Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Days’ notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees that, that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks in the city and state where Secured Party is located in disposing of property similar to the extent notice of sale Collateral shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is deemed to be made shall constitute reasonable notificationcommercially reasonable. (fc) Pledgor hereby acknowledges that the sale by Secured Party shall not be obligated of any Collateral pursuant to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made terms hereof in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 19331933 as now in effect or as hereafter amended, as amended or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”)), and Grantor and as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which Secured Party agree or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that such private sales shall in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (hd) If Secured Party disposes shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Secured Party, advisable to register such Collateral 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 prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Collateral, Xxxxxxx agrees as requested by Secured Party; (iii) cause the Issuers to pay any deficiency remaining after application make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the net proceeds Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, to any indebtedness secured herebyperson, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party’s rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section may be specifically enforced. (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any (a) Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, Secured Party shall have occurred: (a) Secured Party may exercise, in respect of the Collateralany jurisdiction where enforcement hereof is sought, in addition to any and all other rights and remedies provided for herein or otherwise available to itthat Secured Party may have under this Agreement and by law, all the rights and remedies of a secured party under the CodeUniform Commercial Code and in addition the following rights and remedies, all of which may be exercised with or without further notice to Debtor: (i) to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the collateral; and to give all consents, waivers and ratifications in respect of the collateral and exercise all other rights, powers and remedies and otherwise act with respect thereto as if it were the owner thereof; (ii) to enforce payment and prosecute any action or proceeding with respect to any and all of the collateral and take or bring, in Secured Party's name or in the name of Debtor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the collateral; (iii) to endorse, in the name of Debtor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the collateral; to transfer any or all of the collateral into the name of Secured Party or its nominee or nominees; and to receive, open and dispose of all mail addressed to Debtor and notify the postal authorities to change the address for delivery thereof to such address as Secured Party may also designate; and (iv) to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the collateral by any available judicial procedure or without notice except as specified below) sell judicial process; to sell, assign, lease, or otherwise dispose of the Collateral collateral or any part thereof, either at public or private sale, at Secured Party’s office in lots or elsewherein bulk, for cash, on credit or for future delivery delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to Secured Party; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. (b) Secured Party shall give Debtor at least five days' written notice of sale of all or any part of the collateral or of any proposal by Secured Party to retain the collateral or any part thereof in satisfaction of the indebtedness. Any sale of the collateral shall be held at such time or times and at such price place or prices and upon such other terms places as Secured Party may deem to be commercially reasonable as allowed under determine in the Codeexercise of its sole discretion. Secured Party may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for and purchase for the account of Secured Party or any nominee of Secured Party the whole or any part of the collateral. Secured Party shall not be obligated to make any sale of Collateral the collateral if it shall determine not to do so regardless of the fact that notice of sale having of the collateral may have been given. Secured Party may may, without notice or publication, adjourn any public or private the sale from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. (bc) All cash proceeds received by Secured Party may, in respect of any sale ofits sole and absolute discretion, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) sell all or any part of the Collateral may, collateral at private sale in the sole discretion of Secured Party, be held by such manner and under such circumstances as Secured Party as collateral formay deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any of the collateral is sold at private sale (and with the requisite notice to Debtor pursuant to Section 8 hereofSubsection (b) by above), Debtor agrees that if the collateral is sold for a price which Secured PartyParty in good faith believes to be reasonable, then (A) the sale shall be deemed to be commercially reasonable in all respects, (B) Debtor shall not be entitled to a credit against all or any part the indebtedness in an amount in excess of the Indebtednesssale price, in such order as the and (C) Secured Party shall elect, in its sole discretion. Any surplus of such cash incur no liability or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over responsibility to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights Debtor in connection with therewith, notwithstanding the Collateralpossibility that a substantially higher price might have been realized at a public sale. (d) Grantor Debtor hereby acknowledges and agrees that Secured Party shall not be limited in any way with respect to the parties to which the collateral may be sold, whether at a public or private sale. Debtor specifically acknowledges and agrees that Secured Party may, without any liability whatsoever to Debtor, contact one or more competitors of Debtor, regarding a sale of the collateral, and Secured Party may sell all or any portion of the collateral to any one or more of such competitors or other parties, as Secured Party deems appropriate in its capacity as a secured party and without regard to the impact such a sale may have on Debtor, or its management or operations. (e) Upon consummation of any sale of the collateral, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the collateral so sold. Each such purchaser at any such sale shall hold the collateral sold absolutely free from any claim or right on the part of Debtor, and Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives If the sale of all or any claims against part of the collateral is made on credit or for future delivery, Secured Party by reason shall not be required to apply any portion of the fact that sale price to the price at which indebtedness until such amount is actually received by Secured Party, and any Collateral collateral so sold may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if be retained by Secured Party accepts until the first offer received and does sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not offer incur any liability in case any such Collateral purchaser or purchasers shall fail to more than one of offeree. (e) Grantor agrees thatpay for the collateral so sold and, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place in case of any public sale or such failure, the time after which any private sale is to collateral may be made shall constitute reasonable notificationsold again upon like notice. (f) The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the collateral shall be applied first, to the reasonable costs and expenses (including reasonable attorneys' fees) of retaking, holding, storing, processing and preparing for sale, selling, collecting, liquidating and the like; second, to the satisfaction of all indebtedness and obligations secured hereby in such order and manner as Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole and absolute discretion may determine. Debtor shall be liable to sell all Secured Party and shall pay to Secured Party on demand any deficiency which may remain after any such sale, disposition, collection or a part liquidation of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actcollateral. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event Upon the occurrence and during the continuance of a Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition shall be entitled to exercise any and all other rights granted to it by the Note, the Credit Agreement, and remedies provided for herein or otherwise available this Pledge Agreement. (b) Secured Party shall be entitled to it, exercise any and all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Texas (the "Code"), and may also any and all rights granted by any other applicable law or statute, including, without limitation, the right to take whatever steps it deems reasonably necessary to preserve the value of the Collateral pledged to it or in which it otherwise has a security interest and to enforce and realize upon such security interest in such Collateral. (c) Secured Party may, upon notice to Pledgor (i) without giving notice except as specified to the Pledgor, apply, in the manner set forth in Section 6 below, any cash dividends or interest received by it and (ii) if following such application, there shall remain outstanding any obligations, sell the Collateral remaining Collateral, or any part thereof, at public or private sale, at Secured Party’s office or elsewhere, for cash, upon credit or for future delivery as Secured Party shall deem appropriate. Secured Party shall be authorized at any such sale (if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that Pledgor now has or may at any time in the future have, under any rule of law or statute now existing or hereafter enacted. (d) Secured Party shall give Pledgor ten (10) days' written notice of Secured Party's intention to make any such public or private sale. Such notice, in case of public sale, shall state the time and place for such sale, and, in the case of private sale, the day on which the Collateral, or any portion thereof, will first be offered for sale. Any such public sale shall be held at such time or times within the ordinary business hours and at such price place or prices and upon such other terms places as Secured Party may deem fix and shall state in the notice of such sale. At any sale, the Collateral, or any portion thereof, to be commercially reasonable sold may be sold in one lot as allowed under the Codean entirety or in separate parcels, as Secured Party may (in its sole and absolute discretion) determine. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of Collateral may have been given. Secured Party may 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 thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. (b) All cash proceeds received by Secured Party in respect . In the event a sale of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral mayis made on credit or for future delivery, in the sole discretion of Secured Party, Collateral so sold may be held retained by Secured Party as collateral foruntil the sale price is paid by the purchaser or purchasers thereof, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the but Secured Party shall electnot incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in its sole discretion. Any surplus case of any such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever failure, such Collateral may be lawfully entitled sold again upon like notice. As an alternative to receive such surplus. (c) The exercising the power of sale herein conferred upon it, Secured Party may transfer proceed by a suit or suits at law or in equity to foreclose under this Pledge Agreement and to sell the whole Collateral, or any part portion thereof, pursuant to a judgment or decree of the Collateral into the name a court or courts of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offereecompetent jurisdiction. (e) Grantor agrees that, to Secured Party may at its option retain the extent notice of sale shall be required by law, at least ten days’ notice to Grantor Collateral in satisfaction of the time and place of any public sale or obligations whenever the time after which any private sale circumstances are such that Secured Party is entitled to be made shall constitute reasonable notificationdo so under the Code. (f) Secured Party may at its option perform or attempt to perform (but Secured Party shall not be obligated to make do so) any sale of Collateral regardless of notice of sale having been given. Pledgor's covenants, duties, liabilities, obligations, or agreements hereunder or under the Note, the Credit Agreement, and/or this Pledge Agreement, and any amount expended by Secured Party may adjourn any public in such performance or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party attempted performance shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or become a part of the obligations, and Pledgor agrees to promptly pay any such amount to Secured Party. In order to facilitate Secured Party's enforcing its rights and remedies with respect to the Collateral and in order to allow Secured Party to preserve the property or interest in property evidenced by the certificate(s) representing the Collateral, Secured Party may cause the Pledged Securities or any other Collateral to one or more purchasers in privately negotiated transactions in which the purchasers be transferred to its own name and it may take such actions as are deemed reasonably necessary by it, and Pledgor will be obligated to agree, among other thingstake whatever actions and execute whatever documents are deemed reasonably necessary by Secured Party, to acquire register any such transfer and to cause any and all governmental agencies, if any, having jurisdiction to consent to and approve such transfer. Secured Party shall not be liable for any action taken in good faith or believed in good faith to be within the Collateral for their own accountpower, for investment authority and not with a view discretion given to Secured Party hereunder in the distribution Credit Agreement or resale thereof. Grantor acknowledges in the Note, and Pledgor does hereby agree that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and action so taken by Secured Party agree that such private sales shall not be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes considered as an impairment of the Collateral, Xxxxxxx agrees to pay . No waiver by Secured Party of any deficiency remaining after application Default shall operate as a waiver of any other Default or of the net proceeds to same Default on a future occasion, and no failure or delay by Secured Party in exercising any indebtedness secured herebyright, power, or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise or the exercise of any other right, power or privilege.