit risk and without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Without limiting precluding any other methods of sale, the generality sale of the foregoing, National Rural agrees that the Collateral Agent Pledged Membership Interests or any portion thereof shall have the right, but only been made in a commercially reasonable manner if so instructed by a the Control Party Order conducted in conformity with reasonable commercial practices of creditors disposing of similar property. Pledgor hereby waives and subject releases to the requirements fullest extent permitted by law any right or equity of redemption with respect to the Pledged Membership Interests, whether before or after sale hereunder, and all rights, if any, of marshalling the Pledged Membership Interests and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law law, Pledgee or any custodian may bid for and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of purchase all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral Membership Interests so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim such right or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights equity of redemption. Neither Pledgee nor any custodian shall be liable for failure to collect or realize upon any or all of the Pledged Membership Interests or for any delay in so doing, stay and appraisal which National Rural now has or may at any time in the future have nor shall it be under any rule of law or statute now existing or hereafter enactedobligation to take any action whatsoever with regard thereto. (b) The Collateral Agent All rights of Pledgor to (i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to Section 6(a) and (ii) receive the dividends and other distributions which it would otherwise be entitled to receive and retain pursuant to Section 6(c) shall give National Rural 10 days’ written notice immediately cease, and all such rights shall thereupon become vested in Pledgee, which shall have the sole right to exercise such voting and other consensual rights and receive and hold such dividends and other distributions as additional collateral. (which National Rural agrees is reasonable notice within the meaning c) Any cash held by Pledgee as collateral and all cash proceeds received by Pledgee in respect of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such noticeof, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateralcollection from, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of other realization upon all or any part of the Pledged Collateral is made on credit Membership Interests shall be applied in whole or in part by Pledgee against all or any part of the Obligations in such order as Pledgee shall elect. Any surplus of such cash or cash proceeds held by Pledgee and remaining after payment in full of all the Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. Pledgor shall remain liable for future delivery, any deficiency if such cash and the cash proceeds of any sale or other realization of the Pledged Collateral so sold may be retained Membership Interests are insufficient to pay the Obligations and the fees and other charges of any attorneys employed by the Collateral Agent until the sale price is paid by the purchaser Pledgee to collect such deficiency. (d) If Pledgee shall determine to exercise its rights to sell all or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for of the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made Membership Interests pursuant to this Pledge AgreementSection 9, the Control Party Pledgor agrees that, upon request of Pledgee, Pledgor will, at its own expense, do or cause to be done all such acts and things as may bid for or purchase, free (be necessary to the extent permitted by law) from any right make such sale of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral Membership Interests or any part thereof offered for sale valid and may make payment on account thereof by using any claim then due binding and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon in compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsapplicable law.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, (a) At any time after the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02Effective Date, upon cessation the occurrence and during the continuation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shallmay exercise, for in addition to any other rights and remedies provided herein, under other contracts and under law, all the benefit rights and at the direction remedies of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable lawCode. Without limiting the generality of the foregoing, National Rural agrees that at any time after the Effective Date, upon the occurrence and during the continuation of an Event of Default, in accordance with applicable law, (i) at the request of Collateral Agent, Borrower shall, at its cost and expense, assemble the Collateral owned or used by it as directed by Collateral Agent shall have the rightat a place that is reasonably convenient to Collateral Agent and Borrower; and (ii) Collateral Agent may (but is not obligated to), but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and without notice except as provided below, sell the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale, on such terms as are commercially reasonable. Borrower agrees that ten (10) days prior written notice of any sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the referred to in clause (ii) above shall constitute sufficient notice. Any Secured Party may purchase Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable sale. Borrower shall be liable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral Secured Party for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacteddeficiency amount. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within may comply with any applicable law in connection with a disposition of Collateral and compliance will not be considered adversely to affect the meaning commercial reasonableness of Section 9-611 any sale of the Uniform Commercial Code or its equivalent in other jurisdictions) Collateral. Collateral Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If Collateral Agent sells any of the Collateral Agenton credit, Borrower will only be credited with payments actually made by the purchaser. In addition, Borrower waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of Secured Party’s intention rights and remedies hereunder, including, without limitation, its right following an Event of Default to make take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (c) For the purpose of enabling Collateral Agent to further exercise rights and remedies under this Section 6 or elsewhere provided by agreement or applicable law, Borrower has granted to Collateral Agent a license to use, license or sublicense any sale of Pledged Collateral. Such noticethe Licensed Assets now owned or hereafter acquired by Borrower pursuant to the Contingent License Agreement, in on the case of a public sale, shall state terms and subject to the time conditions set forth therein. (d) The parties understand and place for such sale and, in agree that (i) the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is security interest granted to be made and the day on which Collateral Agent with respect to the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as (ii) the license granted to the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, with respect to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale Licensed Assets pursuant to the provisions Contingent License Agreement, will and is intended to permit Collateral Agent and its successors and assigns, during the continuance of this Section 4.02 shall be deemed an Event of Default as provided herein, to conform take title to and make use of all rights to the commercially reasonable standards as provided Collateral, and make use of all rights of Borrower to the Licensed Assets in Section 9-610(b) of conjunction with the Uniform Commercial Code or its equivalent in other jurisdictionsCollateral.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuingoccurs, the Control Secured Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending exercise all the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code (whether or other not the Code is in effect in the jurisdiction where such rights are exercised, unless prohibited by applicable law). Without limiting In addition, the generality of the foregoingSecured Party may, National Rural agrees that without being required to give any notice, except as herein provided or as may be required by law, sell the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral thereof at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery delivery, and at such price or prices as the Secured Party may deem satisfactory. Any holder of the Secured Obligation may be the purchaser of any or all of the Collateral Agent 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 hold the same absolutely, free from any right or claim of the Debtor of whatever kind. Any holder of the Secured Obligation shall deem appropriatehave the right to offset the amount of its bid against an equal amount of the Secured Obligation held by such holder. The Collateral Agent shall be authorized at Secured Party is authorized, in connection with any such sale of securities sale, (if it deems it advisable to do soa) to restrict the prospective bidders on or purchasers of any of the Collateral to Persons a limited number of sophisticated and accredited investors who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereofof any of such Collateral and (b) to impose such other limitations or conditions in connection with any such sale as the Secured Party deems necessary or advisable, including, without limitation, a condition that any prospective purchaser execute an investment letter, it being acknowledged by the Debtor that such restrictions and upon consummation conditions will likely yield a lower price than otherwise obtainable if such Collateral were offered to a large number of potential purchasers or were registered under the applicable federal and state securities laws and sold pursuant thereto. The Debtor covenants and agrees that the Debtor will execute and deliver such documents and take such other action as the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent Secured Party shall have the right to assigndeliver, assign and transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property Collateral so sold absolutely, free from any claim or right on of the part Debtor of National Ruralwhatsoever kind, and National Rural hereby waives (to including any equity or right of redemption of the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) Debtor. The Collateral Agent shall give National Rural 10 Debtor agrees that five days’ written notice (which National Rural agrees is reasonable notice within from the meaning of Section 9-611 Secured Party to the Debtor of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral AgentSecured Party’s intention to make any such public or private sale or sale at a broker’s board or on a securities exchange shall constitute “reasonable notification” within the meaning of Pledged Collateralthe Code. Such notice, notice shall (i) in the case of a public sale, shall state the time and place fixed for such sale andsale, (ii) in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereofthereof so being sold, will first be offered for sale at such board or exchangeexchange and (iii) 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 the Collateral Agent Secured Party may fix and state in the notice (if any) of such sale. At any such sale, sale the Pledged Collateral, or portion thereof, to be sold Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Secured Party may (in its sole and absolute discretion) determine. The Collateral Agent Secured Party shall not be obligated to make any such sale of pursuant to any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been givennotice. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may, without further notice, may be made at the any time and or place to which the same was may be so adjourned. In case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent Secured Party until the sale selling price is paid by the purchaser or purchasers thereof, but the Collateral Agent Secured Party shall not incur any liability in case any of the failure of such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, and in case of any such failure, such Pledged Collateral may again be sold again upon like notice. At any public (orThe Secured Party, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right instead of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement the Security Interests and to sell the Collateral Collateral, or any portion thereof pursuant to thereof, under a judgment or decree of a court or courts having of competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon The Collateral Agent may exercise in respect of the occurrence Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of an Event the rights and remedies of Defaulta secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent shallhas not theretofore done so) and thereafter receive, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have and the rightLenders, but only if so instructed all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by a the Control Party Order Collateral Agent and subject make it available to the requirements of applicable law Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s right rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (in its sole iii) without notice except as specified below and absolute discretionwithout any obligation to prepare or process the Collateral for sale, (A) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all the Collateral or any part of the Pledged Collateral thereof in one or more parcels at a public or private sale or sale, at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make offices, at any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a exchange or broker’s board or elsewhere, for cash, on a securities exchangecredit or for future delivery, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place price or places prices and upon such other terms as the Collateral Agent may fix and state in deem commercially reasonable and/or (B) lease, license or otherwise dispose of the notice (if any) of Collateral or any part thereof upon such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (in its sole 10) days’ prior notice to the applicable Grantor of the time and absolute discretion) determineplace of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. To the extent not prohibited by law, each Grantor hereby waives any claims against the Collateral Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and to the extent not prohibited by law, waives all rights that such Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of the Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Collateral Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Collateral Agent (on behalf of itself and the Lenders) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In case addition to the foregoing, (i) upon written notice to any Grantor from the Collateral Agent, each Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) the Collateral Agent may, at any time and from time to time, upon ten (10) days’ prior notice to any Grantor, license, on a non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (iii) the Collateral Agent may, at any time, pursuant to the authority granted in Section 8 hereof (such authority being effective solely upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property Collateral owned by such Grantor (or any application or registration in the United States Patent and Trademark Office or the United States Copyright Office). If an assignment of Intellectual Property shall have been made as provided herein, and if such Event of Default is no longer continuing (and no other Event of Default shall have occurred and be continuing), the Collateral Agent shall promptly execute and deliver to each Grantor, at such Grantor’s sole cost and expense, any assignment or assignments as may be necessary to reassign to such Grantor any such Intellectual Property then-owned by the Collateral Agent; provided, after giving effect to such reassignment, the security interest granted pursuant to this Agreement, and all other rights and remedies of the Collateral Agent granted hereunder, shall continue to be in full force and effect. (b) Each Grantor recognizes that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral is made on credit Shares or for future delivery, the any other securities constituting Pledged Collateral so sold may be retained by Interests and that the Collateral Agent until the sale price is paid by the purchaser may, therefore, determine to make one or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case more private sales of any such failuresecurities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be sold again upon like notice. At any public (or, at prices and on terms less favorable to the extent permitted by law, private) seller than the prices and other terms which might have been obtained at a public sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject theretoand, notwithstanding the fact foregoing, agrees that after such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have entered into no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an agreement all Events of Default shall have been remedied and offer may be so advertised without prior registration under the Obligations paid Securities Act) or (ii) made privately in full. As an alternative the manner described above to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 not less than fifteen bona fide offerees shall be deemed to conform to involve a “public disposition” for the commercially reasonable standards as provided in purposes of Section 9-610(b610(c) of the Uniform Commercial Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (c) Any cash held by the Collateral Agent (or its equivalent agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent (or its agent or designee) in respect of any sale of or collection from, or other jurisdictionsrealization upon, all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent (or its agent or designee) as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in whole or in part by the Collateral Agent against, all or any part of the Secured Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Financing Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent (or its agent or designee) and remaining after the date on which all of the Secured Obligations (other than unasserted contingent indemnification obligations) have been Paid in Full after the termination of each Lender’s Commitment and each of the Loan Documents, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (d) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, out-of-pocket costs and expenses of any attorneys employed by the Collateral Agent to collect such deficiency. (e) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (f) The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

Remedies Upon Default. If In the event that an Event of Default shall have occurred and occurred: a. Administrative Agent may, at its option (which option shall be continuing, deemed to have been exercised immediately upon the Control occurrence of an Act of Insolvency of any Seller Party may issue a notice (a “Control Party Notice of Default”or any Affiliate), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction or Purchase Price Increase Date for any Purchase Price Increase has not yet occurred as of the date of such exercise or deemed exercise, such Transaction or Purchase Price Increase shall be deemed immediately canceled). Administrative Agent shall (except upon the occurrence of an Act of Insolvency) give notice to Seller Parties and Guarantors of the exercise of such option as promptly as practicable. b. If Administrative Agent exercises or is continuing. Subject deemed to paragraph have exercised the option referred to in subparagraph (ba) of this Section 4.02Section, upon cessation (i) any Seller’s obligations in such Transactions to repurchase all Purchased Assets and Repurchase Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Administrative Agent and applied, in Administrative Agent’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Sellers hereunder, and (iii) a Seller Party shall immediately deliver to Administrative Agent the Asset Files relating to any Purchased Assets and Repurchase Assets subject to such Transactions then in such Seller Party’s possession or control. c. Administrative Agent also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of each Seller Party relating to the Purchased Assets, Mortgage Loans and Contributed Assets and all documents relating to the Purchased Assets and Repurchase Assets (including, without limitation, any legal, credit or servicing files with respect to the Purchased Assets and Repurchase Assets) which are then or may thereafter come in to the possession of any Seller Party or any third party acting for such Seller Party. To obtain physical possession of any Purchased Assets or Repurchase Assets held by Custodian, Administrative Agent shall present to Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for Seller Party’s failure to perform its obligations under this Agreement, each of the Seller Parties acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Administrative Agent from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Administrative Agent shall have the right to direct all servicers or the Property Manager then servicing or managing any Purchased Mortgage Loans and Contributed Assets to remit all collections thereon to Administrative Agent, and if any such payments are received by any Seller Party, such Seller Party shall not commingle the amounts received with other funds of such Seller Party and shall promptly pay them over to Administrative Agent. Administrative Agent shall also have the right to terminate any one or all of the servicers or Property Manager then servicing or managing any Purchased Mortgage Loans and Contributed Assets with or without cause. In addition, Administrative Agent shall have the right to immediately sell the Purchased Assets, cause REO Subsidiary to sell the Contributed Assets and liquidate all Repurchase Assets. Such disposition of Purchased Assets, Mortgage Loans, Contributed Assets or Repurchase Assets may be, at Administrative Agent’s option, on either a servicing‑released or a servicing‑retained basis. Administrative Agent shall not be required to give any warranties as to the Purchased Assets, Mortgage Loans, Contributed Assets or Repurchase Assets with respect to any such disposition thereof. Administrative Agent may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets, Mortgage Loans, Contributed Assets or Repurchase Assets. The foregoing procedure for disposition of the Purchased Assets, Mortgage Loans, Contributed Assets or Repurchase Assets and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Each Seller Party agrees that it would not be commercially unreasonable for Administrative Agent to dispose of the Purchased Assets or to cause the disposition of Contributed Assets or dispose of the Repurchase Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to the Purchased Assets, Mortgage Loans, Contributed Assets or the Repurchase Assets, or that have the reasonable capability of doing so, or that match Buyers and sellers of assets. Administrative Agent shall be entitled to place the Purchased Assets or cause the placement of the Contributed Assets in a pool for issuance of securities at the then‑prevailing price for such securities and to sell such securities for such prevailing price in the open market. Administrative Agent shall also be entitled to sell any or all of such Purchased Assets and Repurchase Assets individually for the prevailing price. Administrative Agent shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Assets and Repurchase Assets or causing the sale of all or a portion of such Purchased Assets or Repurchase Assets, to give the Sellers credit for such Purchased Assets and the Repurchase Assets in an amount equal to the Market Value of the Purchased Assets and Repurchase Assets against the aggregate unpaid Repurchase Price and any other amounts owing by the Sellers hereunder. e. Upon the happening of one or more Events of Default, Administrative Agent may apply any proceeds from the liquidation of the Purchased Assets and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Administrative Agent deems appropriate in its sole discretion. f. Each Seller Party shall be liable to Administrative Agent and each Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Administrative Agent and each Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Administrative Agent and Buyers) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all rights fees, expenses and commissions) of National Rural suspended under the applicable Control Party Notice entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of Default shall revest in National Rural. an Event of Default, and (aiii) Upon any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of DefaultDefault in respect of a Transaction. g. To the extent permitted by applicable law, Sellers shall be liable to Administrative Agent and each Buyer for interest on any amounts owing by Sellers hereunder, from the Collateral Agent shall, date Sellers become liable for such amounts hereunder until such amounts are (i) paid in full by Sellers or (ii) satisfied in full by the exercise of Administrative Agent’s and Buyers’ rights hereunder. Interest on any sum payable by Sellers under this Section 16(g) shall accrue at a rate equal to the Post-Default Rate. h. Each Seller Party recognizes that the market for the benefit Purchased Assets or Contributed Assets may not be liquid and at the direction as a result it may not be possible for Administrative Agent to sell all of the Control PartyPurchased Assets on a particular Business Day, have or in a transaction with the right same purchaser, or in the same manner. Each Seller Party further recognizes that Administrative Agent may be unable to exercise effect a public sale of any or all of the REO Subsidiary Interests, by reason of certain prohibitions contained in the 1934 Act and all rights afforded applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality restricted group of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith purchasers which will be paidobliged to agree, among other things, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any acquire such securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In view of the nature of the REO Subsidiary Interests, each Seller Party agrees that liquidation of any REO Subsidiary Interests may be conducted in a private sale thereofand at such price as Administrative Agent may deem commercially reasonable. Administrative Agent shall be under no obligation to delay a sale of any REO Subsidiary Interests for the period of time necessary to permit the applicable Seller to register the REO Subsidiary Interests for public sale under the 1934 Act, or under applicable state securities laws, even if such Seller would agree to do so. i. Each Seller Party agrees to use its reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any sale or sales of any portion of the REO Subsidiary Interests pursuant to this Agreement valid and binding and in compliance with any and all other applicable laws other than registration under applicable securities laws, provided that each Seller shall have no obligation to register the REO Subsidiary Interests for public sale under the 1934 Act. Each Seller Party further agrees that a breach of any of the covenants contained in this Section will cause irreparable injury to Administrative Agent and Buyers, that Administrative Agent and Buyers have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section shall be specifically enforceable against the Seller Parties, and each Seller Party hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for defense that no Event of Default has occurred hereunder. j. Administrative Agent shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. k. Administrative Agent may exercise one or more of the remedies available to Administrative Agent immediately upon consummation the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to Seller Parties or Guarantors. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Administrative Agent may have. l. Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and each Seller Party and each Guarantor hereby expressly waives any defenses such Seller Party and such Guarantor might otherwise have to require Administrative Agent to enforce its rights by judicial process. Each Seller Party and each Guarantor also waives any defense (other than a defense of payment or performance) such Seller Party and such Guarantor might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Collateral Repurchase Assets, or from any other election of remedies. Each Seller Party and each Guarantor recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. m. Administrative Agent and Buyers shall have the right to assignperform reasonable due diligence with respect to each Seller Party and the Purchased Assets and Repurchase Assets, transfer and deliver to which review shall be at the purchaser or purchasers thereof the Pledged Collateral so sold. Each expense of such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedSeller. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within n. To the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the fullest extent permitted by law, private) sale made pursuant the REO Subsidiary for itself and its successors and assigns, waives all rights to this Pledge Agreementa marshalling of the assets of the REO Subsidiary, the Control Party may bid for REO Subsidiary’s partners or purchasemembers and of the Rental Properties, free (or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Mortgages, and agrees not to assert any right under any laws pertaining to the extent permitted by law) from marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of redemption, stay, valuation Administrative Agent or appraisal on Buyers under the part Program Agreements to a sale of National Rural (all said rights being also hereby waived the Rental Properties for the collection of the Repurchase Assets without any prior or different resort for collection or of the right of Administrative Agent and released Buyers to the extent permitted by law)payment of the Repurchase Assets out of the net proceeds of the Rental Properties in preference to every other claimant whatsoever. In addition, the Pledged Collateral REO Subsidiary, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to the REO Subsidiary which would require the separate sale of the Rental Properties or require Administrative Agent to exhaust its remedies against any Rental Property or any part thereof offered for sale combination of the Rental Properties before proceeding against any other Rental Property or combination of Rental Properties; and may make payment on account thereof by using any claim then due and payable to further in the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose event of such property without further accountability foreclosure the REO Subsidiary does hereby expressly consent to Pledged Collateral therefor. For purposes hereofand authorizes, a written agreement to purchase at the Pledged Collateral option of Administrative Agent, the foreclosure and sale either separately or together of any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return combination of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsRental Properties.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon The Collateral Agent may exercise in respect of the occurrence Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of an Event the rights and remedies of Defaulta secured party upon default under the Code (whether or not the Code applies to the affected Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent shallhas not theretofore done so) and thereafter receive, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have and the rightLenders, but only if so instructed all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by a the Control Party Order Collateral Agent and subject make it available to the requirements of applicable law Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both parties, and the Collateral Agent may enter into and occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s right rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (in its sole iii) without notice except as specified below and absolute discretionwithout any obligation to prepare or process the Collateral for sale, (A) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all the Collateral or any part of the Pledged Collateral thereof in one or more parcels at a public or private sale or sale, at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make offices, at any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a exchange or broker’s board or elsewhere, for cash, on a securities exchangecredit or for future delivery, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place price or places prices and upon such other terms as the Collateral Agent may fix and state in deem commercially reasonable and/or (B) lease, license or otherwise dispose of the notice (if any) of Collateral or any part thereof upon such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least five (in its sole 5) Business Days’ prior notice to the applicable Grantor of the time and absolute discretion) determineplace of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claims against the Collateral Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree, and waives all rights that such Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of the Collateral by the Collateral Agent shall be made without warranty, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Collateral Agent may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted by law, for the purchase, lease, license or other disposition of the Collateral or any portion thereof for the account of the Collateral Agent (on behalf of itself and the Lenders) and (iv) such actions set forth in clauses (i), (ii) and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. In case addition to the foregoing, (i) upon written notice to any Grantor from the Collateral Agent, each Grantor shall cease any use of the Intellectual Property for any purpose described in such notice; (ii) the Collateral Agent may, at any time and from time to time, upon five (5) Business Days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (iii) the Collateral Agent may, at any time, pursuant to the authority granted in Section 8 hereof (such authority being effective upon the occurrence and during the continuance of an Event of Default), execute and deliver on behalf of a Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) In the event that the Collateral Agent determines to exercise its right to sell all or any part of the Pledged Interests pursuant to Section 9(a) hereof, each Grantor will, at such Grantor’s expense and upon request by the Collateral Agent: (i) execute and deliver, and cause each issuer of such Pledged Interests and the directors and officers thereof to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts and things, as may be necessary or, in the opinion of the Collateral Agent, advisable to register such Pledged Interests under the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectus which, in the opinion of the Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the SEC applicable thereto, (ii) cause each issuer of such Pledged Interests to qualify such Pledged Interests under the state securities or “Blue Sky” laws of each jurisdiction, and to obtain all necessary governmental approvals for the sale of the Pledged Interests, as requested by the Collateral Agent, (iii) cause each Pledged Issuer to make available to its securityholders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act, and (iv) do or cause to be done all such other acts and things as may be necessary to make such sale of such Pledged Interests valid and binding and in compliance with applicable law. (c) Notwithstanding the provisions of Section 9(b) hereof, each Grantor recognizes that the Collateral Agent may deem it impracticable to effect a public sale of all or any part of the Pledged Collateral is made on credit Shares or for future delivery, the any other securities constituting Pledged Collateral so sold may be retained by Interests and that the Collateral Agent until the sale price is paid by the purchaser may, therefore, determine to make one or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case more private sales of any such failuresecurities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Collateral securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be sold again upon like notice. At any public (or, at prices and on terms less favorable to the extent permitted by law, private) seller than the prices and other terms which might have been obtained at a public sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject theretoand, notwithstanding the fact foregoing, agrees that after such private sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have entered into no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Each Grantor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an agreement all Events of Default shall have been remedied and offer may be so advertised without prior registration under the Obligations paid Securities Act) or (ii) made privately in full. As an alternative the manner described above to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 not less than fifteen bona fide offerees shall be deemed to conform to involve a “public disposition” for the commercially reasonable standards as provided in purposes of Section 9-610(b610(c) of the Uniform Commercial Code (or any successor or similar, applicable statutory provision) as then in effect in the State of New York, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the purchase of such securities. (d) Any cash held by the Collateral Agent (or its equivalent agent or designee) as Collateral and all Cash Proceeds received by the Collateral Agent (or its agent or designee) in respect of any sale of or collection from, or other jurisdictionsrealization upon, all or any part of the Collateral may, in the discretion of the Collateral Agent, be held by the Collateral Agent (or its agent or designee) as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in whole or in part by the Collateral Agent against, all or any part of the Secured Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Credit Agreement. Any surplus of such cash or Cash Proceeds held by the Collateral Agent (or its agent or designee) and remaining after the date on which all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of each Lender’s Revolving Credit Commitment and each of the Loan Documents, shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (e) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Lenders are legally entitled, the Grantors shall be jointly and severally liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Loan Document for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (f) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable requirements of law in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (g) The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment of, the Secured Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, such Grantor hereby agrees that it will not invoke any law relating to the marshalling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under any other instrument creating or evidencing any of the Secured Obligations or under which any of the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such laws.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an any Lease Event of Default, the Collateral Agent shall, for the benefit Default and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in thereafter so long as the future have under any rule of law or statute now existing or hereafter enacted. same shall be continuing, Lessor may (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, except in the case of a public sale, shall state Lease Event of Default of the time and place for such sale andtype described in Section 23(h), in the which case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale Lessor shall be held at such time deemed automatically without further act to have elected the remedy set forth in clause (d) below) exercise one or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless more of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (orfollowing remedies, to the extent permitted by lawApplicable Law, privateas Lessor in its sole discretion shall elect: (a) sale made Lessor may terminate or cancel this Lease Agreement, without prejudice to any other remedies of Lessor hereunder, with respect to all or any Item of Equipment, and whether or not this Lease Agreement has been so terminated, may enter the premises of Lessee, subject to Lessee's normal safety and security concerns, including standard confidentiality requirements, or of any other party to take immediate possession of the Equipment and remove all or any Item of Equipment by summary proceedings or otherwise, or may cause Lessee, at Lessee's expense, to store, maintain, surrender and deliver possession of the Equipment or such Item in the same manner as provided in Section 6; (b) Lessor may hold, keep idle or lease to others any Item of Equipment, as Lessor in its sole discretion may determine, free and clear of any rights of Lessee, except that Lessee's obligation to pay Lease Payments for any Lease Payment Periods commencing after Lessee shall have been deprived of possession pursuant to this Pledge AgreementSection 24 shall be reduced by the net proceeds (after taking into account all expenses associated therewith), if any, received by Lessor from leasing the Equipment or such Item to any Person other than Lessee for the same Lease Payment Periods or any portion thereof; (c) Lessor may sell the Equipment or any Item of Equipment at public or private sale as Lessor may determine, free and clear of any rights of Lessee, and Lessee shall pay to Lessor, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Lease Payments due for the Equipment or Item(s) so sold for any Lease Period commencing after the date on which such sale occurs), the Control Party sum, without duplication, of (i) all unpaid Lease Payments payable for each Item of Equipment for all Lease Payment Periods through the date on which such sale occurs, plus (ii) an amount equal to the excess, if any, of (A) the Acquisition Cost of the Item(s) of Equipment so sold over (B) the Net Proceeds of Sale, plus interest on the amount of such excess from the date of such sale until the date of payment by Lessee at a rate equal to the aggregate of (1) 82% of the Tranche A Rate, (2) 15% of the Applicable Tranche B Rate, (3) 3% of the Applicable Equity Rate and (4) 2.0%, plus (iii) all unpaid Supplemental Payments due with respect to each Item of Equipment so sold; (d) whether or not Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights under subsection (a) or (b) above with respect to any Item(s) of Equipment, Lessor, by written notice to Lessee specifying a payment date, may bid demand that Lessee pay to Lessor, and Lessee shall pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Lease Payment due for any Item(s) of Equipment for any Lease Payment Period commencing after the payment date specified in such notice and in lieu of the exercise by Lessor of its remedies under subsection (b) above in the case of a re-lease of such Item(s) or purchaseunder subsection (c) above with respect to a sale of such Item(s)), free the sum, without duplication, of (i) all unpaid Lease Payments payable for such Item(s) for all Lease Payment Periods through the payment date specified in such notice, plus (ii) all unpaid Supplemental Payments due with respect to such Item(s) as of the payment date specified in such notice, plus (iii) an amount equal to any Premium, Makewhole or Breakage Costs owed or paid by Lessor to any Person under the Operative Documents, plus (iv) an amount, with respect to each such Item, equal to the Acquisition Cost of such Item(s); provided, however, upon payment in full by Lessee within ten (10) days of demand of all amounts due under this Section 24(d), Lessor will at the request and cost of Lessee furnish to or at the direction of Lessee a bill xx sale, without recourse or warranty (except as to the absence of Lessor Liens and Collateral Agent Liens), and otherwise in form and substance reasonably satisfactory to Lessee and Lessor evidencing the transfer to or at the direction of Lessee, all of Lessor's right, title and interest in and to such Item(s), "as-is, where-is"; and (e) Lessor may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof and terminate this Lease Agreement. Lessee shall be liable for all costs and expenses, including reasonable attorney's fees and expenses, incurred by Lessor, the Indenture Trustee, Collateral Agent, Administrative Agent or any Assignee by reason of the occurrence of any Lease Event of Default or the exercise of Lessor's remedies with respect thereto, including all reasonable costs and expenses incurred in connection with the return of the Equipment in accordance with Section 6 or in placing the Equipment in the condition required by said Section. Except as otherwise expressly provided above, no remedy referred to in this Section 24 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity; and the exercise or beginning of exercise by Lessor of any one or more of such remedies shall not constitute the exclusive election of such remedies and shall not preclude the simultaneous or later exercise by Lessor of any or all of such other remedies. No express or implied waiver by Lessor of any Lease Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Lease Event of Default. To the extent permitted by applicable law) from , Lessee hereby waives any right rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use the Equipment in mitigation of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural Lessor's damages as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid set forth in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided 24 or which may otherwise limit or modify any of Lessor's rights and remedies in this Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions24.

Remedies Upon Default. (a) If an any Event of Default shall have occurred occur and be continuing, Secured Party shall have all of the Control rights and remedies provided to a secured party by the FLAUCC and other applicable laws as in effect from time to time. Borrower agrees that (1) to the maximum extent permitted by law, Secured Party may issue apply and retain the Collateral (to the extent of its fair market value (which, if there is no trading market for the Collateral, shall be determined in good faith by Secured Party, taking into account the most recent appraisal of the value of a share of DRYCLEAN USA, Inc. Common Stock that DRYCLEAN USA, Inc. or Secured Party may have obtained) at the time Secured Party declares the Note to be, or the Note otherwise becomes, due and payable) (whether at maturity, by acceleration or otherwise) and apply such fair market value against amounts due under the Note and (2) Secured Party may otherwise pursue such remedies as are available to Secured Party at law or in equity including, without limitation, under the FLAUCC, without either election being of remedies (should it be determined that Secured Party's choice is improper it may pursue another remedy. No notice to Borrower of any action proposed to be taken or taken need be given unless required by law and not waivable. In the event that notice is necessary, written notice mailed to Borrower at the address given on the first page hereof (or such other address as requested by Borrower pursuant to notice given under Section 12 and received by Secured Party prior to its giving such notice to Borrower) at least ten business days prior to the date of public sale of Collateral or prior to the date after which a “Control private sale or any other disposition of Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other reasonable time shall be sufficient. Secured Party Notice may apply the proceeds of Default”)any such sale or disposition of Collateral (or other monies received in respect of Collateral) to the satisfaction of its reasonable attorneys' fees, legal expenses and other reasonable costs and expenses incurred in connection with its retaking, holding, preparing for sale, and selling of Collateral prior to applying same to the payment of amounts under the Note (which may be combined in such order as Secured Party may elect). Without precluding any other methods of sale, the sale of the Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of disposing of similar collateral, but in any event Secured Party may sell, at its option, on such terms as it may choose without assuming any credit risk and without any obligation to advertise. Secured Party shall not be liable for any insufficiency of the notice provided proceeds of any sale of any Collateral to satisfy amounts under Section 4.01(b)the Note in full, suspending the rights of National Rural under Section 2.08 in part without suspending all and Borrower shall remain liable for any such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph deficiency. (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Secured Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise sell the Collateral hereunder by any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable lawcommercially reasonable method. Without limiting the generality of the foregoing, National Rural Borrower specifically agrees that the Collateral Agent shall have methods described in this Section are commercially reasonable methods for the rightsale of securities held as Collateral. Borrower recognizes that Secured Party may not be able to, but only or may determine not to, effect an immediate public sale of any or all of such securities and may elect to sell the securities over a period of time and/or resort to one or more private sales thereof, which may result in prices, and be on other terms, less favorable to Borrower than if so instructed by such sale were immediately made in a public sale. If, at the Control time of sale, Secured Party Order and subject determines that there may be a question as to whether the requirements of applicable law and the Collateral Agent’s right (securities may be sold in a public market, Secured Party, in its sole discretion at the time of any such sale or proposed sale, may restrict the prospective bidders or purchasers as to their number, nature and absolute discretioninvestment intention (including, among other things, requiring that the persons making, or proposing to make, such purchases represent and agree, to the satisfaction of Secured Party, that they are "accredited investors" under the Securities Act of 1933, as amended (the "Securities Act") to receive indemnification and applicable Securities and Exchange Commission rules and/or satisfy such additional or other reasonable assurances criteria as Secured Party may require, and that they are purchasing the securities for their own account, for investment and not with a view toward the distribution or resale of any thereof in violation of the Securities Act). Secured Party may also sell such securities from time to time in limited quantities over a period of time. Any sale may be made in one lot, as an entirety or in separate parcels, even if such sale is made at a discount from the then current market price of the securities and regardless of the availability of paragraph (k) of Rule 144 promulgated under the Act or another exemption from the registration provisions of the Securities Act or the availability of an effective and current registration statement under the Securities Act covering such actual or proposed sale. Secured Party may also restrict potential purchasers in order not to jeopardize its costs election to be taxed under the provisions of Subchapter S of the Internal Revenue Code of 1986, as amended, and expenses in connection therewith will require any purchaser to execute a counterpart or Secured Party may purchase the Collateral under any shareholder's similar agreement or arrangement to which Secured Party and Borrower may then be paida party and retain and apply the proceeds thereof against amounts due under the Note. Any sale may be consummated notwithstanding that, to sell or otherwise dispose after entering into such agreement of all sale, the obligation under the Note may have been fully paid and satisfied. (c) Secured Party may arrange for the sale of the Collateral, or any part of the Pledged Collateral at a thereof (determined in its discretion), in one or more public or private sale or at any broker’s board or on any securities exchangesales, for cash, upon credit or for future delivery delivery, at such price or prices, at such time or times and by delivering such certificates (without regard to Borrower's holding period under the Securities Act or for tax or other purposes, or as to any actual or relative tax or other basis therein, or the tax or other consequences thereof) as Secured Party shall determine in its sole discretion. Secured Party shall incur no liability in case any proposed sale fails to occur (due to the failure of such purchaser to pay for the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do soso sold, or otherwise) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereofand, and upon consummation in case of any such sale failure, Borrower shall not be relieved of any obligations under the Note or hereunder and such Collateral Agent shall have the right to assign, transfer may again be sold under and deliver pursuant to the provisions of this Agreement. (d) To the maximum extent permitted by applicable law, Secured Party may (i) be the purchaser of any or purchasers thereof all of the Pledged Collateral so sold. Each such purchaser , or (ii) apply and retain the Collateral as a partial or full offset, at any sale of Pledged Collateral shall their fair market value (as determined under Section 8(a)) against amounts due under the Note and the purchase price thereof may be applied as a credit against amounts due under the Note, and, in either case, thereafter hold the property sold same, absolutely, free from any right or claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedwhatsoever kind. (be) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent Secured Party shall not be obligated to make or direct any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publicationSecured Party may postpone, adjourn or direct the adjournment of 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Notwithstanding anything to the contrary in this Section, Secured Party shall have no duty or obligation to exercise any sale of all or any part of the Pledged Collateral is made on credit aforesaid rights, privileges or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase priceoptions, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled responsible for any failure to the return of the Pledged Collateral do so or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid delay in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsso doing.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) the terms of this Section 4.02the Cash Flow Intercreditor Agreement, upon cessation the occurrence and during the continuance of an Event of Default, each Credit Party agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent shall have the right, subject to applicable law, to take any of or all rights the following actions at the same or different times, subject, in each case, to the terms of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. Cash Flow Intercreditor Agreement: (a) Upon with respect to any Article 9 Collateral consisting of Intellectual Property owned by such Credit Party for the occurrence purpose of enabling the Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under this Section 4.01 at such time as the Collateral Agent shallshall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Credit Party hereby grants to the Collateral Agent, subject to pre-existing rights and licenses, an irrevocable (but solely during the continuance of an Event of Default), non-exclusive world-wide (to the extent it has such rights) license (exercisable without payment of royalty or other compensation to such Credit Party), subject, in the case of Trademarks, to any quality standards and quality control practices in effect by each applicable Credit Party, with respect to its Trademarks and sufficient to avoid the risk of invalidation or dilution of such Trademarks, to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired, developed or created by such Credit Party, wherever the same may be located; provided, that such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the benefit and at compilation or printout hereof to the direction extent permitted by the terms of the Control applicable licenses; provided further that the Collateral Agent shall retain the confidentiality of any Trade Secrets licensed under this Section 4.01 consistent with the practices in effect by each applicable Credit Party, have with respect to its confidential information, immediately prior to such Event of Default; (b) to take possession of the right Collateral and without liability for trespass to the applicable Credit Party to enter any premises where the Collateral may be located for the purpose of taking possession of, removing or selling the Collateral and, generally, to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law and in furtherance of the foregoing, each Credit Party hereby grants to the Collateral Agent, for the purpose of enabling the Collateral Agent to exercise rights and remedies during the continuance of an Event of Default, an irrevocable license (without payment of rent or other compensation to such Credit Party) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Credit Party; (c) notify Account Debtors of any Credit Party that the Accounts of such Credit Party have been assigned to the Collateral Agent, for the benefit of the Secured Parties, or that Collateral Agent has a security interest therein and direct Account Debtors to make payment directly to the Collateral Agent; and (d) exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, in the other Credit Documents, or otherwise available to the Collateral Agent, all other rights and remedies of a secured party on default under the Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoingforegoing rights and remedies, National Rural each Credit Party agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the mandatory requirements of applicable law and (including the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidUniform Commercial Code), to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of securities a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralany Credit Party, and National Rural each Credit Party hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that such Credit Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) . The Collateral Agent shall give National Rural 10 daysthe Borrower and each applicable Credit Party not less than ten (10) Business Days’ prior written notice (which National Rural each Credit Party agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged The Collateral, or the portion thereof, to be sold at any such sale may be sold in one lot as an entirety or in separate parcelsparcels in the Collateral Agent’s own right or by one or more agents and contractors, upon any premises owned, leased, or occupied by any Credit Party and the Collateral Agent and any such agent or contractor, in conjunction with any such sale, may augment the Inventory to be sold with other goods (all of which other goods shall remain the sole property of the Collateral Agent or such agent or contractor), all as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 4.01, the Control any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural any Credit Party (all said such rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control such Secured Party from National Rural any Credit Party as a credit against the purchase price, and the Control such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to Pledged Collateral any Credit Party therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 ten (10) days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon In the occurrence event Buyer breaches or defaults under any of an Event the terms of Defaultthis Agreement prior to or on the Closing Date, the Collateral sole and exclusive remedy of Seller shall be to receive from Escrow Agent shall, for the benefit and at the direction full amount of the Control PartyExxxxxx Money Deposit, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent Buyer shall have the right, but only if so instructed by a the Control Party Order no right therein. Buyer and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent Seller acknowledge and agree that they are purchasing (i) the Pledged Collateral for their own account for investment Exxxxxx Money Deposit and not any interest earned thereon if received in accordance with the terms of this Agreement is a view reasonable estimate of and bears a reasonable relationship to the distribution or damages that would be suffered and costs incurred by Seller as a result of having withdrawn the Property from sale thereof, and upon consummation the failure of any Closing to occur due to a default of Buyer under this Agreement; (ii) the actual damages suffered and costs incurred by Seller as a result of such sale the Collateral Agent shall have the right withdrawal and failure to assign, transfer close due to a default of Buyer under this Agreement would be extremely difficult and deliver impractical to determine; (iii) Buyer seeks to limit its liability under this Agreement to the purchaser or purchasers thereof amount of the Pledged Collateral so sold. Each Exxxxxx Money Deposit and any interest earned thereon if the transaction contemplated by this Agreement does not close due to a default of Buyer under this Agreement; and (iv) such purchaser at any sale of Pledged Collateral amount shall hold the property sold absolutely, free from any claim or right on the part of National Rural, be and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedconstitute valid liquidated damages. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within In the meaning of Section 9-611 event Seller defaults under any of the Uniform Commercial Code terms of this Agreement on or its equivalent in other jurisdictionsprior to the Closing Date (including, without limitation, by failing or refusing to deliver any items required to be delivered pursuant to Section 5 or Section 6 of this Agreement) and Buyer is ready and able to close, Buyer shall be entitled to (i) receive a refund of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time Exxxxxx Money Deposit and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateralterminate this Agreement, or portion thereof(ii) compel specific performance of this Agreement, will first be offered for sale at if Buyer elects to compel specific performance, Buyer may also recover all of its costs and attorneys’ fees in seeking such board specific performance, or exchange. Any such public sale shall be held at such time (iii) if specific performance is not possible or times within ordinary business hours and at such place or places as if Buyer elects not to pursue specific performance, receive a refund of the Collateral Agent may fix and state in the notice Exxxxxx Money Deposit (if anyClosing does not occur) and recover the cost of any 3rd party reports obtained by Buyer and its reasonable attorney’s fees and costs (provided such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent actual costs shall not be obligated to make any sale exceed the amount of $36,000) which shall include damages resulting from a breach of any Pledged Collateral if it shall determine not to do so, regardless warranty or representation of Seller as of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause Closing even if the same to be adjourned from time to time by announcement at is not discovered until after the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (orClosing, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to same survive the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsClosing.

Remedies Upon Default. If In the event that an Event of Default shall have occurred and be continuing: a. Administrative Agent may, at its option (which option shall be deemed to have been exercised immediately upon the Control occurrence of an Act of Insolvency of any Seller Party may issue a notice (a “Control Party Notice of Default”or any Affiliate), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred and as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Administrative Agent shall (except upon the occurrence of an Act of Insolvency of a Seller Party or any Affiliate) give notice to Seller of the exercise of such option as promptly as practicable. b. If Administrative Agent exercises or is continuing. Subject deemed to paragraph have exercised the option referred to in subparagraph (ba) of this Section 4.02Section, upon cessation (i) Seller’s obligations in such Transactions to repurchase all Purchased Assets, Contributed REO Properties and Repurchase Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Administrative Agent and applied, in Administrative Agent’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Administrative Agent the Asset Files relating to any Purchased Assets, Contributed REO Properties and Repurchase Assets subject to such Transactions then in a Seller Party’s possession or control. c. Administrative Agent also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of each Seller Party relating to the Purchased Assets and Contributed REO Properties and all documents relating to the Purchased Assets, Contributed REO Properties and Repurchase Assets (including, without limitation, any legal, credit or servicing files with respect to the Purchased Assets, Contributed REO Properties and Repurchase Assets) which are then or may thereafter come in to the possession of any Seller Party or any third party acting for such Seller Party. To obtain physical possession of any Purchased Assets, Contributed REO Properties or Repurchase Assets held by Custodian, Administrative Agent shall present to Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for any Seller Party’s failure to perform its obligations under this Agreement, each of the Seller Parties acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Administrative Agent from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Administrative Agent shall have the right to direct all servicers then servicing any Purchased Assets and Contributed REO Properties to remit all collections thereon to Administrative Agent, and if any such payments are received by any Seller Party, such Seller Party shall not commingle the amounts received with other funds of such Seller Party and shall promptly pay them over to Administrative Agent. Administrative Agent shall also have the right to terminate any one or all of the servicers then servicing any Purchased Assets and Contributed REO Properties with or without cause. In addition, Administrative Agent shall have the right to immediately sell the Purchased Assets and Contributed REO Properties and liquidate all Repurchase Assets. Such disposition of Purchased Assets, Contributed REO Properties and Repurchase Assets may be, at Administrative Agent’s option, on either a servicing-released or a servicing-retained basis. Administrative Agent shall not be required to give any warranties as to the Purchased Assets, Contributed REO Properties or Repurchase Assets with respect to any such disposition thereof. Administrative Agent may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets, Contributed REO Properties or Repurchase Assets. The foregoing procedure for disposition of the Purchased Assets, Contributed REO Properties or Repurchase Assets and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Each Seller Party agrees that it would not be commercially unreasonable for Administrative Agent to dispose of the Purchased Assets, Contributed REO Properties or the Repurchase Assets or any portion thereof by using internet sites that provide for the auction of assets similar to the Purchased Assets, Contributed REO Properties or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Administrative Agent shall be entitled to place the Purchased Assets and Contributed REO Properties in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Administrative Agent shall also be entitled to sell any or all of such Purchased Assets, Contributed REO Properties and Repurchase Assets individually for the prevailing price. Administrative Agent shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Assets, Contributed REO Properties and Repurchase Assets, to give the Seller credit for such Purchased Assets, Contributed REO Properties and the Repurchase Assets in an amount equal to the Market Value of the Purchased Assets, Contributed REO Properties and Repurchase Assets against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder. e. Upon the happening of one or more Events of Default, Administrative Agent may apply any proceeds from the liquidation of the Purchased Assets, Contributed REO Properties and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Administrative Agent deems appropriate in its sole discretion. f. Each Seller Party shall be liable to Administrative Agent and each Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Administrative Agent and each Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction), whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Administrative Agent and Buyers) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all rights fees, expenses and commissions) of National Rural suspended under the applicable Control Party Notice entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of Default shall revest in National Rural. an Event of Default, and (aiii) Upon any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default, the Collateral Default in respect of a Transaction. g. Seller further recognizes that Administrative Agent shall, for the benefit and at the direction may be unable to effect a public sale of any or all of the Control PartyREO Subsidiary Interests, have by reason of certain prohibitions contained in the right 1934 Act and applicable state securities laws or otherwise, and may be compelled to exercise any and all rights afforded resort to one or more private sales thereof to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality restricted group of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith purchasers which will be paidobliged to agree, among other things, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any acquire such securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In view of the nature of the REO Properties, Seller agrees that liquidation of any REO Property may be conducted in a private sale thereofand at such price as Administrative Agent may deem commercially reasonable. Administrative Agent shall be under no obligation to delay a sale of any of the REO Subsidiary Interests for the period of time necessary to permit the Seller to register the REO Subsidiary Interests for public sale under the 1934 Act, or under applicable state securities laws, even if Seller would agree to do so. h. To the extent permitted by applicable law, Seller shall be liable to Administrative Agent and each Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Administrative Agent’s and Buyers’ rights hereunder. Interest on any sum payable by Seller under this Section 16(h) shall accrue at a rate equal to the Post Default Rate. i. Administrative Agent shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. j. Administrative Agent may exercise one or more of the remedies available to Administrative Agent immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to Seller Parties. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Administrative Agent may have. k. Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and upon consummation each Seller Party hereby expressly waives any defenses such Seller Party might otherwise have to require Administrative Agent to enforce its rights by judicial process. Each Seller Party also waives any defense (other than a defense of payment or performance) such Seller Party might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any such sale portion of the Collateral Repurchase Assets, or from any other election of remedies. Each Seller Party recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. l. Administrative Agent shall have the right to assign, transfer and deliver perform reasonable due diligence with respect to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made Seller Party and the day on Purchased Assets, the Contributed REO Properties and the Repurchase Assets, which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale review shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale expense of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsSeller.

Remedies Upon Default. If an Upon the occurrence of any Equipment Agreement Event of Default and at any time thereafter so long as the same shall have occurred and be continuing, Corporate Obligee may (except in the Control Party may issue a notice case of an Equipment Agreement Event of Default of the type described in Section 20(e) hereof, in which case Corporate Obligee shall be deemed automatically without further act to have elected the remedy set forth in clause (a “Control Party Notice d) below) exercise one or more of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (following remedies as specified by the Control Party Corporate Obligee in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default discretion shall revest in National Rural.elect: (a) Upon Corporate Obligee may terminate or cancel this Equipment Agreement, without prejudice to any other remedies of Corporate Obligee hereunder, with respect to all or any Item of Equipment, and whether or not this Equipment Agreement has been so terminated, may enter the occurrence premises of an Event of DefaultObligor, the Collateral Agent shallsubject to Obligor’s normal safety and security concerns, for the benefit and at the direction including standard confidentiality requirements, or any other party to take immediate possession of the Control PartyEquipment and remove all or any Item of Equipment by summary proceedings or otherwise, have the right or may cause Obligor, at Obligor’s expense, to exercise any store, maintain, surrender and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality deliver possession of the foregoingEquipment or such Item in the same manner as provided in Section 6 hereof; (b) Corporate Obligee may hold, National Rural agrees that keep idle or lease to others the Collateral Agent shall have the rightEquipment or any Item of Equipment, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (as Corporate Obligee in its sole discretion may determine, free and absolute discretion) clear of any rights of Obligor and without any duty to receive indemnification account to Obligor with respect to such action or inaction or for any proceeds with respect thereto, except that Obligor’s obligation to pay Equipment Payments for any Equipment Payment Periods commencing after Obligor shall have been deprived of possession pursuant to this Section 21 shall be reduced by the net proceeds, if any, received by Corporate Obligee from leasing the Equipment or such Item to any Person other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all than Obligor for the same Equipment Payment Periods or any part portion thereof; (c) Corporate Obligee may sell the Equipment or any Item of the Pledged Collateral Equipment at a public or private sale as Corporate Obligee may determine, free and clear of any rights of Obligor, and Obligor shall pay to Corporate Obligee, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Equipment Payments due for the Equipment or at Item(s) so sold for any broker’s board or Equipment Payment Period commencing after the date on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any which such sale occurs), the sum of securities (if it deems it advisable to do soi) to restrict all unpaid Equipment Payments payable for each Item of Equipment for all Equipment Payment Periods through the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view date on which such sale occurs, plus (ii) an amount equal to the distribution excess, if any, of (x) the Casualty Loss Value of the Item(s) of Equipment so sold, computed as of the Payment Date coincident with or sale thereofnext preceding the date of such sale, and upon consummation over (y) the net proceeds of any such sale sale, plus interest at the Collateral Agent rate specified in Section 23 hereof on the amount of such excess from the Payment Date as of which such Casualty Loss Value is computed until the date of actual payment, plus (iii) all unpaid Supplemental Payments due with respect to each Item of Equipment so sold; (d) whether or not Corporate Obligee shall have the right to assignexercised, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may thereafter at any time in the future have exercise, any of its rights under any rule of law subsection (a) or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ above with respect to any Item(s) of Equipment, Corporate Obligee, by written notice to Obligor specifying a payment date, may demand that Obligor pay to Corporate Obligee, and Obligor shall pay to Corporate Obligee, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty (which National Rural agrees is reasonable notice within the meaning of Section 9-611 in lieu of the Uniform Commercial Code or its equivalent in other jurisdictionsEquipment Payment due for any Item(s) of Equipment for any Equipment Payment Period commencing after the Collateral Agent’s intention to make any sale payment date specified in such notice and in lieu of Pledged Collateral. Such notice, the exercise by Corporate Obligee of its remedies under subsection (b) above in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) re‑lease of such sale. At any such sale, the Pledged Collateral, Item(s) or portion thereof, under subsection (c) above with respect to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of a sale of such Pledged Collateral Item(s)), the sum of (i) all unpaid Equipment Payments payable for such Item(s) for all Equipment Payment Periods through the payment date specified in such notice, plus (ii) all unpaid Supplemental Payments due with respect to such Item(s) as of the payment date specified in such notice, plus (iii) an amount equal to any Prepayment Premium owed or paid by Corporate Obligee to Lender as a result of Equipment Agreement Event of Default, plus (iv) an amount, with respect to each such Item, equal to the Casualty Loss Value of such Item(s) computed as of the Payment Date coincident with or next preceding the payment date specified in such notice; provided, however, that with respect to any such Item(s) returned to or repossessed by Corporate Obligee, the amount recoverable by Corporate Obligee pursuant to the foregoing shall have be reduced (but not below zero) by an amount equal to the fair market sales value of such Item(s) as of the date on which Corporate Obligee has obtained possession of such Item(s); and (e) Corporate Obligee may exercise any other right or remedy which may be available to it under Applicable Law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Equipment Agreement. In addition, Obligor shall be liable for all costs and expenses, including reasonable attorney’s fees, incurred by Corporate Obligee or any Assignee by reason of the occurrence of any Equipment Agreement Event of Default or the exercise of Corporate Obligee’s remedies with respect thereto, including all reasonable costs and expenses incurred in connection with the return of the Equipment in accordance with Section 6 hereof or in placing the Equipment in the condition required by said Section. For the purpose of subsection (d) above, the “fair market sales value” of any Item of Equipment shall mean such value as has been givendetermined by an independent qualified appraiser selected jointly by Corporate Obligee and Obligor and in the absence of agreement on an independent qualified appraiser, each of Corporate Obligee and Obligor shall select an appraiser who together shall select the independent qualified appraiser. The Collateral Agent mayExcept as otherwise expressly provided above, without notice or publication, adjourn any public or private sale or cause the same no remedy referred to in this Section 21 is intended to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereofexclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Corporate Obligee at law or in equity; and the Collateral Agent exercise or beginning of exercise by Corporate Obligee of any one or more of such remedies shall not incur any liability in case any constitute the exclusive election of such purchaser remedies and shall not preclude the simultaneous or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case later exercise by Corporate Obligee of any or all of such failureother remedies. No express or implied waiver by Corporate Obligee of any Equipment Agreement Event of Default shall in any way be, such Pledged Collateral may or be sold again upon like noticeconstrued to be, a waiver of any future or subsequent Equipment Agreement Event of Default. At any public (or, to To the extent permitted by lawApplicable Law, private) sale made pursuant Obligor hereby waives any rights now or hereafter conferred by statute or otherwise which may require Corporate Obligee to this Pledge Agreementsell, lease or otherwise use the Control Party may bid for or purchase, free (to the extent permitted by law) from any right Equipment in mitigation of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural Corporate Obligee’s damages as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid set forth in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided 21 or which may otherwise limit or modify any of Corporate Obligee’s rights and remedies in this Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions21.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party RUS may issue a notice (a an “Control Party RUS Notice of Default”), which may be combined with the notice provided under Section 4.01(b5.01(b), suspending the rights of National Rural the Borrower under Section 2.08 3.08 in part without suspending all such rights (as specified by the Control Party RUS in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s RUS’ rights to give additional Control Party RUS Notices of Default from time to time suspending other rights under Section 2.08 3.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.025.02, upon cessation of an Event of Default, all rights of National Rural the Borrower suspended under the applicable Control Party RUS Notice of Default shall revest in National Ruralthe Borrower. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control PartyRUS, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural the Borrower agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party an RUS Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralthe Borrower, and National Rural the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural the Borrower 10 days’ written notice (which National Rural the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party RUS may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to RUS from the Control Party from National Rural Borrower as a credit against the purchase price, and the Control Party RUS may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural the Borrower shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 5.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions. (c) Upon the occurrence of an Event of Default, the Borrower shall immediately provide billing information to RUS and to the Collateral Agent sufficient to enable RUS to service the loans evidenced by the Pledged Instruments.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence and during the continuance of one or more Events of Default other than those referred to in Sections 8(n) or (o), and in addition to the remedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement and the other Loan Documents, Lender may immediately declare the principal amount of the Loan then outstanding under the Note to be immediately due and payable, together with all interest thereon and fees and expenses owing under this Loan Agreement. Upon the occurrence of an Event of Default referred to in Sections 8(n) or (o), and in addition to the remedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement and the other Loan Documents, such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding on the Note shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower. (b) Upon the occurrence and the continuance of one or more Events of Default, and in addition to the Collateral Agent shallremedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement and the other Loan Documents, for the benefit and at the direction of the Control Party, Lender shall have the right to exercise any obtain physical possession of all Servicing Records and all other files of Borrower relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come in to the possession of Borrower or any third party acting for Borrower and Borrower shall deliver to Lender such assignments as Lender shall request. Borrower shall be responsible for paying any fees of any servicer resulting from the termination of a servicer due to an Event of Default. Lender shall have the right to demand transfer of all Servicing Rights and obligations to a new servicer acceptable to Lender. Lender shall be entitled to specific performance of all agreements of Borrower contained in this Loan Agreement. (c) Borrower shall be liable to Lender for (i) the amount of all reasonable legal or other expenses, including, without limitation, all actual and reasonable costs and expenses of Lender in connection with the enforcement of this Loan Agreement or any other agreement evidencing the Loan (including, without limitation, all reasonable costs and expenses of every kind incurred in connection with determining any deficiency payable by Borrower pursuant to this Agreement or by Guarantor pursuant to the Guaranty), whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights afforded generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Lender) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all actual and reasonable fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other actual and reasonable loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of the Loan. (d) To the extent permitted by applicable law, Borrower shall be liable to Lender for interest on any amounts owing by Borrower hereunder, from the date Borrower becomes liable for such amounts hereunder until such amounts are (i) paid in full by Borrower or (ii) satisfied in full by the exercise of Lender’s rights hereunder. Interest on any sum payable by Borrower under this Section 9 shall be at a rate equal to the Default Rate. (e) Lender shall have, in addition to its rights and remedies under the Loan Documents (but subject to Section 4.07(c) hereof), all of the rights and remedies provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured party under the Uniform Commercial Code or UCC of the State of New York, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other applicable lawagreement between Lender, Borrower and Guarantor, as applicable. Without limiting the generality of the foregoing, National Rural agrees that Lender shall be entitled to set off the Collateral Agent shall have proceeds of the rightliquidation of the Underlying Loans against all of Borrower’s and Guarantor’s obligations to Lender, but only if so instructed by a the Control Party Order and subject such obligations are then due, without prejudice to the requirements of applicable law Lender’s right to recover any deficiency. (f) Subject to Section 4.07(c) hereof and the Collateral Agent’s right (in its sole notice and absolute discretion) to receive indemnification grace periods set forth herein, Lender may exercise any or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private remedies available to Lender, including, without limitation, the power of sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assigncredit bid, transfer immediately upon the occurrence of an Event of Default and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale time during the continuance thereof without prior notice to Borrower. Except as expressly provided herein, all rights and remedies arising under the Loan Documents, as amended from time to time, are cumulative and not exclusive of Pledged Collateral any other rights or remedies which Lender may have. No modification, amendment, extension, discharge, termination or waiver of any provision of this Loan Agreement or of any other Loan Document, nor consent to any departure by Lender therefrom, shall hold in any event be effective unless the property sold absolutelysame shall be in writing signed by Lender, free from and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any claim other or right future notice or demand in the same, similar or other circumstances. Neither any failure nor any delay on the part of National RuralLender in insisting upon strict performance of any term, and National Rural hereby waives (to the extent permitted by law) all rights of redemptioncondition, stay and appraisal which National Rural now has covenant or may at agreement, or exercising any time in the future have right, power, remedy or privilege hereunder, or under any rule other Loan Document shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of law any other right, power, remedy or statute now existing or hereafter enactedprivilege. (bg) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within Lender may, subject to Section 4.07(c) hereof, enforce its rights and remedies hereunder without prior judicial process or hearing, and Borrower hereby expressly waives any defenses Borrower might otherwise have to require Lender to enforce its rights by judicial process. Borrower also waives, subject to Section 4.07(c) hereof, any defense Borrower might otherwise have arising from the meaning use of Section 9non-611 judicial process, disposition of any the Underlying Loans, or from any other election of remedies. Borrower recognizes that non-judicial remedies are consistent with the usages of the Uniform Commercial Code or its equivalent in other jurisdictions) of trade, are responsive to commercial necessity and are the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case result of a public sale, shall state the time and place for such sale and, in the case of a sale bargain at a brokerarm’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionslength.

Remedies Upon Default. If In the event that an Event of Default shall have occurred and occurred: a. Buyer may, at its option (which option shall be continuing, deemed to have been exercised immediately upon the Control Party may issue a notice (a “Control Party Notice occurrence of Default”an Act of Insolvency of Seller or any Affiliate), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Buyer shall (except upon the occurrence of an Act of Insolvency) give notice to Seller and Guarantor of the exercise of such option as promptly as practicable. b. If Buyer exercises or is continuing. Subject deemed to paragraph have exercised the option referred to in subparagraph (ba) of this Section 4.02Section, upon cessation (i) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied, in Buyer’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Buyer the Mortgage Files relating to any Purchased Mortgage Loans subject to such Transactions then in Seller’s possession or control. c. Buyer also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of Seller relating to the Purchased Mortgage Loans and all documents relating to the Purchased Mortgage Loans (including, without limitation, any legal, credit or servicing files with respect to the Purchased Mortgage Loans) which are then or may thereafter come in to the possession of Seller or any third party acting for Seller. To obtain physical possession of any Purchased Mortgage Loans held by Custodian, Buyer shall present to Custodian an Asset Confirm. Without limiting the rights of Buyer hereto to pursue all other legal and equitable rights available to Buyer for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Buyer shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Buyer from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Buyer shall have the right to direct all servicers then servicing any Purchased Mortgage Loans to remit all collections thereon to Buyer, and if any such payments are received by Seller, Seller shall not commingle the amounts received with other funds of Seller and shall promptly pay them over to Buyer. Buyer shall also have the right to terminate any one or all of the servicers then servicing any Purchased Mortgage Loans with or without cause. In addition, Buyer shall have the right to immediately sell the Purchased Mortgage Loans and liquidate all Repurchase Assets. Such disposition of Purchased Mortgage Loans may be, at Buyer’s option, on either a servicing-released or a servicing-retained basis. Buyer shall not be required to give any warranties as to the Purchased Mortgage Loans with respect to any such disposition thereof. Buyer may specifically disclaim or [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. modify any warranties of title or the like relating to the Purchased Mortgage Loans. The foregoing procedure for disposition of the Purchased Mortgage Loans and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Seller agrees that it would not be commercially unreasonable for Buyer to dispose of the Purchased Mortgage Loans or the Repurchase Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to the Purchased Mortgage Loans or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Buyer shall be entitled to place the Purchased Mortgage Loans in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Buyer shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price. Buyer shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give Seller credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount equal to the Market Value of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price and any other amounts owing by Seller hereunder. e. Upon the happening of one or more Events of Default, Buyer may apply any proceeds from the liquidation of the Purchased Mortgage Loans and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Buyer deems appropriate in its sole discretion. f. Seller shall be liable to Buyer for (i) the amount of all reasonable and customary legal or other expenses (including, without limitation, all costs and expenses of Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Buyer) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all rights fees, expenses and commissions) of National Rural suspended under the applicable Control Party Notice entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of Default shall revest in National Rural. an Event of Default, and (aiii) Upon any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of DefaultDefault in respect of a Transaction. g. To the extent permitted by applicable law, Seller shall be liable to Buyer for interest on any amounts owing by Seller hereunder, from the Collateral Agent shalldate Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller under this Section 16(g) shall be at a rate equal to the Post-Default Rate. h. Buyer shall have, for the benefit and at the direction of the Control Partyin addition to its rights hereunder, have the right any rights otherwise available to exercise it under any and all rights afforded to a secured party under the Uniform Commercial Code other agreement or other applicable law. Without limiting [***] Confidential treatment has been requested for the generality bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. i. Buyer may exercise one or more of the foregoingremedies available to Buyer immediately upon the occurrence of an Event of Default and, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject except to the requirements extent provided in subsections (a) and (d) of applicable law this Section, at any time thereafter without notice to Seller. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have. j. Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Buyer to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) Seller might otherwise have arising from the Collateral Agent’s right (in its sole use of nonjudicial process, enforcement and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose sale of all or any part portion of the Pledged Collateral Repurchase Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at a public or private sale or at any brokerarm’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent length. k. Buyer shall have the right to assign, transfer and deliver perform reasonable due diligence with respect to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made Seller and the day on Mortgage Loans, which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale review shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place expense of Seller subject to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes Section 35 hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. (a) If and while the Grantor shall be in default hereunder or an Event of Default shall have occurred and be continuingexists under the Loan Documents, the Control Party Grantor hereby covenants and agrees that the Bank, as the holder of a security interest under the Uniform Commercial Code, as now or hereafter in effect in Pennsylvania, may issue a notice (a “Control Party Notice of Default”)take such action permitted under the Loan Documents or permitted by law, which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole exclusive discretion, to foreclose upon the Trademarks covered hereby. (b) For such purposes, and absolute discretion) without waiving in the event of the Grantor's default hereunder or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred under the Loan Documents and is continuingwhile such default or Event of Default exists, the Grantor hereby authorizes and empowers the Bank to make, constitute and appoint any officer or agent of the Bank as the Bank may select, in its exclusive discretion, as the Grantor's true and lawful attorney-in-fact, with the power to endorse the Grantor's name on all applications, documents, papers and instruments necessary for the Bank to use the Trademarks or to grant or issue any exclusive or non-exclusive license under the Trademarks to anyone else, or necessary for the Bank to assign, pledge, convey or otherwise transfer title in or dispose of the Trademarks to anyone else. Subject The Grantor hereby ratifies all that such attorney shall lawfully do or cause to paragraph (b) be done by virtue hereof, except for the gross negligence or willful misconduct of such attorney. This power of attorney shall be irrevocable for the life of this Section 4.02Rider and the Loan Documents, upon cessation of an Event of Default, and until all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest Obligations are satisfied in National Ruralfull. (ac) Upon The Grantor expressly acknowledges that this Rider shall be recorded with the Patent and Trademark Office. Contemporaneously herewith, the Grantor shall also execute and deliver to the Bank such documents as the Bank shall reasonably request to permanently assign all rights in the Trademarks to the Bank, which documents shall be held by the Bank until the occurrence of an Event of DefaultDefault hereunder or under the Loan Documents, subject to applicable law. After such occurrence, the Collateral Agent shallBank may, for at its sole option, record such escrowed documents with the benefit Patent and at the direction of the Control Party, have the right to Trademark Office and exercise any and all rights afforded other remedies available to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject creditor with respect to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedTrademarks. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event Concessionaire defaults in any of Default shall have occurred the covenants, terms, and be continuingconditions herein, the Control Party City may issue a exercise any one or more of the following remedies: 1. The City may allow this Agreement to continue in full force and effect and to enforce all of City's rights and remedies hereunder, including the right to collect Compensation as it becomes due together with Past Due Interest and draw upon the Performance Surety in any amount necessary to satisfy the damages sustained or reasonably expected to be sustained by the City; or 2. The City may terminate this Agreement and repossess the Concession Space, upon giving thirty (30) days written notice (a “Control Party Notice to Concessionaire of Default”)its intention to terminate, at the end of which may be combined with the notice provided under Section 4.01(b), suspending time all the rights of National Rural Concessionaire under Section 2.08 this Agreement shall terminate, unless the default which shall have been stated in part such notice is by its nature curable and shall have been cured within such thirty (30) days. The notice shall be final and shall at the option of the City (a) terminate all of the rights hereunder of Concessionaire, and the City may upon the date specified in such notice, reenter and repossess the Concession Space with or without suspending process of law, without liability for trespass, and using such force as may be necessary, expel Concessionaire, remove therefrom all such rights (as specified by property of both, and store the Control Party in its sole and absolute discretion) without waiving same at the expense of Concessionaire, or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) elect to proceed under subparagraph 3 below. If the City elects to terminate this Agreement, Concessionaire shall be liable to the City for all amounts owing at the time of this Section 4.02termination, upon cessation including Compensation due plus interest thereon at the Past Due Interest Rate together with any other amount to fully compensate the City for all loss of an Event of Defaultcompensation, all rights of National Rural suspended under damages, costs, and attorney's fees caused by Concessionaire's failure to perform its obligations hereunder, or which in the applicable Control Party Notice of Default shall revest in National Ruralordinary course would likely result therefrom. (a) Upon 3. The City may elect to reenter and take possession of the occurrence Concession Space and expel Concessionaire and those claiming through or under Concessionaire and remove the effects of as may be necessary with or without process of law, without liability for trespass, using such force as may be necessary, and without prejudice to any remedies for damages or breach. No such reentry shall be construed as an Event election on the City’s part to terminate this Agreement, unless a written notice of Defaulttermination specifically so states; however, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have City reserves the right to exercise any and all rights afforded to a secured party under terminate the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may Agreement at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateralafter reentry. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such saleFollowing reentry, the Pledged Collateral, or portion thereof, to be sold City may be sold in one lot as an entirety or in separate parcels, as relet the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral Concession Space or any portion thereof shall be treated for the account of Concessionaire on such terms and conditions as a sale thereof; the Collateral Agent shall be free City may choose. The City may make alterations, repairs, or improvements to carry out such sale pursuant the Concession Space as the City deems appropriate to such agreement and National Rural accomplish the reletting. The City shall not be entitled responsible for any failure to relet the return Concession Space or any failure to collect compensation due for such reletting. If the City elects to reenter and take possession of the Pledged Collateral Concession Space, Concessionaire shall be liable to City for all costs of reletting, including attorney's fees, repairs, and improvements. Notwithstanding re-entry by the City, Concessionaire shall continue to be liable for all amounts due as Compensation under this Agreement on the dates specified plus interest thereon at the Past Due Interest Rate together with such amounts as would be payable, including costs and attorney's fees caused by Concessionaire's failure to perform its obligations hereunder or which in the ordinary course would likely result therefrom. Upon expiration of the Term or any portion thereof subject thereto, notwithstanding earlier termination of the fact that after Agreement by the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon itCity, the Collateral Agent may proceed City, having credited to Concessionaire’s account any amounts recovered through reletting, shall refund without interest any amount that exceeds the compensation, damages, and costs payable by a suit or suits at law or in equity to foreclose Concessionaire under this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsAgreement.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall, for the benefit and at the direction Secured Party may exercise in respect of the Control PartyPledged Collateral, have in addition to other rights and remedies provided for herein or otherwise available to it, all the right to exercise any rights and all rights afforded to remedies of a secured party on default under the Uniform Commercial Code or other applicable lawLaw. Without limiting the generality of the foregoingforegoing (irrespective of whether the Uniform Commercial Code applies to the affected items of Pledged Collateral), National Rural upon prior notice to Pledgor of not less than fifteen (15) days (unless the giving of such notice is prohibited or otherwise limited by operation of any applicable Law, in which case Secured Party shall not be required to give such notice), each Pledgor agrees that the Collateral Agent Secured Party shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidLaw, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Secured Party shall deem appropriate. The Collateral Agent Secured Party shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralthe Pledgor, and National Rural the Pledgor hereby waives (to the extent permitted by lawLaw) all rights of redemption, stay and appraisal which National Rural the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent Secured Party shall give National Rural 10 each Pledgor fifteen (15) days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral AgentSecured Party’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Secured Party may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Secured Party may (in its sole and absolute discretion) determine. The Collateral Agent Secured Party shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by lawLaw, private) sale made pursuant to this Pledge Agreement, the Control Secured Party may bid for or purchase, free (to the extent permitted by lawapplicable Law) from any right of redemption, stay, valuation or appraisal on the part of National Rural the Pledgor (all said rights being also hereby waived and released to the extent permitted by lawapplicable Law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Secured Party from National Rural the Pledgor as a credit against the purchase price, and the Control Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral the Pledgor therefor. For purposes hereof, a written agreement of a purchaser that is not an Affiliate of the Pledgor to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent Secured Party shall be free to carry out such sale pursuant to such agreement and National Rural no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full; provided that, if the closing of the sale pursuant to such agreement has not been consummated within sixty (60) days after the date such agreement is executed, the Secured Party shall no longer be entitled to carry out the sale pursuant to such agreement at any time after all Events of Default shall have been remedied. The sixty (60) day period set forth in the immediately preceding sentence shall be extended for any time period necessary to allow for any necessary approval from the Financial Industry Regulatory Authority if such approval is required for consummation of such sale, provided that the Secured Party in good faith continuously and diligently pursues acquisition of such approval from the date of execution of such agreement. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale . (c) Notwithstanding anything to the contrary contained herein (i) the Secured Party shall only have the right to exercise remedies pursuant to this Article III if an Event of Default has occurred and is continuing, and (ii) the provisions remedies contemplated by this Article III shall be the sole and exclusive remedy if an Event of Default has occurred and is continuing of the Secured Party as against the Pledgors (provided that, for avoidance of doubt, nothing in this Section 4.02 clause (ii) shall be deemed to conform a waiver of any remedies available to the commercially reasonable standards as provided Secured Party by contract or under applicable law in Section 9-610(b) respect of the Uniform Commercial Code any breach by any Pledgor of any representations, warranties or its equivalent covenants of such Pledgor set forth in other jurisdictionsthis Agreement).

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the happening of one or ---------- --------------------- more Events of Default, the Lender may (x) refuse to make further Advances hereunder and (y) immediately declare the principal of the Secured Notes then outstanding to be immediately due and payable, together with all interest thereon and fees and expenses accruing under this Agreement; provided that, upon -------- the occurrence of the Event of Default referred to in Section 10(d), such amounts shall immediately and automatically become due and payable without any further action by any person or entity. Upon such declaration or such automatic acceleration, the balance then outstanding on the Secured Notes shall become immediately due and payable without presentation, demand or further notice of any kind to the Borrower. (b) Upon the happening of one or more Events of Default, the Lender shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all files of the Borrower relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come into the possession of the Borrower or any third party acting for the Borrower. The Lender shall be entitled to specific performance of all agreements of the Borrower contained in this Agreement. The Borrower and the Lender hereby acknowledge that the Lender's right to obtain physical possession of the Collateral is deemed for all purposes to be equivalent to the rights of "seizure of property or maintenance or continuation of perfection of an interest in property" as specified under Bankruptcy Code Sections 362(b) and 546(b)(2). (c) Upon the happening of one or more Events of Default, the Lender have the right to direct all servicers then servicing any Pledged Mortgage Loans to remit all collections on the Pledged Mortgage Loans to the Lender, and if any such payments are received by the Borrower, the Borrower shall not commingle the amounts received with other funds of the Borrower and shall promptly pay them over to the Lender. In addition, the Lender shall have the right to dispose of the Collateral as provided herein, or as provided in the other documents executed in connection herewith, or in any commercially reasonable manner, or as provided by law. Subject to the provisions of Section 11(e) below, such disposition may be on either a servicing released or a servicing-retained basis. The Lender shall be entitled to place the Mortgage Loans which it receives after any default in a pool for issuance of mortgage-backed securities at the then- prevailing price for such securities and to sell such securities for such prevailing price in the open market as a commercially reasonable disposition of Collateral, subject to the applicable requirements of the New York UCC. The Lender shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price as a commercially reasonable disposition of Collateral, subject to the applicable requirements of the New York UCC. The specification in this Section of manners of disposition of collateral as being commercially reasonable shall not preclude the use of other commercially reasonable methods (as contemplated by the New York UCC) at the option of the Lender. (d) Following the occurrence and during the continuance of an Event of Default (other than an Event of Default under Section 10(a) above), interest shall accrue on the Loan at a default interest rate of LIBOR plus 2.00% per annum. Following the occurrence of an Event of Default under Section 10(a) above, interest shall accrue on the Loan at a default interest rate of LIBOR plus 5.00% per annum; provided, that such interest rate shall decline to LIBOR plus 2.50% per annum on the occurrence of a Trade Date as provided in Section 11(e) below. Following the occurrence and during the continuance of an Event of Default, the Collateral Agent shallBorrower or its designee, for Wilshire Credit Corporation shall be entitled to receive a servicing fee (the benefit and at "Servicing Fee"), payable monthly in arrears on the direction 5th day of each month, in an amount equal to 0.50% per annum on the outstanding principal balance of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality Mortgage Loans as of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part first day of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as month preceding the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time month in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale fee is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for salepayable, and such sale may, without further notice, servicing fee shall continue to be made at payable until the time and place to which default is cured or the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case disposed of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b11(e) below. In addition, following the occurrence and during the continuance of an Event of Default, principal payments received in respect of Mortgage Loans will be applied to reduce the principal amount of the Uniform Commercial Code Loans and interest payments will be applied in the following order: first, to pay interest on the Loans, second, to pay the Servicing Fee, and third to reduce the principal amount of the Loans. (e) If the Lender determines to begin marketing the Collateral as provided in Section 11(c) above, the Lender shall immediately give written notice of such determination to Wilshire Credit Corporation and, at any time prior to the Lender entering into an agreement to sell all or its equivalent a portion of the Collateral with any party (the "Trade Date"), will allow Wilshire Credit Corporation (or any affiliate thereof) to purchase all the Mortgage Loans then subject to this Agreement at a price equal to the then outstanding principal balance of the Loans together with accrued interest. The Lender agrees to promptly provide the Borrower with written evidence of any such agreement with a third party. In the event that Wilshire Credit Corporation does not purchase the Mortgage Loans as provided in this Section 11(e), the Lender agrees to act in a commercially reasonable manner in disposing of such Collateral. The Lender and Borrower also agree that in the event that the Mortgage Loans are sold to a third party as provided in this Section 11(e) at a price in excess of 105% of the principal balance of such Mortgage Loans, any amounts payable in excess of 105% of the principal balance of such Mortgage Loans shall be equally divided between the Borrower and the Lender. On payment by Wilshire Credit Corporation (or an affiliate), the Lender shall promptly release any right, title interest or other jurisdictionsclaim in the Mortgage Loans or proceeds thereof.

Remedies Upon Default. If an A. Upon the happening of one or more Events of Default, the Lender may (x) refuse to make further Advances hereunder and (y) immediately declare the principal of the Secured Note then outstanding to be immediately due and payable, together with all interest thereon and fees and expenses accruing under this Agreement; PROVIDED that, upon the occurrence of the Event of Default referred to in Section 9(D), such amounts shall immediately and automatically become due and payable without any further action by any person or entity. Upon such declaration or such automatic acceleration, the balance then outstanding on the Secured Note shall become immediately due and payable without presentation, demand or further notice of any kind to the Borrower. B. Upon the happening of one or more Events of Default, the Lender shall have occurred the right to obtain physical possession, and to commence an action to obtain physical possession, of all files of the Borrower and ARMC relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come in to the possession of the Borrower, ARMC or any third party acting for the Borrower or ARMC. The Lender shall be continuingentitled to specific performance of all agreements of the Borrower and ARMC contained in this Agreement. The Borrower, ARMC and the Control Party may issue a notice (a “Control Party Notice Lender hereby acknowledge that the Lender's right to obtain physical possession of Default”), which may the Collateral is deemed for all purposes to be combined with the notice provided under Section 4.01(b), suspending equivalent to the rights of National Rural "seizure of property or maintenance or continuation of perfection of an interest in property" as specified under Bankruptcy Code Sections 362(b) and 546(b)(2). C. Upon the happening of one or more Events of Default, the Lender shall have the right to direct all servicers then servicing any Pledged Mortgage Loans to remit all collections on the Pledged Mortgage Loans to the Lender, and if any such payments are received by the Borrower, the Borrower shall not commingle the amounts received with other funds of the Borrower and shall promptly pay them over to the Lender. In addition, the Lender shall have the right to dispose of the Collateral as provided herein, or as provided in the other documents executed in connection herewith, or in any commercially reasonable manner, or as provided by law. Such disposition may be on either a servicing-released or a servicing-retained basis. The Lender shall be entitled to place the Mortgage Loans which it recovers after any default in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market as a commercially reasonable disposition of Collateral, subject to the applicable requirements of the New York UCC. The Lender shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price as a commercially reasonable disposition of Collateral subject to the applicable requirements of the New York UCC. The specification in this Section 2.08 in part without suspending all such rights of manners of disposition of collateral as being commercially reasonable shall not preclude the use of other commercially reasonable methods (as specified contemplated by the Control Party in its sole New York UCC) at the option of the Lender. D. Following the occurrence and absolute discretion) without waiving or otherwise affecting during the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, all rights of National Rural suspended under interest shall accrue on the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral Loan at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale default interest rate of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedfederal funds plus 5.00%. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If Subject to Section 11B, (i) if any event of default under any Credit Agreement, or (ii) after such time as all Obligations shall have been indefeasibly paid in full, and provided that the Pledged Collateral then secures the payment and performance of Interest Rate Obligations, Currency Obligations, Foreign Lender Obligations, obligations of the Company under the Senior Debenture Indenture or the Senior Debentures, or Commercial Paper Obligations under any Commercial Paper Document, if any event of default under (A) any Interest Rate Agreement or Currency Agreement which is secured by the Pledged Collateral, (B) any Foreign Lender Guaranty which is secured by the Pledged Collat- eral, (C) the Senior Debenture Indenture, or (D) any such Commercial Paper Document, as the case may be (each of the events of default described in the foregoing clauses (i) and (ii) (subject to any provisos set forth therein) being referred to herein as an Event of Default "EVENT OF DEFAULT"), shall have occurred and be continuing: (i) The Collateral Agent may exercise in respect of the Pledged Collateral, the Control Party may issue a notice (a “Control Party Notice of Default”)in addition to other rights and remedies provided for herein or otherwise available to it, which may be combined with the notice provided under Section 4.01(b), suspending all the rights and remedies of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party on default under the Uniform Commercial Code or other applicable law. Without limiting (the generality "CODE") in effect in the State of the foregoingNew York at that time, National Rural agrees that and the Collateral Agent shall have may also in its sole discretion, without notice except as specified below, sell the rightPledged Collateral or any part thereof in one or more parcels at public or private sale, but only if so instructed by a the Control Party Order and subject to the requirements at any exchange, broker's board or at any of applicable law and the Collateral Agent’s right (in its sole 's offices or elsewhere, for cash, on credit or for future delivery, and absolute discretion) to receive indemnification at such price or prices and upon such other reasonable assurances that its costs and expenses in connection therewith will be paidterms as the Collateral Agent may deem commercially reasonable, to sell or otherwise dispose irrespective of all the impact of any such sales on the market price of the Pledged Collateral. The Collateral Agent or any part other Secured Party may be the purchaser of any or all of the Pledged Collateral at a public or private any such sale or at any broker’s board or on any securities exchangebut shall not be entitled, for cashthe purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, upon to use and apply any of the Secured Obligations owed to such Person as a credit or for future delivery as on account of the purchase price of any Pledged Collateral Agent shall deem appropriatepayable by such Person at such sale. The Collateral Agent shall be authorized Each purchaser at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, absolutely free from any claim or right on the part of National Ruralany Pledgor, and National Rural each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which National Rural it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The . Each Pledgor agrees that, to the extent notice of sale with respect to the Pledged Collateral Agent pledged by such Pledgor hereunder shall give National Rural 10 be required by law, at least ten days’ written ' notice (which National Rural agrees is reasonable notice within the meaning to such Pledgor of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineconstitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjournedad- journed. In case Each Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (ii) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "SECURITIES ACT"), and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral is made on credit or for future deliveryCollateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable to the Collateral Agent until the than those obtainable through a public sale price is paid by the purchaser or purchasers thereofwithout such restrictions (including, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold andwithout limitation, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any a public (or, to the extent permitted by law, private) sale offering made pursuant to this Pledge Agreement, a registration statement under the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by lawSecurities Act), the Pledged Collateral or and, notwithstanding such circumstances, agrees that any part thereof offered for such private sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as deemed to have been made in a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement commercially reasonable manner and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if any Pledgor would agree to do so. (b) If the Collateral Agent determines to exercise its right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall and shall cause each issuer of any Pledged Shares to be sold hereunder from time to time to furnish to the Collateral Agent all such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, information as the Collateral Agent may proceed request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to Agent as exempt transactions under the provisions of this Section 4.02 shall be deemed to conform to Securities Act and the commercially reasonable standards as provided in Section 9-610(b) rules of the Uniform Commercial Code or its equivalent Securities and Exchange Commission thereunder, as the same are from time to time in other jurisdictionseffect.

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, during the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuation of an Event of Default, Senior Lender may exercise any and all remedies available to it under this Agreement, the other Loan Documents, the UCC and other applicable law. Among other things, Senior Lender may do any one or more of the following, at its election, all of which Borrowers authorize and acknowledge are commercially reasonable, and all of which rights and remedies may be exercised without notice to or consent of National Rural suspended under the Borrowers, except as such notice or consent is expressly provided for hereunder or required by applicable Control Party Notice of Default shall revest in National Rural.law: (a) Upon Declare any and all of the Obligations, whether evidenced by this Agreement, by any of the other Loan Documents or otherwise, immediately due and payable (provided, that, upon occurrence of an Event of DefaultDefault described in Sections 11.1(e) and 11.1(f), the Collateral Agent shall, all Obligations shall automatically become immediately due and payable); (b) Cease advancing money or extending credit to or for the benefit and at the direction of the Control PartyBorrowers under this Agreement, have any of the right other Loan Documents, or any other agreement between Senior Lender and Borrowers; (c) Terminate the credit facilities provided by this Agreement and any of the other Loan Documents, but without affecting Senior Lender's rights and security interests in the Collateral and without affecting the Obligations of Borrowers; (d) Collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral; (e) Settle or adjust disputes and claims directly with any Obligor or contract debtor for amounts and upon terms which Senior Lender considers advisable, and in such cases, Senior Lender will apply Collections and other amounts so received in accordance with the applicable provisions of this Agreement; (f) Without notice to or demand upon Borrowers, make such payments and do such acts as Senior Lender considers necessary or reasonable to protect its security interests in the Collateral. Borrowers and Borrower Agent agree to assemble the Collateral if Senior Lender so requires, and to make the Collateral available to Senior Lender at any place or time, as Senior Lender may designate. Borrowers authorize Senior Lender to enter any premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or Lien that in Senior Lender's determination appears to conflict with its security interests and to pay all expenses incurred in connection therewith. Borrowers authorize Senior Lender to remove any or all of the Collateral from any premises on or in which the same may be located for the purpose of effecting the sale, foreclosure or other disposition thereof or for any other purpose. With respect to Borrowers' owned or leased premises, Borrowers hereby grants Senior Lender a license to enter into possession of such premises and to occupy the same, without charge, for up to one hundred twenty (120) days in order to exercise any of Senior Lender's rights or remedies provided herein, at law, in equity, or otherwise; (g) Without notice to Borrowers (such notice being expressly waived), and without constituting an acceptance of any Collateral in satisfaction of an obligation (within the meaning of the UCC or any successor statute or law of similar effect), set off and apply to the Obligations any and all rights afforded (i) balances and deposits of Borrowers held by Senior Lender (including any amounts received in the Lockbox Accounts), or (ii) indebtedness at any time owing to or for the credit or the account of Borrowers held by Senior Lender; (h) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Senior Lender is hereby granted a secured party under the Uniform Commercial Code license or other applicable lawright to use, without charge, Borrowers' labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and Borrowers' rights under all licenses and all franchise agreements shall inure to Senior Lender's benefit; (i) Obtain the appointment of a receiver, trustee, or similar official over Borrowers to effect the all of transactions contemplated by this Agreement or as is otherwise necessary to perform this Agreement; (j) Require Borrowers to assemble the Collateral and make it immediately available to Senior Lender. Without limiting the generality of the foregoing, National Rural agrees foregoing with respect to that portion of the Collateral Agent that is comprised of Patient Lists, Borrowers shall have the rightmake immediately available all Patient Lists to Senior Lender; and (k) Collect any Contracts, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification Receivables or other reasonable assurances that its costs and expenses in connection therewith will be paid, to accounts or sell or otherwise dispose of all or any part of the Pledged Collateral at either a public or private sale or at any broker’s board both, by way of one or more contracts or transactions, for cash or on any securities exchangeterms, for cash, upon credit or for future delivery in such manner and at such places (including Borrower's premises) as Senior Lender determines is commercially reasonable. It is not necessary that the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized present at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedsale. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuingSubject to the First Lien/Second Lien Intercreditor Agreement, the Control Party may issue a notice Second Lien/Second Lien Intercreditor Agreement (a “Control Party Notice if entered into) and applicable Requirements of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02Law, upon cessation the occurrence and during the continuance of an Event of Default, all rights Holdings agrees to deliver each item of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, Pledged Collateral to the Collateral Agent shall, for on demand and it is agreed that the benefit and at the direction of the Control Party, Collateral Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural Holdings agrees that that, subject to applicable Requirements of Law, the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if entered into), the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject right to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose Dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall may deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of securities a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale Disposition of Pledged Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral such Disposition shall hold the property sold absolutely, free from any claim or right on the part of National RuralHoldings, and National Rural Holdings hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that Holdings now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) . The Collateral Agent shall give National Rural Holdings 10 daysBusiness Days’ written notice (which National Rural Holdings agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in Collateral pursuant to the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such saleforegoing paragraph. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the First-Priority Collateral Agent may (determine in its sole and absolute discretion pursuant to the Collateral Agreement (First Lien); provided, after the Discharge of First Priority Obligations, the Applicable Collateral Agent shall be under no obligation to exercise such discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 4.01, the Control any Second-Priority Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural Holdings (all said such rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control such Second-Priority Secured Party may, upon compliance with the terms of sale, hold, retain and dispose Dispose of such property without further accountability to Pledged Collateral Holdings therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural Holdings shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 4.02 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. If an After the occurrence of any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by defined in the Control Party Loan Documents) or if any representation, warranty or agreement of Pledgor hereunder is breached or proves to be false, erroneous or misleading in any material respect: 1. Lender may transfer or cause to be transferred any of the Collateral into its sole and absolute discretion) without waiving own or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rurala nominee's or nominees' names. (a) Upon 2. Lender shall be entitled to receive and apply in payment of the occurrence of an Event of DefaultObligations any cash dividends, interest or other payment on the Collateral Agent shallCollateral. 3. Lender shall be entitled to exercise in Lendxx'x xiscretion all voting rights, for if any, pertaining to the benefit Collateral, and in connection therewith and at the direction written request of Lendxx, Xxedgor shall promptly execute any appropriate dividend, payment or brokerage orders or proxies. 4. Pledgor shall promptly take any action necessary or required or requested by Lendxx, xx order to allow Lender fully to enforce the pledge of the Control PartyCollateral hereunder and realize thereon to the fullest possible extent including, but not limited to, the filing of any claims with any court, liquidator or trustee, custodian, receiver or other like person or party. 5. Lender shall have all the right rights and remedies granted or available to exercise any and all rights afforded to a secured party it hereunder, under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (as in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned effect from time to time by announcement at in Delaware, under any other statute or the time and place fixed for salecommon law, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case or under any sale of all or any part of the Pledged Collateral is made on credit or for future deliveryLoan Documents, including without limitation the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant at one or more public or private sales upon ten (10) days' written notice and to bid thereat or purchase any part or all thereof in its own or a judgment nominee's or decree nominees' names, free and clear of a court or courts having competent jurisdiction or pursuant any equity of redemption; and to a proceeding by a court-appointed receiver. Any sale pursuant apply the net proceeds of the sale, after deduction for any expenses of sale, including without limitation the payment of all Lender's reasonable attorneys' fees in connection with the Obligations and the sale, to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) payment of the Uniform Commercial Code Obligations in any manner or order which Lender in its equivalent sole discretion may elect, without further notice to or consent of Pledgor and without regard to any equitable principles of marshalling or other like equitable doctrines. 6. Lender may increase, in its sole discretion, but shall not be required to do so, the Obligations by making additional advances or incurring expenses for the account of Pledgor deemed appropriate or desirable by Lender in order to protect, enhance, preserve or otherwise further the sale or disposition of the Collateral or any other jurisdictionsproperty it holds as security for the Obligations.

Remedies Upon Default. If an Event Subject to the Senior Lien Intercreditor Agreement and applicable Brazilian Requirements of Default shall have occurred Law (including Brazil’s National Petroleum Agency’s (Agência Nacional do Petróleo, Gás Natural e Biocombustíveis) authorization for purpose of transfer of oil and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”gas concession rights), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence and during the continuance of an Event of Default, the Pledgor agrees to deliver each item of Collateral to the Applicable Agent shall, for on demand and it is agreed that the benefit and at the direction of the Control Party, Applicable Agent shall have the right generally to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable lawBrazilian Requirements of Law. Without limiting the generality of the foregoing, National Rural the Pledgor agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and subject to the Collateral Agent’s right (in its sole terms and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidconditions of the Senior Lien Intercreditor Agreement, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchangesale, for cash, upon credit or for future delivery disposal as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of securities a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, assign and transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the The property sold shall be done so absolutely, free from any claim or right on the part of National Ruralthe Pledgor, and National Rural the Pledgor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) . The Collateral Agent shall give National Rural the Pledgor 10 days’ written notice (which National Rural each Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 4.01, the Control any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part pal of National Rural the Pledgor (all said such rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control such Secured Party may, upon compliance with the terms of sale, holdpossess, retain and dispose of such property without further accountability to Pledged Collateral the Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 4.02 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of by the Uniform Commercial Code or its equivalent in other jurisdictionsBrazilian Civil Code.

Remedies Upon Default. If In the event that an Event of Default shall have occurred and be continuing, and subject to the Control Party may issue a notice (a “Control Party Notice of Default”)Omnibus Agreement: a. Administrative Agent may, which may be combined with the notice provided under Section 4.01(b)at its option, suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred and as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Administrative Agent shall give notice to Seller of the exercise of such option as promptly as practicable. b. If Administrative Agent exercises or is continuing. Subject deemed to paragraph have exercised the option referred to in subparagraph (ba) of this Section 4.02Section, upon cessation (i) Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Administrative Agent on behalf of Buyers and applied, in Administrative Agent’s sole discretion, first to the reasonable costs and expenses including but not limited to legal fees incurred by Administrative Agent and Buyers in connection with or as a result of an Event of Default; second to the aggregate unpaid Repurchase Prices for all outstanding Transactions; and third to any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Administrative Agent or its designee the Mortgage Files relating to any Purchased Mortgage Loans subject to such Transactions then in Seller’s possession or control. c. Administrative Agent also shall have the right on behalf of Buyers to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of Seller relating to the Purchased Mortgage Loans and Repurchase Assets and all documents relating to the Purchased Mortgage Loans (including, without limitation, any legal, credit or servicing files with respect to the Purchased Mortgage Loans and Repurchase Assets) which are then or may thereafter come in to the possession of Seller or any third party acting for Seller. To obtain physical possession of any Purchased Mortgage Loans held by Custodian, Administrative Agent shall present to Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for Seller’s failure to perform its obligations under this Agreement, Seller acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Administrative Agent from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Administrative Agent shall have the right to direct all servicers then servicing any Purchased Mortgage Loans to remit all collections thereon to Administrative Agent or its designee, and if any such payments are received by Seller, Seller shall not commingle the amounts received with other funds of Seller and shall promptly pay them over to Administrative Agent. Administrative Agent shall also have the right to terminate any one or all of the servicers then servicing any Purchased Mortgage Loans with or without cause. In addition, Administrative Agent shall have the right to immediately sell the Purchased Mortgage Loans and liquidate all Repurchase Assets. Such disposition of Purchased Mortgage Loans may be, at Administrative Agent’s option, on either a servicing-released or a servicing-retained basis. Administrative Agent shall not be required to give any warranties as to the Purchased Mortgage Loans with respect to any such disposition thereof. Administrative Agent may specifically disclaim or modify any warranties of title or the like relating to the Purchased Mortgage Loans. The foregoing procedure for disposition of the Purchased Mortgage Loans and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Seller agrees that it would not be commercially unreasonable for Administrative Agent to dispose of the Purchased Mortgage Loans or the Repurchase Assets or any portion thereof by using Internet sites that provide for the auction of assets similar to the Purchased Mortgage Loans or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Administrative Agent shall be entitled to place the Purchased Mortgage Loans in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Administrative Agent shall also be entitled to sell any or all of such Mortgage Loans individually for the prevailing price. Administrative Agent shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Mortgage Loans, to give the Seller credit for such Purchased Mortgage Loans and the Repurchase Assets in an amount equal to the Asset Value of the Purchased Mortgage Loans against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder. e. Upon the happening of one or more Events of Default, Administrative Agent may apply any proceeds from the liquidation of the Purchased Mortgage Loans and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Administrative Agent deems appropriate in its sole discretion. f. Seller shall be liable to Administrative Agent and each Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Administrative Agent and each Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction, whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Administrative Agent and Buyers) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all rights fees, expenses and commissions) of National Rural suspended under the applicable Control Party Notice entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of Default shall revest in National Rural. an Event of Default, and (aiii) Upon any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of DefaultDefault in respect of a Transaction. g. To the extent permitted by applicable law, Seller shall be liable to Administrative Agent and each Buyer for interest on any amounts owing by Seller hereunder, from the Collateral date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Administrative Agent’s and Buyers’ rights hereunder. Interest on any sum payable by Seller under this Section 16.g) shall accrue at a rate equal to the Post Default Rate. h. Administrative Agent shallshall have, for the benefit and at the direction in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. i. Administrative Agent may exercise one or more of the Control Partyremedies available to Administrative Agent immediately upon the occurrence of an Event of Default and, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject except to the requirements extent provided in subsections (a) and (d) of applicable law this Section, at any time thereafter without notice to Seller. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Administrative Agent may have. j. Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and Seller hereby expressly waives any defenses Seller might otherwise have to require Administrative Agent to enforce its rights by judicial process. Seller also waives any defense (other than a defense of payment or performance) Seller might otherwise have arising from the Collateral Agent’s right (in its sole use of nonjudicial process, enforcement and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose sale of all or any part portion of the Pledged Collateral Repurchase Assets, or from any other election of remedies. Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at a public or private sale or at any brokerarm’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral length. k. Administrative Agent shall have the right to assign, transfer and deliver perform reasonable due diligence with respect to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made Seller and the day on Mortgage Loans, which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale review shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale expense of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsSeller.

Remedies Upon Default. If (a) Upon the occurrence of one or more Events of Default other than those referred to in Section 8(g) or (h), Lender may immediately declare the principal amount of the Advances then outstanding under the Note to be immediately due and payable, together with all interest thereon and reasonable fees and out-of-pocket expenses accruing under this Loan Agreement; provided that upon the occurrence of an Event of Default referred to in Section 8(g) or (h), such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding on the Note shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower and may thereupon exercise any remedies available to it at law and pursuant to the Loan Documents, including, but not limited to, the transfer of servicing or the liquidation of the Collateral on a servicing released basis, free and clear of any obligation, cost or expense. (b) Upon the occurrence of one or more Events of Default, Lender shall have occurred the right to obtain physical possession of the Servicing Records and all other files of Borrower relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come in to the possession of Borrower or any third party acting for Borrower and Borrower shall deliver to Lender such assignments as Lender shall request. Lender shall be continuingentitled to specific performance of all agreements of Borrower contained in this Loan Agreement. (c) Borrower hereby acknowledges, admits and agrees that Borrower’s obligations under this Loan Agreement are recourse obligations of Borrower to which Borrower pledges its full faith and credit. In addition to its rights hereunder, Lender shall have the Control Party may issue a notice (a “Control Party Notice right to proceed against any of Default”), Borrower’s assets which may be combined with in the notice provided under Section 4.01(bpossession of Lender, any of Lender’s Affiliates or their respective designees (including Custodian), suspending including the rights right to liquidate such assets and to set off the proceeds against monies owed by Borrower to Lender pursuant to this Loan Agreement. Lender may set off cash, the proceeds of National Rural the liquidation of the Pledged Equity or Contributed REO Properties, any other Collateral and their proceeds and all other sums or obligations owed by Lender, or any of Lender’s Affiliates, to Borrower against all of Borrower’s obligations to Lender, whether under Section 2.08 in part this Loan Agreement or under any other agreement among the parties, or otherwise, whether or not such obligations are then due, without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Partyprejudice to Lender’s rights right to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Ruralrecover any deficiency. (ad) Lender shall have the right to direct all Persons servicing the Contributed REO Properties to take such action with respect to the Contributed REO Properties as Lender determines appropriate. (e) Lender shall, without regard to the adequacy of the security for the Obligations, be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession of and protect, collect, manage, liquidate, and sell the Pledged Equity and the Contributed REO Properties and any other Collateral or any portion thereof, and do anything that Lender is authorized hereunder or by law to do. Borrower shall pay all costs and expenses incurred by Lender in connection with the appointment and activities of such receiver. (f) Upon the occurrence of an Event of Default set forth in Section 8 or with respect to any default by the Sub-Asset Manager under the related Sub-Asset Management Agreement, Lender shall have the right to replace such Sub-Asset Manager, or cause such Sub-Asset Manager to be replaced, within sixty (60) days of such Event of Default. (g) In addition to all the rights and remedies specifically provided herein, Lender shall have all other rights and remedies provided by applicable federal, state, foreign, and local laws, whether existing at law, in equity or by statute, including, without limitation, all rights and remedies available to a purchaser or a secured party, as applicable, under the Collateral Agent shallUniform Commercial Code. (h) Except as otherwise expressly provided in this Loan Agreement, for the benefit and at the direction of the Control Party, Lender shall have the right to exercise any and all of its rights afforded to a secured party under the Uniform Commercial Code and/or remedies without presentment, demand, protest or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation further notice of any such sale the Collateral Agent shall have the right to assignkind other than as expressly set forth herein, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale all of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural which are hereby waives (to the extent permitted expressly waived by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedBorrower. (bi) The Collateral Agent Borrower shall give National Rural 10 days’ written notice cause all sums received by it with respect to the Contributed REO Properties to be deposited to the Collection Account. Borrower shall be liable to Lender for the amount of all expenses (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale plus interest thereon at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, rate equal to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by lawPost-Default Rate), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party RUS may issue a notice (a “Control Party an "RUS Notice of Default”"), which may be combined with the notice provided under Section 4.01(b5.01(b), suspending the rights of National Rural the Borrower under Section 2.08 3.08 in part without suspending all such rights (as specified by the Control Party RUS in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s RUS' rights to give additional Control Party RUS Notices of Default from time to time suspending other rights under Section 2.08 3.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.025.02, upon cessation of an Event of Default, all rights of National Rural the Borrower suspended under the applicable Control Party RUS Notice of Default shall revest in National Ruralthe Borrower. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control PartyRUS, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural the Borrower agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party an RUS Order and subject to the requirements of applicable law and the Collateral Agent’s 's right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s 's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralthe Borrower, and National Rural the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural the Borrower 10 days’ ' written notice (which National Rural the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s 's intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s 's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party RUS may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to RUS from the Control Party from National Rural Borrower as a credit against the purchase price, and the Control Party RUS may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural the Borrower shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 5.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from At any time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an after any Event of Default, unless it has been cured or waived, Lender may, without presentment, demand, protest, or further notice of any kind (all rights of National Rural suspended under which are hereby expressly waived) and, notwithstanding the applicable Control provisions contained in any other document or instrument executed or to be executed by any Loan Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction to Lender take any one or more of the Control Partyfollowing actions: 8.1 Declare all Obligations, have including the right to exercise any and entire remaining Total Payback, together with all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its loan costs and expenses and attorneys’ fees, to be immediately due and payable. Lender shall be entitled to immediately enforce payment of all Obligations by any means permitted by law or in equity. 8.2 Notify customers, account debtors or lessees of any Loan Party that Lender has a Security Interest in the accounts, rights to payment, equipment, chattel paper and general intangibles of such Loan Party and may collect them directly; Lender may settle or adjust disputes and claims directly with account debtors or payment processor companies or insurance companies for amounts and upon terms that Lender considers advisable, and in such cases, Lender will credit the Obligations under this Agreement with only the net amounts received by Lender, after deducting all reasonable expenses incurred or expended in connection therewith will be paidtherewith; 8.3 Make such payments and do such acts as Lender considers necessary or reasonable to protect its Security Interest and Collateral. Each Loan Party agrees to assemble the Collateral if Lender so requires, and to sell or otherwise dispose make the Collateral available to Lender as Lender may designate at a location which is reasonably convenient to such Loan Party and Lender. Each Loan Party authorizes Lender to enter the premises where the Collateral is located, take and maintain possession of all the Collateral, or any part of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the Pledged opinion of Lender appears to be prior or superior to the Security Interest (other than the Permitted Encumbrances) and to pay all expenses incurred in connection therewith. With respect to any of each Loan Party’s owned or leased premises, such Loan Party hereby grants Lender a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or remedies; 8.4 Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Lender is hereby granted a license or other right to use, without charge, each Loan Party’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and such Loan Party’s rights under all licenses and franchise agreements shall inure to Lender’s benefit; 8.5 Sell the Collateral at either a public or private sale sale, or at any broker’s board both, by way of one or more contracts or transactions, for cash or on any securities exchangeterms, for cash, upon credit or for future delivery in such manner and at such places (including each Loan Party’s premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized present at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent Lender shall not be obligated to make any sale of any Pledged the Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, Lender may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case any ; 8.6 Give notice of the disposition of the Collateral as follows: (a) Lender shall give each Loan Party and each holder of a security interest in the Collateral a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; (b) The notice shall be personally delivered or mailed, postage prepaid, to Borrower as provided in this Agreement, at least ten (10) calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value. 8.7 Each Loan Party agrees that Lender may obtain the appointment of a receiver or keeper to take possession of all or any part portion of the Pledged Collateral is made on credit or for future delivery, to operate same; 8.8 Any deficiency that exists after disposition of the Pledged Collateral so sold may as provided above will be retained paid immediately by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereofLoan Parties. Any excess will be promptly returned, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, subject to the extent permitted rights of third parties, and/or as provided by law, private) sale made pursuant to this Pledge AgreementBorrower by Lender; 8.9 All payments received by Borrower in respect of the Collateral shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement), the Control Party and may bid for be held or purchase, free (applied by Lender to the extent permitted by law) from Obligations in such order as Lender may determine; 8.10 File suit for any sums owing or for damages; and 8.11 Exercise any other remedy or right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid provided in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose or permitted under this Pledge Agreement and to sell or by the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the California Uniform Commercial Code or its equivalent in other jurisdictionsCode.

Remedies Upon Default. If an Event of a Default shall have occurred and be continuingoccurs, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Mortgagee shall have the right to assigndo one or more of the following: 10.1. Mortgagee may, transfer at its option and deliver without notice or demand to Mortgagor except as otherwise required by applicable law, declare all of the purchaser Obligations immediately due and payable regardless of maturity. 10.2. Mortgagee may, at its option and without notice or purchasers thereof demand to Mortgagor except as otherwise required by applicable law, take immediate possession of some or all of the Pledged Collateral so sold. Each such purchaser at any sale Collateral, with or without appointment of Pledged Collateral shall hold the property sold absolutely, free from any claim a receiver or right on the part of National Ruralapplication therefor, and National Rural hereby waives lease or rent the same either in its own name or in the name of Mortgagor, and receive the rents, income, issues, profits and any other revenues thereof and apply the same, after payment of (to the extent permitted by law) all rights of redemptioncosts and expenses incurred by Mortgagee in doing the foregoing, stay including, but not limited to, reasonable attorneys' fees and appraisal which National Rural now has or may at any time in disbursements, to the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9Obligations. Mortgagor hereby irrevocably appoints Mortgagee as Mortxxxxx'x xttorney-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of in-fact to manage, repair, maintain, lease and rent the Collateral Agent’s intention to make and collect all rents, income, issues, profits and any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion other revenues thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours with full power and at such place or places as authority to bring suit to collect the Collateral Agent may fix same and state in the notice (if any) of such sale. At any such saleto give receipts therefor; provided, the Pledged Collateralhowever, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent that Mortgagee shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so. This power granted Mortgagee shall be deemed coupled with an interest and shall be irrevocable. 10.3. Mortgagee may direct Trustee to sell the Mortgaged Property as provided herein or to institute an action of foreclosure on this instrument or to institute other proceedings according to law for foreclosure, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause and prosecute the same to be adjourned from time to time by announcement at the time judgment, execution and place fixed for sale, and such sale may, without further notice, be made at for the time and place to which the same was so adjourned. In case any sale of all or any part collection of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up Obligations and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived costs and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose expenses of such property without further accountability proceedings, including, but not limited to, reasonable attorneys' fees and disbursements. Mortgagee shall have the continuing right to Pledged Collateral thereforcontrol and direct the time and manner in which Trustee effects and completes the foregoing. 10.4. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return Mortgagee may exercise in respect of the Pledged Personal Property Collateral or any portion thereof subject thereto, notwithstanding all of the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied rights and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant remedies available to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to secured party upon default under the applicable provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code then in effect where the Personal Property Collateral is located. 10.5. Mortgagee may setoff and apply all net balances in any and all bank and deposit accounts of Borrower held by Bank against any sums due under the Note or its equivalent in under any of the other jurisdictionsLoan Documents.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Party may issue a notice : (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the i) All rights of National Rural under Section 2.08 in part without suspending Dwyer to exercise his voting axx xxher consensual rights which he would otherwise be entitled to exercise shall cease, and all such rights (as specified by shall thereupon become vested in Douglas who shall thereuxxx xxve the Control Party in its sole right to exercise such voting and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Ruralconsensual rights. (aii) Upon All rights of Dwyer to receive cash divixxxxx or other distributions in cash, which he would otherwise be authorized to receive and retain pursuant to Section 4 shall cease and all rights to dividends and other distributions shall thereupon be vested in Douglas, who shall thereuxxx xxve the occurrence of an Event of Default, the sole right to receive and hold as Collateral Agent shall, such cash dividends or other distributions. All dividends and other distributions which are received by Dwyer contrary to these provisxxxx shall be received in trust for the benefit of Douglas, shall be segregated xxxx xther property or funds of Dwyer and at shall be forthwith dxxxxxred to Douglas as Collateral in xxx same form as so received (with any necessary endorsement). (iii) All rights of Dwyer to sell all or any portixx xx the direction of Collateral which they would otherwise be entitled to exercise pursuant to Section 4 shall cease, and all such rights shall thereupon become vested in Douglas who shall therexxxx xave the Control Party, have the sole right to sell the Collateral in accordance with the provisions of this Pledge Agreement. (iv) Douglas may exercise any in respecx xx xxe Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights afforded to and remedies of a secured party on default under the Uniform Commercial Code or other applicable law. Without limiting in effect in the generality State of Florida at that time, and Douglas may also, withoux xxxxxe except as specified below, sell the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchangesale, for cash, cash and at such price or prices and upon credit or for future delivery such other terms as the Collateral Agent shall deem appropriateare commercially reasonable and in such manner as necessary to comply with applicable federal and state securities laws. The Collateral Agent Douglas shall be authorized at any xx xxx such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Douglas shall have the right to rixxx xx assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral and such purchasers shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to Dwyer. To the extent permitted notice of xxxx shall be required by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent Douglas shall give National Rural 10 days’ written Dwyer at lexxx xxx business xxys notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on made, which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale Shareholder agrees shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such saleconstitute reasonable notification. At any such sale, the Pledged CollateralDouglas may bid (which bxx xxx be, or portion thereof, to be sold may be sold in one lot as an entirety whole or in separate parcelspart, as in the Collateral Agent may (in its sole form of cancellation of the Note) for and absolute discretion) determinepurchase the whole of the Collateral. The Collateral Agent Douglas shall not be obligated oblixxxxx to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, Douglas may adjourn any public or private xx xxxvate sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Dwyer agrees that any sale of all or any part of the Pledged ox xxx Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained conducted by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability Douglas in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance accordance with the terms xxxxxxing provisions of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof this Section 6 shall be treated as deemed to be a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in fullcommercially reasonable sale. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Douglas may proceed by a suit xxxx or suits at law or in equity to foreclose the security interest granted under this Pledge Agreement and to sell the Collateral Collateral, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having of competent jurisdiction jurisdiction. (v) All cash proceeds received by Douglas in respect of any sale xx, collection from, or pursuant to a proceeding other realization upon or any part of the Collateral following the occurrence of an Event of Default must be applied first against all reasonable costs and expenses incurred by a court-appointed receiver. or on behalf of Douglas in connection with Xxxxxxx' exercise of any or alx xx xxs rights and remedies under this Pledge Agreement, including without limitation, reasonable attorneys' fees, and then against the Note upon receipt. (vi) Any sale pursuant to surplus of such cash or cash proceeds held by Douglas and remaining afxxx xxxment in full of the provisions of this Section 4.02 Note shall be deemed paid over to conform Dwyer or to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionswhomsoever xxx be lawfully entitled to receive such surplus.

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, Foothill shall have, in addition to any other rights given by law or in this Agreement, in the Loan Agreement, or in any other agreement between Foothill and Pledgor, all of the rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, and remedies with respect to the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting Code, and also shall have, without limitation, the generality of the foregoingfollowing rights, National Rural which Pledgor hereby agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) be commercially reasonable: 11.1 to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of transfer all or any part of the Pledged Collateral into the Foothill's name or the name of its nominee or nominees; 11.2 all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to SECTION 5.1 and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to SECTION 5.2 shall, at a Foothill's option, cease, and all such rights shall, at Foothill's option, thereupon become vested in Foothill, and Foothill shall, at its option, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments. Any payments received by Pledgor contrary to the provisions of this Section shall be held in trust by Pledgor for the benefit of Foothill, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Foothill, with any necessary endorsement; 11.3 to vote the Shares (whether or not transferred into the name of the Foothill), and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS FOOTHILL THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE SOONER TO OCCUR OF: (a) THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS; AND (b) APRIL 9, 2009; 11.4 at any time or from time to time, to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or at any broker’s board adjournment thereof or on any securities exchangeto redeem or otherwise (all of which are hereby waived by Pledgor), for cash, upon on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent shall deem appropriate. The Collateral Agent Foothill in its absolute discretion may determine; PROVIDED, that at least five days notice of the time and place of any such sale shall be authorized at given to Pledgor. Foothill shall not be obligated to make any such sale of securities (Collateral regardless of whether any such notice of sale has therefore been given. Pledgor hereby waives any other requirement of notice, demand, or advertisement for sale, to the extent permitted by law. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if it deems it advisable any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Foothill may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Foothill shall not be liable for failure to do so) collect or realize upon any or all of the Collateral or for any delay in so doing nor shall Foothill be under any obligation to restrict take any action whatsoever with regard thereto; 11.5 to buy the Collateral, in its own name, or in the name of a designee or nominee. Foothill shall have the right to execute any document or form, in its name or in the name of the Pledgor, that may be necessary or desirable in connection with such sale of the Collateral; 11.6 to sell the Collateral by a private placement, restricting bidders and prospective bidders or purchasers to Persons those who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment only and not with a view for distribution. In so doing, Foothill may solicit offers to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which buy the Collateral, or portion thereofany part of it for cash, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state from a limited number of investors deemed by Foothill, in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereofits reasonable credit judgment, to be sold may responsible parties unrelated to Foothill and each other, who might be sold interested in one lot as an entirety or in separate parcelspurchasing the Collateral. If Foothill shall solicit such offers from not less than four (4) such investors, as then the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless acceptance by Foothill of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 highest offer obtained therefor shall be deemed to conform be a commercial reasonable method of disposition of such Collateral, even though the sales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering. Notwithstanding the foregoing, should Foothill determine that, prior to any public offering of any securities contained in the Collateral, such securities should be registered under the '33 Act and/or registered or qualified under any other United States federal or state law, and that such registration and/or qualification is not practical, Pledgor agrees that it will be commercially reasonable standards if a private sale is arranged so as provided in Section 9-610(b) of to avoid a public offering even if offers are solicited from fewer than four investors, and even though the Uniform Commercial Code or its equivalent in other jurisdictionssale price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of a Default, the Collateral Agent shall, for the benefit and at the direction whether or not all of the Control PartyObligations shall have become due and payable, have in addition to its rights under this Agreement, the right Promissory Notes or any Ancillary Document: 6.1 Pledgee may, without notice to exercise or demand upon Pledgor, declare any and all Obligations immediately due and payable; 6.2 Pledgee shall have all of the rights afforded and remedies with respect to the Pledged Securities of a secured party under the Uniform Commercial Code as in effect in the State of Tennessee (whether or not said Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted (to the extent such other applicable law. Without limiting rights are not inconsistent with the generality provisions of the foregoingthis Agreement), National Rural agrees that the Collateral Agent shall have including without limitation the right, but only if so instructed by a the Control Party Order and subject to the requirements maximum extent permitted by law, to exercise all voting, consensual and other powers of applicable law and ownership pertaining to the Collateral Agent’s right (in its Pledged Securities as if Pledgee were the sole and absolute discretion) owner thereof (and Pledgor agrees to take all such action as may be appropriate to give effect to such right); 6.3 Pledgee in its discretion may, consistent with the other provisions of this Agreement, in its name or in the name of Pledgor or otherwise, demand, xxx for, collect or receive indemnification any money or other reasonable assurances that property at any time payable or receivable on account of or in exchange for any of the Pledged Securities, but shall be under no obligation to do so; 6.4 Pledgee may, upon five days’ prior written notice to Pledgor, with respect to the Pledged Securities or any part thereof which shall then be or shall thereafter come into the possession, custody or control of Pledgee, or any of its costs and expenses in connection therewith will be paidagents, to sell sell, lease, assign or otherwise dispose of all or any part of the Pledged Collateral Securities, at a public such place or private sale places as Pledgee deems best, and for cash or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and Pledgee or anyone else may be the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized purchaser, lessee, assignee or recipient of any or all of the Pledged Securities so disposed of at any such public sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view or, to the distribution or sale thereofextent permitted by law, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall private sale) and thereafter hold the property sold same absolutely, free from any claim or right on the part of National Ruralwhatsoever kind, and National Rural hereby waives including any right or equity of redemption (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has statutory or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictionsotherwise) of Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. During such five-day period, Pledgor may satisfy the Collateral Agent’s intention to make any sale of Obligations and/or substitute collateral for the Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at Securities which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such saleacceptable to Pledgee, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may, without further notice, may be made at the any time and or place to which the same was sale may be so adjourned. In case ; and 6.5 Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, Pledgee may be compelled, with respect to any sale of all or any part of the Pledged Collateral is made on credit Securities, to limit purchasers to those who will agree, among other things, to acquire the collateral for their own account, for investment and not with a view to the distribution or for future delivery, the Pledged Collateral so sold resale thereof. Pledgor acknowledges that any such private sales may be retained by the Collateral Agent until the at prices and on terms less favorable to Pledgee than those obtainable through a public sale price is paid by the purchaser or purchasers thereofwithout such restrictions, but the Collateral Agent shall not incur any liability in case and, notwithstanding such circumstances, agrees that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) private sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner and that Pledgee shall have no obligation to engage in Section 9-610(b) public sales and no obligation to delay the sale of any Pledged Securities for the Uniform Commercial Code or its equivalent in other jurisdictionsperiod of time necessary to permit registration of such Pledged Securities for public sale.

Remedies Upon Default. If an Event of Default described in Section 11.1(j) occurs with respect to any Obligor, then to the extent permitted by Applicable Law, all Obligations (other than Secured Bank Product Obligations) shall have occurred become automatically due and be continuingpayable and all Commitments shall terminate, the Control Party without any action by Agent or notice of any kind. In addition, or if any other Event of Default exists, Agent may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole discretion (and absolute discretionshall upon written direction of Required Lenders) without waiving do any one or otherwise affecting more of the Control Party’s rights to give additional Control Party Notices of Default following from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.time: (a) Upon declare any Obligations (other than Secured Bank Product Obligations) immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Obligors to the occurrence fullest extent permitted by law; (b) terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base; (c) require Obligors to Cash Collateralize (or deliver a standby letter of an Event credit acceptable to Agent in its Permitted Discretion, in the amount of Defaultthe required Cash Collateral) their LC Obligations and any inchoate or contingent Obligations (including inchoate or contingent Secured Bank Product Obligations) with respect to which a claim therefor has been asserted, the and if Obligors fail to deposit such Cash Collateral or such acceptable standby letter of credit, then Agent shall, for the benefit may (and at shall upon the direction of Required Lenders) advance the Control Partyrequired Cash Collateral as Revolver Loans (whether or not an Overadvance exists or is created thereby, have or the conditions in Section 6 are satisfied); (d) exercise all voting rights, or any other ownership or consensual rights (including any dividend or distribution rights) in respect of any or all of the Pledged Equity, but under no circumstances is Agent obligated by the terms of this Agreement to exercise such rights, and if Agent duly exercises its right to vote any of such Pledged Equity, each Obligor hereby appoints Agent as such Obligor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Equity in any manner Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable; and (e) exercise any other default rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and all rights afforded to remedies of a secured party under the Uniform Commercial Code UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Obligors to assemble Collateral, at Obligors’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or other applicable law. Without limiting the generality of the foregoingleased by an Obligor, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order Obligors agree not to charge for such storage); and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretioniv) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all any Collateral in its then condition, or after any part of the Pledged Collateral further manufacturing or processing thereof, at a public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable. Each Obligor agrees that 10 days notice of any proposed sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the other disposition of Collateral Agent shall deem appropriate. The Collateral by Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereofreasonable, and upon consummation that any sale conducted on the internet or to a licensor of Intellectual Property shall be commercially reasonable. Agent may conduct sales on any such Obligor’s premises, without charge, and any sale the Collateral may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to assignsell, transfer and deliver to the purchaser lease or purchasers thereof the Pledged otherwise dispose of any Collateral so sold. Each such purchaser at for cash, credit or any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralcombination thereof, and National Rural hereby waives (to the extent Agent may purchase any Collateral at public or, if permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such private sale and, in the case lieu of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) actual payment of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, may credit bid and set off the Control Party may, upon compliance with the terms of sale, hold, retain and dispose amount of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase price against the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsObligations.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing, the Control Secured Party may issue a notice (a “Control Party Notice exercise with respect to the Pledged Collateral, in addition to other rights and remedies provided for herein, under the other Loan Documents or otherwise available to it, all of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights and remedies of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party on default under the Uniform Commercial Code or other applicable law. Without then in effect in the State of Texas and, without limiting the generality of the foregoingforegoing and without notice except as specified below, National Rural agrees that Secured Party may, at its option, do any one or more of the following: (a) reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby, by any available judicial procedure; (b) surrender for payment and obtain payment of any portion of the Pledged Collateral, whether such Pledged Collateral Agent shall have matured or the right, but only if so instructed by a the Control Party Order and subject to the requirements exercise of applicable law and the Collateral AgentSecured Party’s right (rights result in its sole and absolute discretion) to receive indemnification loss of interest or principal or other reasonable assurances that its costs and expenses penalty on such Pledged Collateral, and, in connection therewith will therewith, cause payment to be paid, made directly to Secured Party; (c) sell or otherwise dispose of all or any part of the Pledged Collateral at a public in the manner provided in the Loan Documents or private sale the Code; (d) exercise any right of offset, setoff and other similar rights as provided in the Loan Documents or at any broker’s board or on any securities exchangethe Code; (e) apply, by appropriate judicial proceedings, for cashappointment of a receiver for the Pledged Collateral, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any part thereof, and Debtor hereby consents to any such sale of securities appointment; and (if it deems it advisable to do sof) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing at its discretion, retain the Pledged Collateral for their own account for investment and not with a view in satisfaction of the Obligations whenever the circumstances are such that Secured Party is entitled to do so under the distribution Code or sale thereofotherwise. Debtor agrees that, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted notice of sale shall be required by law, at least ten (10) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning to Debtor of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeshall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent Secured Party shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale having been given with the exception that if Debtor arranges a sale of such Pledged Collateral to a qualified buyer for a price that equals to or exceeds its Obligations under the Agreement, Secured Party shall have been givenbe obligated to make such sale. The Collateral Agent may, without notice or publication, Secured Party may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If In the event that an Event of Default shall have occurred and be continuing, and subject to the Control Omnibus Master Refinancing Amendment: a. Administrative Agent may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency of any Seller Party may issue a notice (a “Control Party Notice of Default”or any Affiliate), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred and as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). Administrative Agent shall (except upon the occurrence of an Act of Insolvency of a Seller Party or any Affiliate) give notice to Seller of the exercise of such option as promptly as practicable. b. If Administrative Agent exercises or is continuing. Subject deemed to paragraph have exercised the option referred to in subparagraph (ba) of this Section 4.02Section, upon cessation (i) Seller’s obligations in such Transactions to repurchase all Purchased Assets, Contributed REO Properties and Repurchase Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Section, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Administrative Agent and applied, in Administrative Agent’s sole discretion, to the aggregate unpaid Repurchase Prices for all outstanding Transactions and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Administrative Agent the Asset Files relating to any Purchased Assets, Contributed REO Properties and Repurchase Assets subject to such Transactions then in a Seller Party’s possession or control. LEGAL02/37648106v16 c. Administrative Agent also shall have the right to obtain physical possession, and to commence an action to obtain physical possession, of all Records and files of each Seller Party relating to the Purchased Assets and Contributed REO Properties and all documents relating to the Purchased Assets, Contributed REO Properties and Repurchase Assets (including, without limitation, any legal, credit or servicing files with respect to the Purchased Assets, Contributed REO Properties and Repurchase Assets) which are then or may thereafter come in to the possession of any Seller Party or any third party acting for such Seller Party. To obtain physical possession of any Purchased Assets, Contributed REO Properties or Repurchase Assets held by Custodian, Administrative Agent shall present to Custodian a Trust Receipt. Without limiting the rights of Administrative Agent hereto to pursue all other legal and equitable rights available to Administrative Agent for any Seller Party’s failure to perform its obligations under this Agreement, each of the Seller Parties acknowledges and agrees that the remedy at law for any failure to perform obligations hereunder would be inadequate and Administrative Agent shall be entitled to specific performance, injunctive relief, or other equitable remedies in the event of any such failure. The availability of these remedies shall not prohibit Administrative Agent from pursuing any other remedies for such breach, including the recovery of monetary damages. d. Administrative Agent shall have the right to direct all servicers then servicing any Purchased Assets and Contributed REO Properties to remit all collections thereon to Administrative Agent, and if any such payments are received by any Seller Party, such Seller Party shall not commingle the amounts received with other funds of such Seller Party and shall promptly pay them over to Administrative Agent. Administrative Agent shall also have the right to terminate any one or all of the servicers then servicing any Purchased Assets and Contributed REO Properties with or without cause. In addition, Administrative Agent shall have the right to immediately sell the Purchased Assets and Contributed REO Properties and liquidate all Repurchase Assets. Such disposition of Purchased Assets, Contributed REO Properties and Repurchase Assets may be, at Administrative Agent’s option, on either a servicing-released or a servicing-retained basis. Administrative Agent shall not be required to give any warranties as to the Purchased Assets, Contributed REO Properties or Repurchase Assets with respect to any such disposition thereof. Administrative Agent may specifically disclaim or modify any warranties of title or the like relating to the Purchased Assets, Contributed REO Properties or Repurchase Assets. The foregoing procedure for disposition of the Purchased Assets, Contributed REO Properties or Repurchase Assets and liquidation of the Repurchase Assets shall not be considered to adversely affect the commercial reasonableness of any sale thereof. Each Seller Party agrees that it would not be commercially unreasonable for Administrative Agent to dispose of the Purchased Assets, Contributed REO Properties or the Repurchase Assets or any portion thereof by using internet sites that provide for the auction of assets similar to the Purchased Assets, Contributed REO Properties or the Repurchase Assets, or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Administrative Agent shall be entitled to place the Purchased Assets and Contributed REO Properties in a pool for issuance of mortgage-backed securities at the then-prevailing price for such securities and to sell such securities for such prevailing price in the open market. Administrative Agent shall also be entitled to sell any or all of such Purchased Assets, Contributed REO Properties and Repurchase Assets individually for the prevailing price. Administrative Agent shall also be entitled, in its sole discretion to elect, in lieu of selling all or a portion of such Purchased Assets, Contributed REO Properties and Repurchase Assets, to give the Seller credit for such Purchased Assets, LEGAL02/37648106v16 Contributed REO Properties and the Repurchase Assets in an amount equal to the Market Value of the Purchased Assets, Contributed REO Properties and Repurchase Assets against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder. e. Upon the happening of one or more Events of Default, Administrative Agent may apply any proceeds from the liquidation of the Purchased Assets, Contributed REO Properties and Repurchase Assets to the Repurchase Prices hereunder and all other Obligations in the manner Administrative Agent deems appropriate in its sole discretion. f. Each Seller Party shall be liable to Administrative Agent and each Buyer for (i) the amount of all reasonable legal or other expenses (including, without limitation, all costs and expenses of Administrative Agent and each Buyer in connection with the enforcement of this Agreement or any other agreement evidencing a Transaction), whether in action, suit or litigation or bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally, further including, without limitation, the reasonable fees and expenses of counsel (including the costs of internal counsel of Administrative Agent and Buyers) incurred in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all rights fees, expenses and commissions) of National Rural suspended under the applicable Control Party Notice entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of Default shall revest in National Rural. an Event of Default, and (aiii) Upon any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default, the Collateral Default in respect of a Transaction. g. Seller further recognizes that Administrative Agent shall, for the benefit and at the direction may be unable to effect a public sale of any or all of the Control PartyREO Subsidiary Interests, have by reason of certain prohibitions contained in the right 1934 Act and applicable state securities laws or otherwise, and may be compelled to exercise any and all rights afforded resort to one or more private sales thereof to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality restricted group of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith purchasers which will be paidobliged to agree, among other things, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any acquire such securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or resale thereof. In view of the nature of the REO Properties, Seller agrees that liquidation of any REO Property may be conducted in a private sale thereofand at such price as Administrative Agent may deem commercially reasonable. Administrative Agent shall be under no obligation to delay a sale of any of the REO Subsidiary Interests for the period of time necessary to permit the Seller to register the REO Subsidiary Interests for public sale under the 1934 Act, or under applicable state securities laws, even if Seller would agree to do so. h. To the extent permitted by applicable law, Seller shall be liable to Administrative Agent and each Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Administrative Agent’s and Buyers’ rights hereunder. Interest on any sum payable by Seller under this Section 16(h) shall accrue at a rate equal to the Post Default Rate. i. Administrative Agent shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. j. Administrative Agent may exercise one or more of the remedies available to Administrative Agent immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a) and (d) of this Section, at any time thereafter without notice to LEGAL02/37648106v16 Seller Parties. All rights and remedies arising under this Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Administrative Agent may have. k. Administrative Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and upon consummation each Seller Party hereby expressly waives any defenses such Seller Party might otherwise have to require Administrative Agent to enforce its rights by judicial process. Each Seller Party also waives any defense (other than a defense of payment or performance) such Seller Party might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any such sale portion of the Collateral Repurchase Assets, or from any other election of remedies. Each Seller Party recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. l. Administrative Agent shall have the right to assign, transfer and deliver perform reasonable due diligence with respect to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made Seller Party and the day on Purchased Assets, the Contributed REO Properties and the Repurchase Assets, which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale review shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale expense of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsSeller.

Remedies Upon Default. (a) Notwithstanding anything to the contrary herein or in any other Loan Document, until the expiration of the Standstill Period or the applicable JPM Acquisition Period, as applicable, the Secured Party shall not exercise any right or remedy with respect to the Collateral, the Secured Obligations the Borrower or any Guarantor or any other right or remedy under or with respect to any Loan Document, including, without limitation, the declaration of a Loan Default pursuant to the Note. (b) If an Event of Default is continuing and the Secured Obligations have not been paid in full, IMH shall have occurred and be continuingthe right, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion, during the IMH Repayment Period to pay (x) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices case of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject arising from the failure to paragraph pay any Secured Obligation, the amount of such unpaid Secured Obligation; or (by) in the case of this Section 4.02, upon cessation of an any other Event of Default, all rights outstanding Secured Obligations, in each case on behalf of National Rural suspended under the Pledgor (the “IMH Right to Repay”). In the event IMH exercises the IMH Right to Repay, or otherwise makes a payment to the Secured Party on account of the Secured Obligations, IMH shall be entitled to offset all amounts owed by it to the Pledgor on account of the Pledged IMH Security against all amounts paid by IMH to the Secured Party in exercising the IMH Right to Repay or to the Secured Party otherwise on account of the Secured Obligations. For the avoidance of doubt, upon the exercise of the IMH Right to Repay described in the immediately preceding clause (x), the applicable Control Party Notice Event of Default shall revest in National Ruralbe deemed no longer continuing. The IMH Right to Repay can be exercised only once. (ac) Upon the occurrence of (i) If an Event of DefaultDefault is continuing and the Secured Obligations have not been paid in full, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent JPM shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole discretion, during the applicable JPM Acquisition Period to elect by written notice to the Pledgor, IMH and absolute discretionthe Secured Party to acquire the outstanding Secured Obligations and all rights of the Secured Party under each Loan Document for a purchase price equal to the outstanding Secured Obligations (the “JPM Right to Acquire”). If JPM exercises the JPM Right to Acquire, JPM and the Secured Party shall endeavor in good faith to close such acquisition promptly thereafter pursuant to mutually acceptable documentation, but such closing shall take place no later than fifteen (15) Business Days following delivery of JPM’s notice of exercise of its JPM Right to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith Acquire. Such purchase will be paidwithout recourse and without representation or warranty of any kind by the Secured party, to sell or otherwise dispose of all or any part of except (x) that the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who Secured Party will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view warrant as to the distribution or sale thereofamount of outstanding Secured Obligations on the date of the purchase, immediately before giving effect to the purchase, (y) that the Secured Party owns the Secured Obligations free and clear of any Liens, and upon consummation (z) that the Secured Party has the full right and power to assign the Secured Obligations and such assignment has been duly authorized by all necessary corporate or other appropriate action by the Secured Party. For the avoidance of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruraldoubt, and National Rural hereby waives (to without limiting the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed 12(c), JPM may exercise the JPM Right to conform Acquire during the IMH Repayment Period if IMH delivers written notice to JPM, the commercially reasonable standards as provided in Section 9-610(b) of Secured Party and the Uniform Commercial Code or its equivalent in other jurisdictionsPledgor that IMH will not exercise the IMH Right to Repay.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of DefaultDefault which is not cured by the Company within the applicable notice and cure period or otherwise waived by the Major Holders, the Collateral Agent shall, for the benefit and at the direction all Obligations of the Control Party, Company shall be immediately due and payable in full and the Secured Parties shall have the right to exercise any rights and all rights afforded to remedies of a secured party under the Uniform Commercial Code or other applicable lawCode. Without limiting the generality The waiver of the foregoingMajor Holders of an Event of Default shall not constitute a waiver of any other occurrence that constitutes an Event of Default. Any actions taken by the Secured Parties or the Collateral Agent pursuant to this Agreement shall require the consent of the Major Holders, National Rural agrees that and the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject deliver to the requirements Secured Parties a good faith estimate of applicable law the expenses it expects to incur in connection with such actions prior to or contemporaneous with receiving the consent of the Major Holders. Upon a Default, the Secured Parties may but are not required to do any one or more of the following: (i) without notice or demand to the Company declare the Obligations to be immediately due and payable; (ii) exercise the rights and remedies accorded a secured party by the Code or by any instrument securing the Obligations (including but not limited to, taking immediate possession of the Collateral); or (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement. The proceeds received from the disposition of the Collateral shall be applied as follows: (a) first, to reimburse the Collateral Agent and Secured Parties for their reasonable expenses in connection with the collection and sale of the Collateral; (b) second, to the payment of all principal and interest due on the Notes; provided, however, that all payments made under the Promissory Notes shall be made pro rata, based on the principal amount owing under the Notes; and (c) third, any excess funds or property to the Company. Notwithstanding anything contained herein to the contrary, upon any Event of Default, the Secured Parties and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation may also avail themselves of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have other remedy available under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code of Delaware or its equivalent applicable law if the Company does not have the resources to pay the amounts due as set forth above and herein. Such remedies include without limitation the marshalling of the assets and collateral of the Company secured by the security interest set forth herein in other jurisdictionsa private sale, and taking possession of such assets and collateral as remuneration, compensation and consideration for the financing provided hereby and the failure to pay the Notes. Such remuneration shall include the assignment and transfer to the Secured Parties (or any assignee controlled by the Secured Parties) of the Collateral Agent’s intention to make assets secured hereby as satisfaction and accord of the Obligations, including an assignment, transfer and recordation for the benefit of the Secured Parties (or any sale of Pledged Collateral. Such notice, in assignee controlled by the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if anySecured Parties) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained intellectual property rights owned by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up Company and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionssecured hereby.

Remedies Upon Default. SECTION 7.1. Events of Default defined -- acceleration of maturity upon default -- waiver of default after acceleration. The following events are hereby defined for all purposes of this Indenture (except where the term is otherwise defined for specific purposes) as Events of Default with respect to Debt Securities of a particular series, unless it is either inapplicable to a particular series or is specifically deleted or modified as contemplated by Section 2.2 for the Debt Securities of such series, in addition to any other events as may be defined as Events of Default pursuant to Section 2.2 for the Debt Securities of such series: (a) Failure of the Company to pay or provide for payment of the principal of or premium, if any, on any of the Debt Securities of such series, when and as the same shall become due and payable, whether at maturity thereof, by call for redemption, through any mandatory sinking fund, by redemption at the option of the holder of any series of Debt Securities pursuant to the terms of such Debt Security, by declaration of acceleration or otherwise; or (b) Failure of the Company to pay or provide for payment of any installment of interest on any of the Debt Securities of such series, when and as the same shall become due and payable, which failure shall have continued for a period of 30 days; or (c) Failure of the Company to perform or observe any other of the covenants or agreements on the part of the Company in this Indenture or in the Debt Securities of such series (other than a covenant or agreement which has expressly been included in this Indenture solely for the benefit of Debt Securities of any series other than that series or is expressly made inapplicable to the Debt Securities of such series pursuant to Section 2.2), which failure shall have continued for a period of 90 days after written notice by certified or registered mail given to the Company by the Trustee hereunder or to the Company and to the Trustee from the holders of not less than 25% of the aggregate principal amount of Debt Securities then Outstanding of such series under this Indenture specifying such Event of Default or failure and requesting that it be remedied and stating that such notice is a notice of an event which, if continued for 90 days after such written notice, will become an Event of Default; (d) The institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking relief under any Bankruptcy Law or the consent by it to the institution of proceedings thereunder or consent by it to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Company or of any substantial part of its property, or the making by the Company of an assignment for the benefit of creditors, or the admission by the Company in writing of its inability to pay its debts generally as they become due; or (e) The entry of a decree or order by a court having jurisdiction for relief in respect of the Company, or adjudging the Company a bankruptcy or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any Bankruptcy Law or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 180 consecutive days. If one or more Events of Default shall occur and be continuing with respect to Debt Securities then Outstanding of any series, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the holders of not less than 25% in aggregate principal amount of the Debt Securities then Outstanding of such series, by notice in writing to the Company and to the Trustee, may declare the principal amount (or, if the Debt Securities of such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of the Debt Securities of such series) of all Debt Securities of such series and/or such other amount or amounts as the Debt Securities or supplemental indenture with respect to such series may provide, if not already due and payable, to be immediately due and payable; and upon any such declaration all Debt Securities of such series shall become and be immediately due and payable, anything in this Indenture or in any of the Debt Securities of such series contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of (and/or such other specified amount on) the Debt Securities of such series shall so become due and payable, and before any judgement or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to pay all matured installments of interest upon all the Debt Securities of such series and the principal of (and/or such other specified amount) and premium, if any, on any and all Debt Securities of such series which shall have become due otherwise than by acceleration, with interest on such principal (and/or such other specified amount) and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) on any overdue installment of interest, at the rate specified in the Debt Securities of such series (or, if no such rate is specified, at the rate borne by the Debt Securities of such series), to the date of such payment or deposit, and the reasonable compensation and expenses of the Trustee, and any and all defaults under this Indenture with respect to the Debt Securities of such series, other than the nonpayment of principal of (and/or such other specified amount) or premium, if any, and accrued interest on Debt Securities of such series which shall have become due by acceleration, shall have been remedied, then and in every such case the Trustee shall, upon written request or consent of the holders of a majority in aggregate principal amount of the Debt Securities then Outstanding of such series delivered to the Company and to the Trustee, waive such default and its consequences and rescind or annul such declaration and its consequences, but no such waiver, rescission or annulment shall extend to or affect any subsequent default, or impair any right consequent thereon. For all purposes under this Indenture, if the portion of the principal amount as may be specified in the terms of any Original Issue Discount Securities shall have been accelerated and declared due and payable pursuant to the provisions hereof, then, from and after such declaration, unless such declaration has been rescinded and annulled, payment of such portion of the principal amount thereof, together with interest, if any, thereon and all other amounts owing thereunder, shall constitute payment in full of such Original Issue Discount Securities. SECTION 7.2. Covenant of Company to pay to Trustee whole amount due on default in payment of Principal or interest - Trustee may recover judgment for whole amount due - application of moneys received by the Trustee. In case the Company shall commit an Event of Default shall have occurred and be continuingwith respect to the Debt Securities of any series described in Section 7.1(a) or (b), then, upon demand of the Trustee, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with Company shall pay to the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shallTrustee, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality holders of the foregoingDebt Securities then Outstanding of such series, National Rural agrees that the Collateral Agent whole amount which then shall have the rightbecome due on all such Debt Securities of such series for principal, but only premium, if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereofany, and upon consummation of any such sale the Collateral Agent shall have the right to assigninterest, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right with interest on the part of National Ruraloverdue principal and premium, if any, and National Rural hereby waives (to the extent permitted by that payment of such interest is enforceable under applicable law) all rights upon overdue installments of redemptioninterest, stay and appraisal which National Rural now has or may at any time the rate specified in the future Debt Securities of such series (or, if no such rate is specified, at the rate borne by the Debt Securities of such series), and in addition thereto, such additional amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, liabilities, disbursements and advances of the Trustee, any predecessor Trustee, their agents and counsel. In case the Company shall pay the same in accordance with the provisions of this Section 7.2 and, prior to such payment neither the Trustee nor the holders of the Debt Securities then Outstanding of such series shall have taken any steps to begin enforcing their rights under this Indenture and so long as no additional Event of Default with respect to the Debt Securities of such series shall have occurred, from and after such payment, the Event of Default giving rise to the demand by the Trustee pursuant to this Section 7.2 shall be deemed to be no longer continuing and shall be deemed to have thereupon been remedied, cured or waived without further action upon the part of either the Trustee or any rule of the holders of Debt Securities. In case the Company shall fail to pay the same forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute any judicial proceedings at law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within in equity for the meaning of Section 9-611 collection of the Uniform Commercial Code sums so due and unpaid and may prosecute such proceedings to judgment or its equivalent final decree, and may enforce the same against the Company or any other obligor upon the Debt Securities of such series and collect the moneys adjudged or decreed to be payable in other jurisdictions) the manner provided by law out of the Collateral Agent’s intention property of the Company or any other obligor upon the Debt Securities of such series, wherever situated. The right of the Trustee to recover such judgment shall not be affected by the exercise of any other right, power or remedy for the enforcement of the provisions of this Indenture. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Debt Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of any Debt Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Debt Securities of any series for which it serves as Trustee and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, any predecessor Trustee, their agents and counsel) and of the holders of Debt Securities of such series allowed in such judicial proceeding, and to receive payment of or on account of such claims and to distribute the same after the deduction of its charges and expenses; and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any judicial proceeding is hereby irrevocably authorized and instructed by each of the holders of Debt Securities of such series to make any sale of Pledged Collateral. Such noticesuch payments to the Trustee, in the case of a public sale, shall state the time and place for such sale and, in the case event that the Trustee shall consent to the making of such payments directly to the holders of Debt Securities of such series, to pay to the Trustee any amount due it or any predecessor Trustee, for compensation and expenses, including counsel fees incurred up to the date of such distribution. Nothing contained in this Indenture shall be deemed to give to the Trustee any right to accept or consent to any plan of reorganization, arrangement, adjustment or composition affecting the holders of Debt Securities or the rights of any holder of Debt Securities, or to authorize the Trustee to vote in respect of the claim of any holder of Debt Securities in any such proceeding; provided, however, that the Trustee may, on behalf of the holders of Debt Securities, vote for the election of a sale at trustee in bankruptcy or similar official and may be a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangemember of any creditors' committee. Any such public sale moneys or property received by the Trustee under this Section 7.2 shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state applied in the notice (if any) of such sale. At any such salefollowing order, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place date or dates fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold Trustee and, in case of any the distribution of such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for moneys or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment property on account thereof by using any claim then due and payable to of principal, premium, if any, or interest, upon presentation of the Control Party from National Rural as a credit against several Debt Securities of the purchase priceseries in respect of which such moneys were received, and stamping thereon the Control Party maypayment, if only partially paid, and upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion surrender thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.if fully paid:

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, Non-Defaulting Party will have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code one or other applicable law. Without limiting the generality more of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control following remedies: (a) The Non-Defaulting Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assignpurchase from the Defaulting Party all of the shares of Company owned by the Defaulting Party (including any shares held by its assignees and any Directors’ Shares held by directors appointed by the Defaulting Party), transfer and deliver to at a price equal to (i) the purchaser product of 0.80 multiplied by the Ownership Percentage of the Defaulting Party, multiplied by (ii) the fair market value of the assets of Company after taking into account all of Company’s liabilities, as determined by an internationally recognized investment bank or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedother financial advisor. (b) The Collateral Agent Non-Defaulting Party shall give National Rural 10 dayshave the right to require the Defaulting Party to purchase all shares in Company held by the Non-Defaulting Party (including any shares held by its assignees and any Directors’ written notice Shares held by directors appointed by the Non-Defaulting Party) at a price equal to (which National Rural agrees is reasonable notice within i) the meaning of Section 9-611 Ownership Percentage of the Uniform Commercial Code or its equivalent in other jurisdictionsNon-Defaulting Party, multiplied by (ii) the fair market value of the Collateral Agentassets of Company after taking into account all of Company’s intention liabilities, as determined by an internationally recognized investment bank or other financial advisor. (c) The Non-Defaulting Party shall have the right to make require the parties to bid against each other to purchase the outstanding shares in Company held by the other party (including any sale of Pledged Collateral. Such notice, in the case shares held by any assignees of a public saleparty and any Directors’ Shares held by directors appointed by such party), shall state the time and place for or if no such sale andbids are received, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to require Company to be made and wound up in accordance with the day on which laws of Pakistan. (d) Subject to the Collaterallimitations set forth in Section 9.8, or portion thereof, will first be offered for sale at such board or exchange. the Non-Defaulting Party shall have the right to recover from the Defaulting Party damages arising from an Event of Default. (e) Any such public sale remedies of the parties set forth in this Agreement shall be held at such time or times within ordinary business hours in addition to and at such place or places as the Collateral Agent may fix and state not in the notice (if any) lieu of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made remedies provided pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of saleany Related Agreement, holdand neither party shall, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereofby electing any remedy in this Agreement, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code have waived any other or its equivalent in other jurisdictionsadditional remedy under any Related Agreement.

Remedies Upon Default. (a) Upon the occurrence and continuance of one or more Events of Default other than those referred to in Section 8.01(h), Agent may declare the Outstanding Principal Balance to be immediately due and payable, together with all interest thereon and fees and Expenses and all other Obligations accruing under this Agreement. Upon the occurrence and continuance of an Event of Default referred to in Section 8.01(h), such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the Outstanding Principal Balance and all other Obligations shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower. Interest at the Default Rate shall accrue as of the date of the occurrence of the Default. (b) If an Event of Default shall have occurred occur and be continuing, the Control Party may issue a notice following rights and remedies shall be available to Agent: (a “Control Party Notice of Default”)i) Agent shall have the right to instruct Fee Owner, which may Borrower or Servicer to pay all Collections to Agent. All such Collections received by Agent shall be combined with retained by Agent and applied by Agent to the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (Outstanding Principal Balance and any other amounts owing by Borrower hereunder as specified by the Control Party Agent shall determine in its sole and absolute discretion. (ii) without waiving Agent shall have the right to (A) record any assignments delivered in connection herewith (which assignments may be updated unilaterally by Agent to reflect any change in fact since the Effective Date (e.g., inserting names, dates, amounts, and recording information)) and Borrower shall deliver to Agent such additional assignments as Agent shall request and (B) attach any allonges held by Agent to the promissory notes which are related thereto. Agent shall be entitled to specific performance of all agreements of Borrower contained in this Agreement. Without limiting the generality of the foregoing provisions of this Section 8.02(b)(ii), Borrower shall cooperate with Agent as provided in Section 5.07 and Section 8.02(b)(iv). (iii) At Agent’s option, in its sole discretion, Agent shall have the rights set forth in Section 10.04(e) and 4.01(c). (iv) Agent may, after ten (10) Business Days’ notice to Borrower of Agent’s intent to take such action (provided that no such notice shall be required in the circumstances set forth in Section 9-611(d) of the Uniform Commercial Code), (A) immediately sell, at a public or otherwise affecting private sale in a commercially reasonable manner and at such price or prices as Agent may reasonably deem to be satisfactory any or all of the Control Party’s rights Collaterally Assigned Loan or (B) in its sole discretion elect, in lieu of selling all or a portion of the Collaterally Assigned Loan, to give additional Control Party Notices Borrower credit for the Collaterally Assigned Loan in an amount equal to the market value of Default from the Collaterally Assigned Loan (as determined by Agent in its sole discretion) against the Outstanding Principal Balance and any other amounts owing by Borrower under the Loan Documents. The proceeds of any disposition of the Collaterally Assigned Loan effected pursuant to this Section 8.02(b)(iv) shall be applied by Agent to the Secured Obligations in such order as Agent may determine in its sole discretion. (v) The parties recognize that it may not be possible to purchase or sell all of the Collaterally Assigned Loan on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for the Collaterally Assigned Loan may not be liquid. In view of the nature of the Collaterally Assigned Loan, the parties agree that, to the extent permitted by applicable law, liquidation of the Collaterally Assigned Loan shall not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Agent may elect, in its sole discretion, the time and manner of liquidating the Collaterally Assigned Loan, and nothing contained herein shall (A) obligate Agent to time suspending other rights under Section 2.08 so long as liquidate the Collaterally Assigned Loan upon the occurrence and during the continuance of an Event of Default has occurred or to liquidate all of the Collaterally Assigned Loan in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Agent. (vi) Borrower shall be liable to Agent for the amount of all Expenses, including reasonable and is continuing. Subject to paragraph (b) documented out-of-pocket legal fees and disbursements of this Section 4.02outside counsel, upon cessation actually incurred by Agent in connection with or as a consequence of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon and any other Damages directly arising or resulting from the occurrence of an Event of Default, . (vii) Agent may exercise any or all of the Collateral remedies available to Agent shall, for immediately upon the benefit occurrence of an Event of Default and at any time during the direction continuance thereof. All rights and remedies arising under the Loan Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Agent may have. (viii) Agent may enforce its rights and remedies hereunder without prior judicial process or hearing, and Borrower hereby expressly waives any defenses Borrower might otherwise have to require Agent to enforce its rights by judicial process. Borrower also waives any defense Borrower might otherwise have arising from the use of nonjudicial process, disposition of any or all of the Control PartyCollaterally Assigned Loan or from any other election of remedies. Borrower recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length. (ix) Without limiting any other rights or remedies of Agent, Agent shall have the right right, without prior notice to exercise Borrower and any such notice being expressly waived by Borrower to the extent permitted by applicable law, to set off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final) in any currency, and any other obligation, credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by or due from Agent or any Affiliate thereof to or for the credit of the account of Borrower to any obligations of Borrower hereunder to Agent. (x) Agent shall have, in addition to its rights afforded to a secured party and remedies under the Uniform Commercial Code or other Loan Documents, all of the rights and remedies provided by applicable lawfederal, state, foreign, and local laws as well as those provided in equity. Without limiting the generality of the foregoingimmediately foregoing sentence, National Rural agrees that the Collateral Agent shall have be entitled to set off the rightproceeds of the liquidation of the Collaterally Assigned Loan against all of Borrower’s Obligations to Agent, but only if so instructed by a the Control Party Order and subject whether or not such Obligations are then due, without prejudice to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or recover any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacteddeficiency. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, Foothill shall have, in addition to any other rights given by law or in this Agreement, in the Loan Agreement, or in any other agreement between Foothill and Pledgor, all of the rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, and remedies with respect to the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting Code, and also shall have, without limitation, the generality of the foregoingfollowing rights, National Rural which Pledgor hereby agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) be commercially reasonable: 11.1 to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of transfer all or any part of the Pledged Collateral into the Foothill's name or the name of its nominee or nominees; 11.2 all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.1 and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.2 shall, at a Foothill's option, cease, and all such rights shall, at Foothill's option, thereupon become vested in Foothill, and Foothill shall, at its option, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments. Any payments received by Pledgor contrary to the provisions of this Section 11.2 shall be held in trust by Pledgor for the benefit of Foothill, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Foothill, with any necessary endorsement; 11.3 to vote the Shares (whether or not transferred into the name of the Foothill), and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS FOOTHILL THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE SOONER TO OCCUR OF: (a) THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS; AND (b) APRIL 3, 2008. 11.4 at any time or from time to time, to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or at any broker’s board adjournment thereof or on any securities exchangeto redeem or otherwise (all of which are hereby waived by Pledgor), for cash, upon on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent shall deem appropriate. The Collateral Agent Foothill in its absolute discretion may determine; provided, that at least five days notice of the time and place of any such sale shall be authorized at given to Pledgor. Foothill shall not be obligated to make any such sale of securities (Collateral regardless of whether any such notice of sale has therefore been given. Pledgor hereby waives any other requirement of notice, demand, or advertisement for sale, to the extent permitted by law. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if it deems it advisable any, of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Foothill may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Foothill shall not be liable for failure to do so) collect or realize upon any or all of the Collateral or for any delay in so doing nor shall Foothill be under any obligation to restrict take any action whatsoever with regard thereto; 11.5 to buy the Collateral, in its own name, or in the name of a designee or nominee. Foothill shall have the right to execute any document or form, in its name or in the name of the Pledgor, that may be necessary or desirable in connection with such sale of the Collateral. 11.6 to sell the Collateral by a private placement, restricting bidders and prospective bidders or purchasers to Persons those who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment only and not with a view for distribution. In so doing, Foothill may solicit offers to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which buy the Collateral, or portion thereofany part of it for cash, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state from a limited number of investors deemed by Foothill, in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereofits reasonable credit judgment, to be sold may responsible parties who might be sold interested in one lot as an entirety or in separate parcelspurchasing the Collateral. If Foothill shall solicit such offers from not less than four such investors, as then the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless acceptance by Foothill of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 highest offer obtained therefor shall be deemed to conform be a commercial reasonable method of disposition of such Collateral, even though the sales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering. Notwithstanding the foregoing, should Foothill determine that, prior to any public offering of any securities contained in the Collateral, such securities should be registered under the '33 Act and/or registered or qualified under any other United States federal or state law, and that such registration and/or qualification is not practical, Pledgor agrees that it will be commercially reasonable standards if a private sale is arranged so as provided in Section 9-610(b) of to avoid a public offering even if offers are solicited from fewer than four investors, and even though the Uniform Commercial Code or its equivalent in other jurisdictionssales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering.

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, Foothill shall have, in addition to any other rights given by law or in this Agreement, in the Loan Agreement, or in any other agreement between Foothill and Pledgor, all of the rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, and remedies with respect to the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting Code, and also shall have, without limitation, the generality of the foregoingfollowing rights, National Rural which Pledgor hereby agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) be commercially reasonable: 11.1 to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of transfer all or any part of the Pledged Collateral into Foothill's name or the name of its nominee or nominees; 11.2 all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 5.1 and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to Section 5.2 shall, at a Foothill's option, cease, and all such rights shall, at Foothill's option, thereupon become vested in Foothill, and Foothill shall, at its option, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments. Any payments received by Pledgor contrary to the provisions of this Section shall be held in trust by Pledgor for the benefit of Foothill, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Foothill, with any necessary endorsement; 11.3 to vote the Shares (whether or not transferred into the name of the Foothill), and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS FOOTHILL THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE SOONER TO OCCUR OF: (a) THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS; AND (b) TEN YEARS FROM THE DATE HEREOF; 11.4 at any time or from time to time, to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or at any broker’s board adjournment thereof or on any securities exchangeto redeem or otherwise (all of which are hereby waived by Pledgor), for cash, upon on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized Foothill in its absolute discretion may determine; provided, that at any such sale least five days notice of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent time and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation place of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such salegiven to Pledgor. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent Foothill shall not be obligated to make any such sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that whether any such notice of sale of such Pledged Collateral shall have has therefore been given. The Collateral Agent mayPledgor hereby waives any other requirement of notice, without notice demand, or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed advertisement for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, private) whether before or after sale made pursuant to this Pledge Agreementhereunder, and all rights, if any, of marshalling the Control Party Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Foothill may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (and purchase all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be so sold free to carry out from any such sale pursuant to such agreement and National Rural right or equity of redemption. Foothill shall not be entitled liable for failure to the return of the Pledged Collateral collect or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.realize upon

Remedies Upon Default. If (a) Upon the occurrence and during the continuance of an Event of Default Default, Agent shall have occurred such rights and remedies with respect to the Collateral which it may have at law, in equity, or under this Assignment, including, without limitation, the right to acquire Grantor’s Membership Interest in Fast Forward pursuant to this Assignment, and, in such event, Agent shall have the right, but not the obligation, to be admitted as a member of Fast Forward with respect to the Membership Interest, and thereupon Agent shall enjoy all of the rights and privileges and be continuingresponsible for all obligations of Grantor to operate, manage and control Fast Forward, all as if Agent was a member of Fast Forward in lieu of Grantor; and/or Agent shall have the right to take possession of the Collateral and cause the transfer and register in its name or in the name of its designee the whole or any part (including, without limitation, the Control Party economic benefits only of the Membership Interest) of the Collateral, exercise any rights or powers with respect thereto, collect and receive all distributions made thereon, sell in one or more sales, after 10 days’ notice of the time and place of any public sale or of the time after which a private sale is to take place (which notice Grantor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part (including, without limitation, the economic benefits only of the Membership Interest) of the Collateral, and otherwise act with respect to the Collateral as though Agent was the outright owner thereof. Grantor hereby irrevocably constitutes and appoints Agent as its attorney-in-fact, with full power of substitution, to, upon the occurrence and during the continuance of an Event of Default, sign any document or take any action in order to do any of the foregoing, provided, however, that Agent shall not have any duty to exercise any such right or to preserve the same and shall not be liable for any failure to do so or for any delay in doing so. Any sale shall be made at a public or private sale at any place to be named in the notice of sale, either for cash or upon credit or for future delivery as Agent decides, and Agent may issue a notice be the purchaser of the whole or any part (including, without limitation, the economic benefits only of the Membership Interest) of the Collateral so sold by public sale and hold the same thereafter in its own right free from any claim of Grantor. Any purchaser or any agent of such purchaser (a “Control Party Notice Purchaser”) of Default”)the Collateral, which at such Purchaser’s election, may become a substitute member of Fast Forward. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be combined conducted by an auctioneer or any officer or agent of Agent. Agent shall apply the proceeds of any sale and any other proceeds of the Collateral first to the payment of the reasonable costs and expenses incurred by Agent in connection with such sale or collection, including, without limitation, reasonable attorneys’ fees and legal expenses, then to the notice provided under Section 4.01(b)payment of the Obligations, suspending the rights on account of National Rural under Section 2.08 in part without suspending all such rights (principal or interest or otherwise, as specified by the Control Party Agent in its sole discretion may elect. (b) Grantor agrees that following the occurrence and during the continuance of an Event of Default, it will not at any time plead, claim or take the benefit of any appraisal, valuation, stay, extension or moratorium law now or hereafter in force in order to prevent or delay the enforcement of this Assignment, or the absolute discretionsale of the whole or any part (including, without limitation, the economic benefits only of the Membership Interest) without waiving of the Collateral or otherwise affecting the Control Party’s possession thereof by any Purchaser at any sale hereunder, and Grantor waives the benefit of all such laws to the extent it lawfully may do so. In addition to all the rights and remedies given to give additional Control Party Notices Agent by this Assignment and the Loan Documents, Agent shall have all the rights and remedies of Default from time to time suspending other rights a secured party under Section 2.08 so long as the Code. If an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural Grantor agrees that the Collateral Agent shall have the it will not interfere with any right, but only if so instructed by a the Control Party Order and subject to the requirements power or remedy of applicable law and the Collateral Agent’s right (Agent provided for in its sole and absolute discretion) to receive indemnification this Assignment or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits existing at law or in equity or by statute or otherwise, or the exercise or commencement of the exercise by Agent of any one or more of such rights, powers or remedies. No failure or delay on the part of Agent to foreclose this Pledge Agreement exercise any such right, power or remedy and no notice or demand which may be given to sell or made upon Grantor by Agent with respect to any such remedies shall operate as a waiver thereof, or limit or impair Agent’s right to take any action or to exercise any power or remedy hereunder, without notice or demand, or prejudice its rights as against Grantor in any respect. (c) If an Event of Default has occurred and is continuing, Grantor shall cause all proceeds of the Collateral or to be paid directly to Agent, and any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding such proceeds collected by a court-appointed receiver. Any sale pursuant Grantor with respect to the provisions Collateral shall be delivered to Agent forthwith upon receipt, in the original form in which received, bearing such endorsements or assignments by Grantor as may be necessary to permit collection thereof by Agent and for such purpose. Grantor hereby irrevocably authorizes and employs Agent, its officers, employees and authorized agents to endorse and sign the name of this Section 4.02 shall Grantor on all checks, drafts, money orders or other media of payment so delivered and such endorsements or assignments shall, for all purposes, be deemed to conform have been made by Grantor prior to any endorsement or assignment thereof by Agent. Agent may use any convenient or customary means for the commercially reasonable standards as provided in Section 9-610(bpurpose of collecting such checks, drafts, money orders or other media of payment. (d) Grantor further agrees that a breach of any of the Uniform Commercial Code covenants and agreements contained in this Assignment will cause irreparable injury to Agent and that Agent shall have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant and agreement contained in this Assignment shall be specifically enforceable against Grantor and Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants and/or agreements except for a defense that the Obligations are not then due and payable in accordance with the agreements and instruments governing and evidencing such obligations. (e) Agent may pursue its rights and remedies without first proceeding under any of the other remedies available under any other documents or agreements held by Agent and Agent may resort to any remedies, at the same or different times, as Agent may deem advisable in its equivalent in other jurisdictionssole discretion.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party RUS may issue a notice (a “Control Party an "RUS Notice of Default”"), which may be combined with the notice provided under Section 4.01(b5.01(b), suspending the rights of National Rural the Borrower under Section 2.08 3.08 in part without suspending all such rights (as specified by the Control Party RUS in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s RUS' rights to give additional Control Party RUS Notices of Default from time to time suspending other rights under Section 2.08 3.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.025.02, upon cessation of an Event of Default, all rights of National Rural the Borrower suspended under the applicable Control Party RUS Notice of Default shall revest in National Ruralthe Borrower. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control PartyRUS, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural the Borrower agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party an RUS Order and subject to the requirements of applicable law and the Collateral Agent’s 's right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s 's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralthe Borrower, and National Rural the Borrower hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural the Borrower 10 days’ ' written notice (which National Rural the Borrower agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s 's intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s 's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuingSubject to the Senior Lien Intercreditor Agreement, the Control Party may issue a notice (a “Control Party Notice Priority Lien Intercreditor Agreement and applicable Requirements of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02Law, upon cessation the occurrence and during the continuance of an Event of Default, all rights each Pledgor agrees to deliver each item of National Rural suspended under Collateral to the applicable Control Party Notice of Default Applicable Agent on demand and it is agreed that the Applicable Agent shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural each Pledgor agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and subject to the Collateral Agent’s right (in its sole terms and absolute discretion) to receive indemnification or other reasonable assurances that its costs conditions of the Senior Lien Intercreditor Agreement and expenses in connection therewith will be paidthe Priority Lien Intercreditor Agreement, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of securities a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralany Pledgor, and National Rural each Pledgor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) . The Collateral Agent shall give National Rural the applicable Pledgors 10 days’ written notice (which National Rural each Pledgor agrees is reasonable notice within the meaning of Section 9-611 9‑611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 4.01, the Control any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural any Pledgor (all said such rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral any Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 4.02 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an any Lease Event of Default, the Collateral Agent shall, for the benefit Default and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in thereafter so long as the future have under any rule of law or statute now existing or hereafter enacted. same shall be continuing, Lessor may (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, except in the case of a public sale, shall state Lease Event of Default of the time and place for such sale andtype described in Section 23(g), in the which case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale Lessor shall be held at such time deemed automatically without further act to have elected the remedy set forth in clause (d) below) exercise one or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless more of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (orfollowing remedies, to the extent permitted by lawApplicable Law, privateas Lessor in its sole discretion shall elect: (a) sale made Lessor may terminate or cancel this Lease Agreement, without prejudice to any other remedies of Lessor hereunder, with respect to all or any Item of Equipment, and whether or not this Lease Agreement has been so terminated, may enter the premises of Lessee, subject to Lessee's normal safety and security concerns, including standard confidentiality requirements, or any other party to take immediate possession of the Equipment and remove all or any Item of Equipment by summary proceedings or otherwise, or may cause Lessee, at Lessee's expense, to store, maintain, surrender and deliver possession of the Equipment or such Item in the same manner as provided in Section 6; (b) Lessor may hold, keep idle or lease to others any Item of Equipment, as Lessor in its sole discretion may determine, free and clear of any rights of Lessee, except that Lessee's obligation to pay Lease Payments for any Lease Payment Periods commencing after Lessee shall have been deprived of possession pursuant to this Pledge AgreementSection 24 shall be reduced by the net proceeds, if any, received by Lessor from leasing the Equipment or such Item to any Person other than Lessee for the same Lease Payment Periods or any portion thereof; (c) Lessor may sell the Equipment or any Item of Equipment at public or private sale as Lessor may determine, free and clear of any rights of Lessee, and Lessee shall pay to Lessor, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Lease Payments due for the Equipment or Item(s) so sold for any Lease Payment Period commencing after the date on which such sale occurs), the Control Party sum of (i) all unpaid Lease Payments payable for each Item of Equipment for all Lease Payment Periods through the date on which such sale occurs, plus (ii) an amount equal to the excess, if any, of (x) the Casualty Loss Value of the Item(s) of Equipment so sold over (y) the net proceeds of such sale, plus interest at the rate specified in Section 25 on the amount of such excess from the Payment Date until the date of actual payment, plus (iii) all unpaid Supplemental Payments due with respect to each Item of Equipment so sold, plus (iv) any unpaid Availability Fee; (d) whether or not Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights under subsection (a) or (b) above with respect to any Item(s) of Equipment, Lessor, by written notice to Lessee specifying a payment date, may bid demand that Lessee pay to Lessor, and Lessee shall pay to Lessor, on the payment date specified in such notice, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Lease Payment due for any Item(s) of Equipment for any Lease Payment Period commencing after the payment date specified in such notice and in lieu of the exercise by Lessor of its remedies under subsection (b) above in the case of a re-lease of such Item(s) or purchaseunder subsection (c) above with respect to a sale of such Item(s)), free the sum of (i) all unpaid Lease Payments payable for such Item(s) for all Lease Payment Periods through the payment date specified in such notice, plus (ii) all unpaid Supplemental Payments due with respect to such Item(s) as of the payment date specified in such notice, plus (iii) an amount equal to any Breakage Costs owed or paid by Lessor to Lenders in respect of the Notes or incurred by any Certificate Holder, plus (iv) an amount, with respect to each such Item, equal to the Casualty Loss Value of such Item(s), plus any accrued and unpaid Availability Fee; provided, however, upon payment in full by Lessee within ten (10) days of demand of all amounts due under this Section 24(c), Lessor will at the request and cost of Lessee furnish to or at the direction of Lessee a bill xx sale, without recourse or warranty (except as to the absence of Lessor Liens), and otherwise in form and substance reasonably satisfactory to Lessee and Lessor evidencing the transfer to or at the direction of Lessee, all of Lessor's right, title and interest in and to such Item(s), "as-is, where-is"; and (e) Lessor may exercise any other right or remedy which may be available to it under applicable law or proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof and terminate this Lease Agreement. In addition, Lessee shall be liable for all costs and expenses, including reasonable attorney's fees and expenses, incurred by Lessor, Collateral Agent, Administrative Agent or any Assignee by reason of the occurrence of any Lease Event of Default or the exercise of Lessor's remedies with respect thereto, including all reasonable costs and expenses incurred in connection with the return of the Equipment in accordance with Section 6 or in placing the Equipment in the condition required by said Section. Except as otherwise expressly provided above, no remedy referred to in this Section 24 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity; and the exercise or beginning of exercise by Lessor of any one or more of such remedies shall not constitute the exclusive election of such remedies and shall not preclude the simultaneous or later exercise by Lessor of any or all of such other remedies. No express or implied waiver by Lessor of any Lease Event of Default shall in any way be, or be construed to be, a waiver of any future or subsequent Lease Event of Default. To the extent permitted by applicable law) from , Lessee hereby waives any right rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use the Equipment in mitigation of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural Lessor's damages as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid set forth in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided 24 or which may otherwise limit or modify any of Lessor's rights and remedies in this Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions24.

Remedies Upon Default. If an Subject to Sections 11.2 and 11.3, (i) if any Event of Default under and as defined in the Credit Agreement, or (ii) after such time as all Obligations shall have been paid in full and the Credit Agreement and the Letters of Credit have terminated, and provided, that, the Pledged Collateral then secures the payment and performance of any obligations under any New Senior Debt Documents or any obligations under any Other Permitted Credit Exposure Documents, if any event of default under (A) any New Senior Debt Documents which are secured by the Pledged Collateral or (B) any Other Permitted Credit Exposure Documents which are secured by the Pledged Collateral, as the case may be, or (iii) after such time as all Senior Secured Obligations shall have been indefeasibly paid in full, and provided, that, the Pledged Collateral then secures the payment and performance of the Second Priority Secured Obligations, if any event of default under any Existing Holdings Senior Notes Indenture or any obligations under any Refinancing Senior Debt Documents which are secured by the Pledged Collateral, or (iv) after such time as all Senior Secured Obligations and all Second Priority Secured Obligations have been indefeasibly paid in full, and provided, that, the Pledged Collateral then secures the payment and performance of the Third Priority Secured Obligations, if any event of default under any New Junior Debt Document (each of the events of default described in the foregoing clauses (i) through (iv) (subject to any provisos set forth therein) being referred to herein as an “Event of Default”) shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction may exercise in respect of the Control PartyPledged Collateral, have in addition to other rights and remedies provided for herein or otherwise available to it, all the right to exercise any rights and all rights afforded to remedies of a secured party on default under the Uniform Commercial Code or other applicable law. Without limiting (the generality “Code”) in effect in the State of the foregoingNew York at that time, National Rural agrees that the and Collateral Agent shall have may also in its sole discretion, without notice except as specified below, sell the rightPledged Collateral or any part thereof in one or more parcels at public or private sale, but only if so instructed by a the Control Party Order and subject to the requirements at any exchange, broker’s board or at any of applicable law and the Collateral Agent’s right (in its sole offices or elsewhere, for cash, on credit or for future delivery, and absolute discretion) to receive indemnification at such price or prices and upon such other reasonable assurances that its costs and expenses in connection therewith will be paidterms as Collateral Agent may deem commercially reasonable, to sell or otherwise dispose irrespective of all the impact of any such sales on the market price of the Pledged Collateral. Collateral Agent or any part other Secured Party may be the purchaser of any or all of the Pledged Collateral at a public or private any such sale or at any broker’s board or on any securities exchangebut, except for Collateral Agent, shall not be entitled, for cashthe purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at such sale, upon to use and apply any of the Secured Obligations owed to such Person as a credit or for future delivery as on account of the purchase price of any Pledged Collateral Agent shall deem appropriatepayable by such Person at such sale. The Collateral Agent shall be authorized Each purchaser at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, absolutely free from any claim or right on the part of National Ruraleither Pledgor, and National Rural each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and and/or appraisal which National Rural it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (b10) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning to such Pledgor of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeshall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Each Pledgor hereby waives any claims against Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral is made on credit or for future deliveryCollateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral so sold for their own account, for investment and not with a view to the distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be retained by the at prices and on terms less favorable to Collateral Agent until the than those obtainable through a public sale price is paid by the purchaser or purchasers thereofwithout such restrictions (including, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold andwithout limitation, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any a public (or, to the extent permitted by law, private) sale offering made pursuant to this Pledge Agreement, a registration statement under the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by lawSecurities Act), the Pledged Collateral or and, notwithstanding such circumstances, agrees that any part thereof offered for private sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as deemed to have been made in a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement commercially reasonable manner and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such an agreement Pledgor would agree to do so. (c) If Collateral Agent determines to exercise its right to sell any or all Events of Default the Pledged Collateral, upon written request, each Pledgor shall have been remedied and the Obligations paid in full. As an alternative shall cause each issuer of any Pledged Shares to exercising the power of sale herein conferred upon it, the be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may proceed request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by a suit or suits at law or in equity to foreclose this Pledge Agreement Collateral Agent as exempt transactions under the Securities Act and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) rules of the Uniform Commercial Code or its equivalent Securities and Exchange Commission thereunder, as the same are from time to time in other jurisdictionseffect.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control The Party may issue a notice (a “Control Party Notice of Default”), as to which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has not occurred and is continuing. Subject to paragraph (beach a “Non-Defaulting Party”) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only so long as any Event of Default is continuing and has not been cured within the applicable cure periods, if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidany, to sell take any one or otherwise dispose of all or any part more of the Pledged Collateral at a public following actions: (A) suspend its performance under this Agreement, other than any payment obligations that may be due or private sale become due hereunder, until such Event of Default is cured or at any broker’s board or on any securities exchangeformally waived in writing by the Non-Defaulting Party; (B) in the case of the District only, terminate this Agreement and xxx for cash, upon credit or damages as contemplated in Section 15.03 below; (C) maintain successive proceedings against the Defaulting Party for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale recovery of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives damages (to the extent permitted by lawhereunder) or for a sum equal to any and all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is payments required to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free ; or (to the extent permitted by lawD) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits take whatever action at law or in equity as may be necessary or desirable to foreclose collect the amounts payable by the Defaulting Party under this Pledge Agreement Agreement, as then due or to become due thereafter, or to enforce performance and observation of any obligation, agreement or covenant of the Defaulting Party under this Agreement. If the District suspends performance pursuant to clause (A) above, the District shall act in a Commercially Reasonable manner to mitigate damages, including but not limited to using Commercially Reasonable efforts to sell the Collateral or Purchaser’s Percentage of Output to third parties on a short term basis. In such case, Purchaser shall pay for the full amount of the monthly Periodic Payments, and any portion thereof pursuant proceeds the District receives from the sale of such Output, net of Sales and Administrative Charges, fees, costs and expenses, as determined by the District to a judgment or decree be due, shall first be applied against amounts owed by the Purchaser hereunder with respect to such Output, with the balance, if any, being retained by the District. sole remedy shall be the recovery from the District of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant an amount equal to the provisions gross proceeds received by the District from the sale of this Section 4.02 shall be deemed to conform to Purchaser’s Share of Output that was the commercially reasonable standards as provided in Section 9-610(b) subject of the Uniform Commercial Code or its equivalent in other jurisdictionsbreach.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence breach or default by Pledgor or the Company of an Event this Agreement or Note, which is not cured pursuant the terms of Defaultthis Agreement or the Note, the Collateral Agent shallPledgee shall be entitled to vote all the Pledged Interest and receive all dividends and distributions thereon (which shall be delivered by the Company to the Pledgee), sell the Pledged Interest at a public or private sale for the benefit cash or otherwise, and at the direction of the Control Party, have the right to otherwise exercise any and all rights afforded and remedies available to a secured party upon default under the Uniform Commercial Code or otherwise with respect to the Pledged Interest. Xxxxxxx's pursuit of any remedy or remedies set forth in Paragraph 6 shall not constitute an election of remedies or preclude pursuit of any other applicable law. Without limiting remedy or remedies provided in this Paragraph 6 separately, or concurrently, or in any combination. (b) In case of any sale by the generality Pledgee of any of the foregoingPledged Interest on credit, National Rural or for future delivery, the shares so sold may be retained by the Pledgee until the sale price is received by the Pledgee. The Pledgee shall not incur any liability if the purchaser fails to pay for the Pledged Interest so sold. In case of any such failure, the Pledged Interest may be sold again, from time to time as determined by the Pledgee. Xxxxxxx agrees that the Collateral Agent shall have sending by the right, but only if so instructed by a Pledgee to Pledgor of notice of the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification date on or after which any private sale or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part intended disposition of the Pledged Collateral at Interest may be made, five (5) days in advance of such date, is considered reasonable notice. It is hereby agreed by Pledgor that a public private or private other sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as is considered to be a commercially reasonable manner of disposition of the Collateral Agent shall deem appropriatePledged Interest. The Collateral Agent Pledgee shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral Interest for their own account for investment and not with a view to the distribution or sale thereofthereof and, and upon consummation of any such sale sale, the Collateral Agent Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral Interest so sold. Each such purchaser at any such sale of Pledged Collateral shall hold receive the property shares sold absolutely, absolutely free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcelsfavor of Pledgor, as the Collateral Agent may (in its sole and absolute discretion) determineall of which are hereby waived by Pledgor. The Collateral Agent Pledgee shall not be obligated to make any sale of any Pledged Collateral Interest if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral Interest shall have been given. The Collateral Agent Pledgee may, without notice or publicationupon written notice, 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 sale, and such sale may, without further notice, may be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an any Event of Default shall have occurred and be continuing: (a) The Bank may (i) take or bring either in the name of the Pledgor or that of the Bank all steps, actions, suits or proceedings deemed by the Control Party may issue a notice (a “Control Party Notice Bank necessary or desirable to effect the payment of Default”), which may be combined all Distributions in respect of the Collateral directly to the Pledged Account or otherwise in accordance with the notice instructions of the Bank and (ii) exercise and enforce any right, privilege, power or remedy provided to the Pledgor under Section 4.01(b), suspending the rights of National Rural under Section 2.08 Company Agreements. Without in part without suspending all such rights (as specified by any way limiting the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Defaultforegoing, all rights of National Rural suspended the Pledgor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent any Company Agreement shall, for the benefit and at the direction option of the Control PartyBank (to be exercised as set forth below) (the “Voting Option”), cease, and all such rights shall, following the exercise of such Voting Option by the Bank, thereupon become vested in the Bank who shall thereupon have the sole right to exercise any or refrain from exercising such voting and all rights afforded other consensual rights. The Bank shall exercise the Voting Option by written notice from the Bank to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees Pledgor indicating that the Collateral Agent shall have Bank is exercising the right, but only if so instructed by a the Control Party Order and subject to the requirements Voting Option contained in Section 7(a) of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedthis Agreement. (b) The Bank may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Code (whether or not the Code applies to the affected Collateral) and also may sell the Collateral Agent or any part thereof at public or private sale, at any of the Bank’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Bank may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall give National Rural be required by law, at least 10 days’ written notice (which National Rural agrees is reasonable notice within to the meaning Pledgor of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineconstitute reasonable notification. The Collateral Agent Bank shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, Bank may 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 saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case . (c) The Bank may exercise the Pledgor’s rights to redeem or withdraw all or any portion of the interests in the Issuers included in the Collateral as, and in the manner, provided for under the relevant Company Agreement, and directly receive all such proceeds in respect of such redemption. (d) Any cash held by the Bank as Collateral and all cash proceeds received by the Bank in respect of any sale of of, collection from, or other realization upon, all or any part of the Pledged Collateral is made on credit or for future deliverymay, in the Pledged Collateral so sold may reasonable discretion of the Bank, be retained held by the Collateral Agent until Bank as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the sale price is paid Bank pursuant to Section 8 hereof) in whole or in part by the purchaser Bank against, all or purchasers thereof, but any part of the Collateral Agent Obligations in such order as the Bank shall not incur any liability elect. Any surplus of such cash or cash proceeds held by the Bank and remaining after payment in case any such purchaser full of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or purchasers as a court of competent jurisdiction shall fail to take up and pay for direct. (e) In the Pledged Collateral so sold and, in case event that the proceeds of any such failuresale, collection or realization are insufficient to pay all amounts to which the Bank is legally entitled, the Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate specified in the Note for interest on overdue principal thereof or such Pledged Collateral may lesser rate as shall be sold again upon like notice. At any public (or, to the extent permitted fixed by applicable law, privatetogether with the costs of collection and the fees and other client charges of any attorneys employed by the Bank to collect such deficiency. (f) The Pledgor recognizes that the Bank may not effect an immediate public sale made pursuant to this Pledge Agreement, the Control Party may bid for of any or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged securities held as Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and elect to sell the Collateral over a period of time and/or resort to one or more public or private sales thereof, which may result in prices, and be on other terms, less favorable to the Pledgor than if such sale were immediately made in a public sale. If, at the time of sale, the Bank reasonably determines that the Collateral may not be sold under Section 4(1) of, or another available exemption under, the Securities Act of 1933, as amended (the “Securities Act”), without restriction, the Bank, in its sole discretion at any portion such sale, may restrict the prospective bidders or purchasers as to their number, nature and investment intention (including, without limitation, requiring that the persons making such purchases represent and agree, to the satisfaction of the Bank, that they meet such criteria and are purchasing the securities for their own account, for investment and not with a view toward the distribution or resale of any thereof pursuant in violation of the Securities Act). The Bank may also sell such Collateral from time to time in limited quantities over a judgment or decree period of a court or courts having competent jurisdiction or pursuant time and in transactions limited to a proceeding “brokers’ transactions” if needed to comply with Rule 144 promulgated by a court-appointed receiverthe Securities and Exchange Commission under the Securities Act (“Rule 144”). Any sale may be made in one lot, as an entirety or in separate parcels, even if such sale is made at a discount from the then current market price of the securities and regardless of the availability of Section 4(1) of the Securities Act (without compliance with the restrictions under Rule 144), paragraph (b)(l) of Rule 144 or another exemption from the registration provisions of the Securities Act or registration under the Securities Act. (g) Notwithstanding anything contained in this Agreement to the contrary, the Bank acknowledges that the exercise of any rights and/or remedies granted pursuant to this Section is subject to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards Company Agreements and the Stockholders Agreement (as provided in Section 9-610(b) defined below), and the Bank agrees that it will not transfer any of the Uniform Commercial Code Pharma Interests or its equivalent AMRX Class B Shares included in other jurisdictionsthe Collateral, or any AMRX Class A Shares included in the Collateral resulting from the conversion of any Pharma Interests or AMRX Class B Shares, in violation of the provisions of the Third Amended and Restated Limited Liability Company Agreement of Pharma dated as of May 4, 2018 (the “Pharma Company Agreement”) or the Stockholders Agreement. As used herein, “Stockholders Agreement” has the meaning set forth in Amendment No. 1 to Form S-1 Registration Statement filed by AMRX with the Securities and Exchange Commission on May 9, 2018.

Remedies Upon Default. If an Event of Default shall have occurred and be continuingSubject to the First Lien/Second Lien Intercreditor Agreement, the Control Party may issue a notice First Lien/First Lien Intercreditor Agreement (a “Control Party Notice if entered into) and applicable Requirements of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02Law, upon cessation the occurrence and during the continuance of an Event of Default, all rights Holdings agrees to deliver each item of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, Pledged Collateral to the Collateral Agent shall, for on demand and it is agreed that the benefit and at the direction of the Control Party, Collateral Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural Holdings agrees that that, subject to applicable Requirements of Law, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into), the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject right to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose Dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of securities a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale Disposition of Pledged Collateral pursuant to this Section 5.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral such Disposition shall hold the property sold absolutely, free from any claim or right on the part of National RuralHoldings, and National Rural Holdings hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that Holdings now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) . The Collateral Agent shall give National Rural Holdings 10 daysBusiness Days’ written notice (which National Rural Holdings agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in Collateral pursuant to the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such saleforegoing paragraph. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 5.01, the Control any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural Holdings (all said such rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose Dispose of such property without further accountability to Pledged Collateral Holdings therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural Holdings shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 4.02 5.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction The Pledgee may exercise in respect of the Control PartyCollateral, have in addition to other rights and remedies provided for herein, all the right to exercise any rights and all rights afforded to remedies of a secured party after default under the Uniform Commercial Code or other applicable law. Without limiting UCC in effect at that time, and the generality of the foregoingPledgee may, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements final paragraph of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidthis Section 11, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and and, subject to the terms of the organizational documents of the Borrower, to sell the Collateral or any portion thereof whether, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiverreceiver at a public or private sale, at any exchange, broker’s board or otherwise or at any office of the Pledgee or elsewhere, for cash, on credit or for future delivery and upon such other terms as the Pledgee may deem commercially reasonable. Any sale The parties hereby agree that nothing herein shall prohibit the Pledgee from purchasing any of the Collateral pursuant to such sale. (b) The Pledgor recognizes that, during the period the Pledged Interests are not Marketable Securities, it may be impracticable to effect a public sale of all or any part of the Pledged Interests and that the Pledgee may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Pledgee shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. The Pledgor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than ten (10) bona fide offerees shall, in each case be deemed to involve a “public sale” for the purposes of the UCC (or any successor or similar, applicable statutory provision) as then in effect, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that the Pledgee may, in such event, bid for the purchase of such securities. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to the Pledgor of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. The Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (c) Any cash held by the Pledgee as Collateral and all cash proceeds received by the Pledgee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral (including, without limitation, any investment income thereon) shall be applied by the Pledgee pursuant to the terms of Section 5.02 of the Security Agreement. (d) Pledgee shall have the right to request the NBA provide its written approval of a Foreclosure (as defined in the NBA Consent) of the MSGEC Collateral (as defined in the NBA Consent). In the event the NBA shall fail to approve such Foreclosure within thirty (30) days of such request, the Pledgor shall, until such time as the Pledgee has notified the Pledgor that no further sales of the MSGEC Interests are required, (i) sell that portion of the MSGEC Interests in an amount equal to the lesser of (x) the Release Price (as defined in the NBA Consent) and (y) the amount of the Guaranteed Obligations (as defined in the Guaranty Agreement) then owed to the Secured Parties under the Loan Documents in equal 1/6th installments over the next six (6) consecutive calendar months and (ii) apply the proceeds of such sales of the MSGEC Interests to repay the Guaranteed Obligations in full. (e) Notwithstanding anything to the contrary in this Section 11 or any of the other provisions hereof, it is acknowledged and agreed, in each case solely with respect to the MSGEC Interests, that (A) the exercise by the Administrative Agent or any Secured Party (whether through the Administrative Agent or otherwise) of any rights or remedies hereunder will be made in accordance with, and subject to, the terms of the NBA Consent, the terms, conditions and provisions of which each of the Pledgor, the Administrative Agent and each Secured Party has accepted as reasonable and appropriate, (B) each of the provisions of this Section 4.02 Agreement shall be subject to the terms of the NBA Consent and (C) in the event of any conflict between the terms of the NBA Consent, on the one hand, and the terms of this Agreement, on the other hand, the terms of the NBA Consent will control. Each Secured Party shall be deemed irrevocably to conform authorize the Administrative Agent to execute, deliver and perform on its behalf the (i) NBA Consent and (ii) all amendments, modifications, extensions, waivers, other acts in connection with the NBA Consent if the Administrative Agent determines, in its reasonable discretion, that any such amendment, modification, extension, waiver or other act in connection with the NBA Consent is not material and will not adversely affect the rights of the Secured Parties. Notwithstanding the foregoing provisions of this Section 11 or any other provision contained in this Pledge Agreement relating to the commercially reasonable standards as provided Pledgee’s rights and remedies in Section 9-610(b) connection with an Event of Default, upon the occurrence and during the continuance of an Event of Default, the Borrower may pay in cash to the Pledgee the then full outstanding amount of the Uniform Commercial Code or its equivalent in other jurisdictionsSecured Obligations, which upon receipt of such cash the Security Interest shall be released pursuant to Section 14.

Remedies Upon Default. 3.2.1 If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) City breaches any material term of this Section 4.02Agreement, upon cessation of an Event of Default, all rights of National Rural suspended under then the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon District may give the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ City written notice (which National Rural agrees is reasonable notice within “Default Notice”) stating the meaning of Section 9-611 nature of the Uniform Commercial Code or its equivalent in other jurisdictions) default and describing with reasonable specificity the actions required of the Collateral Agent’s intention City to make any sale of Pledged Collateralcure such default. Such notice, If the City has not cured such default in accordance with the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times Default Notice within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice thirty (if any30) days after receipt of such sale. At any such sale, the Pledged Collateral, or portion thereof, Default Notice (subject to be sold may be sold in one lot extension as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by lawprovided below), then the Pledged Collateral or any part thereof offered for sale and District may make payment on account thereof by using any claim then due and payable to suspend the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance performance of its obligations under this Agreement until such material default is cured in accordance with the terms of sale, hold, retain and dispose of the Default Notice. So long as such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase material default is not cured in accordance with the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return terms of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon itNotice, the Collateral Agent District may proceed by a suit exercise any other right or suits remedy available to it at law or in equity equity, including, without limitation, the District’s right to foreclose this Pledge Agreement recover all of its reasonable attorneys’ fees and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards enforcement costs as provided in Section 9-610(b) 3.9 below. 3.2.2 If the District breaches any material term of this Agreement, then the City may give the District a Default Notice stating the nature of the Uniform Commercial Code default and describing with reasonable specificity the actions required of the District to cure such default. If the District has not cured such default in accordance with the Default Notice within thirty (30) days after receipt of such Default Notice (subject to extension as provided below), then the City may exercise any right or remedy available to it at law or in equity; provided, however, the City’s damages shall not exceed the aggregate amount of all Total Costs that the City is entitled to pursuant to this Agreement and that have not previously been reimbursed by the District together with all costs incurred by the City in enforcing its equivalent rights and remedies under this Agreement, including, without limitation, the City’s right to recover all of its reasonable attorneys’ fees and enforcement costs as provided in other jurisdictions.Section 3.2.3 Notwithstanding the foregoing, both the District’s and the City’s time to remedy its breach shall be extended a reasonable time if such breach cannot reasonably be remedied within a thirty (30)-day-cure period so long

Remedies Upon Default. If Upon an Event of Default shall have occurred under and be continuingas defined in the Loan Agreement, FMC may pursue any or all of the Control Party may issue a following remedies, without any notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (to Guarantor except as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.required below: (a) Upon the occurrence FMC may give written notice of an Event default to Guarantor, following which Guarantor shall not dispose of, conceal, transfer, sell or encumber any of Default, the Collateral Agent shall(including, for but not limited to, cash proceeds) without FMC's prior written consent, even if such disposition is otherwise permitted hereunder in the benefit and at ordinary course of business. Any such disposition, concealment, transfer or sale after the direction giving of such notice shall constitute a wrongful conversion of the Control Party, have the right to exercise any and all rights afforded to Collateral. FMC may obtain a secured party under the Uniform Commercial Code temporary restraining order or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if equitable relief to enforce Guarantor's obligation to refrain from so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedimpairing FMC's Collateral. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning FMC may take possession of Section 9-611 any or all of the Uniform Commercial Code or its equivalent Collateral. Guarantor hereby consents to FMC's entry into any of Guarantor's premises to repossess Collateral, and specifically consents to FMC's forcible entry thereto as long as FMC causes no significant damage to the Premises in other jurisdictionsthe process of entry (frilling of locks, cutting of chains and the like do nox xx xxxmselves cause "significant" damage for the purposes hereof) and provided that FMC accomplishes such entry without a breach of the peace. (c) FMC may dispose of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a at private or public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public required notice of sale shall be held deemed commercially reasonable if given at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice least five (if any5) of such days prior to sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold FMC may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale to a different time or cause the same to be adjourned from time to time by announcement at the time and place fixed for salewithout notice or publication of such adjournment, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case may adjourn any sale of all either before or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged after offers are received. The Collateral may be sold again upon like noticein such lots as FMC may elect, in its sole discretion. At FMC may take such action as it may deem necessary to repair, protect, or maintain the Collateral pending its disposition. (d) FMC may recover any public (or, or all proceeds of accounts from any bank or other custodian who may have possession thereof. Guarantor hereby authorizes and directs all custodians of Guarantor's assets to the extent permitted comply with any demand for payment made by law, private) sale made FMC pursuant to this Pledge Agreement, without the Control Party may bid for or purchase, free (need of confirmation from Guarantor and without making any inquiry as to the extent permitted existence of an Event of Default or any other matter. FMC may engage a collection agent to collect accounts for a reasonable percentage commission or for any other reasonable compensation arrangement. (e) FMC may notify any or all account debtors that subsequent payments must be made directly to FMC or its designated agent. Such notice may be made over FMC's signature or over Guarantor's name with no signature or both, in FMC's discretion. Guarantor hereby authorizes and directs all existing or future account debtors to comply with any such notice given by law) FMC, without the need of confirmation from Guarantor and without making any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released inquiry as to the extent permitted existence of an Event of Default or as to any other matter. (f) FMC may, but shall not be obligated to, take such measures as FMC may deem necessary in order to collect any or all of the accounts. Without limiting the foregoing, FMC may institute any administrative or judicial action that it may deem necessary in the course of collecting and enforcing any or all of the accounts. Any administrative or judicial action or other action taken by law)FMC in the course of collecting the accounts may be taken by FMC in its own name or in Guarantor's name. FMC may compromise any disputed claims and may otherwise enter into settlements with account debtors or obligors under the accounts, which compromises or settlements shall be binding upon Guarantor. FMC shall have no duty to pursue collection of any account, and may abandon efforts to collect any account after such efforts are initiated. (g) FMC may, with respect to any account involving uncompleted performance by Guarantor, and with respect to any general intangible or other Collateral whose value may be preserved by additional performance on Guarantor's part, take such action as FMC may deem appropriate including, but not limited, to performing or causing the performance of any obligation of Guarantor thereunder, the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable making of payments to the Control Party from National Rural as a credit against the purchase priceprevent defaults thereunder, and the Control Party may, upon compliance granting of adequate assurances to other parties thereto with the terms of sale, hold, retain and dispose of respect to future performance. FMC's action with respect to any such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral accounts or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural general intangibles shall not be entitled render FMC liable for further performance thereunder unless FMC so agrees in writing. (h) FMC may exercise its lien upon and right of setoff against any monies, items, credits, deposits or instruments that FMC may have in its possession and that belong to Guarantor or to any other person or entity liable for the return payment of any or all of the Pledged Collateral Obligations. (i) FMC may exercise any right that it may have under any other document evidencing or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and securing the Obligations paid in full. As an alternative or otherwise available to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits FMC at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsequity.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party Fxxxxx Mac may issue a notice (a “Control Party Fxxxxx Mac Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party Fxxxxx Mac in its sole and absolute discretion) without waiving or otherwise affecting the Control PartyFxxxxx Mac’s rights to give additional Control Party Fxxxxx Mac Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Fxxxxx Mac Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control PartyFxxxxx Mac, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Fxxxxx Mac Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party Fxxxxx Mac may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party Fxxxxx Mac from National Rural as a credit against the purchase price, and the Control Party Fxxxxx Mac may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If (a) During the continuance of one or more (b) During the continuance of one or more Events of Default, the Lender shall have the right to obtain physical possession of all files of the Company relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come in to the possession of the Company or any third party acting for the Company. The Lender shall be entitled to specific performance of all agreements of the Company contained in this Agreement, the Contribution and Servicing Agreement and the Collateral Agreement. (c) During the continuance of one or more Events of Default, the Lender shall have the right to withdraw all funds on deposit in the Loan Accounts, the Concentration Account and the Cash Collateral Account for application to pay amounts due to the Lender under the Secured Note, the Secured Credit Line Agreement, the Contribution and Servicing Agreement, the Guaranty and the Collateral Agreement, collect and receive all further payments made on the Collateral, and if any such payments are received by the Company, the Company shall not commingle the amounts received with other funds of the Company and shall promptly pay them over to the Lender. In addition, the Lender shall have the right to dispose of the Collateral as provided herein, or as provided in the other documents executed in connection herewith, or in any commercially reasonable manner, or as provided by law. Such disposition may be on either a servicing-released or a servicing-retained basis at the sole option of the Lender. The Lender shall have all other rights of secured lenders under applicable law. The Lender shall be entitled to place the Loans which it recovers after an Event of Default in a pool for issuance of asset-backed securities and to sell such securities subject to the applicable requirements of the New York UCC. The Lender shall have occurred and also be continuing, entitled to sell any or all of such Loans individually subject to the Control Party may issue a notice (a “Control Party Notice applicable requirements of Default”), which may be combined with the notice provided under New York UCC. The specification in this Section 4.01(b), suspending of manners of disposition of collateral as being commercially reasonable shall not preclude the rights use of National Rural under Section 2.08 in part without suspending all such rights other commercially reasonable methods (as specified contemplated by the Control Party in its sole and absolute discretionNew York UCC) without waiving or otherwise affecting at the Control Party’s rights to give additional Control Party Notices option of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National RuralLender. (ad) Upon After the occurrence and during the continuance of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Lender shall have the right to assign, transfer appropriate and deliver apply to the purchaser payment of the Secured Obligations (whether or purchasers thereof not then due) any and all balances, credits, deposits, accounts or moneys of the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold Company or DVI then or thereafter maintained with the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedLender. (be) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 All rights and remedies of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold Lender may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained exercised by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsLender's behalf.

Remedies Upon Default. If (a) Anything herein contained to the contrary notwithstanding, if and while the Grantor shall be in default hereunder or an Event of Default shall have occurred and be continuingexists under the Loan Documents, the Control Party Grantor hereby covenants and agrees that the Lender as the holder of a security interest under the Uniform Commercial Code, as now or hereafter in effect in Pennsylvania, may issue a notice (a “Control Party Notice of Default”)take such action permitted under the Loan Documents or permitted by law, which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole exclusive discretion, to foreclose upon the Copyrights covered hereby. (b) For such purposes, and absolute discretion) without waiving or otherwise affecting in the Control Party’s rights to give additional Control Party Notices event of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred under the Loan Documents and is continuingwhile such Event of Default exists, the Grantor hereby authorizes and empowers the Lender to make, constitute and appoint any officer or agent of the Lender as the Lender may select, in its exclusive discretion, as the Grantor’s true and lawful attorney-in-fact, with the power to endorse the Grantor’s name on all applications, documents, papers and instruments necessary for the Lender to use the Copyrights or to grant or issue any exclusive or non-exclusive license under the Copyrights to anyone else, or necessary for the Lender to assign, pledge, convey or otherwise transfer title in or dispose of the Copyrights to anyone else. Subject The Grantor hereby ratifies all that such attorney shall lawfully do or cause to paragraph (b) be done by virtue hereof, except for the gross negligence or willful misconduct of such attorney. This power of attorney shall be irrevocable for the life of this Section 4.02Rider and the Loan Documents, upon cessation of an Event of Default, and until all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest Obligations (as defined in National Ruralthe Security Agreement) are satisfied in full. (ac) The Grantor expressly acknowledges that a Notice of Security Interest (i.e. this Rider) or equivalent document shall be recorded with the Library of Congress, Copyright Office in Washington, D.C. Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent Grantor shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer also execute and deliver to the purchaser or purchasers thereof Lender such documents as the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral Lender shall hold reasonably request to permanently assign all rights in the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (Copyrights to the extent permitted by law) all rights of redemptionLender. After such occurrence, stay and appraisal which National Rural now has or may the Lender may, at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such noticesole option, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At record any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance documents with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsCopyright Office.