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall --------------------- have occurredoccurred and be continuing: (a12(a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of Minnesota (the "Code") in effect at that time (whether or not the Code then applies to the affected Collateral), and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if reasonably believe are commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ ' prior notice to Grantor the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made To the extent permitted by applicable law, the Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of the sale of the Collateralits remedies hereunder, or any part thereof, at any public or private saleabsent this waiver. (g12(b) Grantor recognizes that The Secured Party may elect notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in its sole discretion giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party's name or in the Pledgor's name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to sell waive, modify, amend or change the obligation of any such Person. 12(c) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one may, in accordance with the Intercreditor Agreement, be held by the Secured Party as collateral for, or more purchasers then or at any time thereafter be applied in privately negotiated transactions whole or in which part by the purchasers will be obligated to agreeSecured Party against, among other things, to acquire all or any part of the Collateral for their own account, for investment and not with a view to Obligations (including any expenses of the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made Secured Party payable pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”Section 14 hereof)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any (a) Upon the occurrence of an Event of Default, all rights of Pledgor to receive distributions which it would otherwise be authorized to receive and retain pursuant to Section 2.3 hereof shall cease and all such rights shall thereupon become vested in the Secured Party, which shall thereupon have the sole right to receive and hold as defined Collateral such distributions. (b) All distributions which are received by Pledgor contrary to the provisions of paragraph (a) of this Section 3.2 shall be received in Section 6 hereoftrust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor and shall immediately be paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). (c) If an Event of Default shall have occurred: (a) , Secured Party may exercise, in respect of shall have the Collateralright, in addition to any and all the other rights and remedies provided for herein or otherwise available to itit to be exercised from time to time, (i) to retain and apply the distributions to the Secured Obligations and (ii) to exercise all the rights and remedies of a secured party on default under the CodeUCC in effect in the State of Illinois at that time, and the Secured Party may also (in its sole discretion, without notice except as specified below) , sell the Collateral or any part thereof (including, without limitation, any partial interest in the Assets) in one or more parcels at public or private sale, at any exchange, broker’s board, or at any of the Secured Party’s office offices or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Secured Obligations owed to it as a credit on account of the purchase price of any Collateral payable by it at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay, and/or appraisal which it now has, or may at any time in the future have, under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that five days’ notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be commercially reasonable as allowed under given to Pledgor if it has signed, after the Codeoccurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefortherefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such sales are made in compliance with federal a private sale was less than the price which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and state securities laws, does not offer such Collateral to more than one offeree. The Secured Party shall incur no liability not be liable for any incorrect or improper payment made pursuant to this Section in the absence of gross negligence or willful misconduct. (d) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as a result amended (the “Securities Act”), and applicable state securities law, the Secured Party may be compelled, with respect to any sale of the sale all or any part of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral limit purchasers to one or more purchasers in privately negotiated transactions in which the purchasers persons who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Secured Party than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree and, notwithstanding such circumstances, agrees that any such private sales sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party has shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register the Collateral it for a form of public sale requiring registration under the Securities ActAct or under applicable state securities laws, even if such issuer would agree to do so. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Revised Article 9 of the Uniform Commercial Code as adopted in the State of Colorado (the “Code”) in effect at that time, and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if reasonably believe are commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice to Grantor the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of its remedies hereunder, absent this waiver. The Secured Party may disclaim warranties of title and possession and the sale of the Collateral, or any part thereof, at any public or private salelike. (gb) Grantor recognizes that The Secured Party may elect notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in its sole discretion giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party’s name or in the Pledgor’s name, demand, sxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to sell waive, modify, amend or change the obligation of any such Person. (c) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, or more purchasers then or at any time thereafter be applied in privately negotiated transactions whole or in which part by the purchasers will be obligated to agreeSecured Party against, among other things, to acquire all or any part of the Collateral for their own account, for investment and not with a view to Obligations (including any expenses of the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made Secured Party payable pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”Section 14 hereof)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, California in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time attempt to sell all or any part of the Collateral by announcement at a private placement, restricting the time bidders and place fixed therefor, prospective purchasers to those who will represent and such sale may, without further notice, be made at the time agree that they are purchasing for investment only and place to which it was not for distribution. In so adjourned. Assuming that such sales are made in compliance with federal and state securities lawsdoing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors deemed by Secured Party, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Collateral. If Secured Party shall incur no liability solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as a result may be necessary or, in the opinion of Secured Party, advisable to register such Collateral 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 prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by Secured Party; (iii) cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Shares or otherwise enforce Secured Party's rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereofthereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, at any public or private saleand therefore agrees that its agreements contained in this Section may be specifically enforced. (ge) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agreePLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, among other thingsSTAY, to acquire the Collateral for their own accountOR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (includingANY REQUIREMENT OF NOTICE, without limitationDEMAND, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActOR ADVERTISEMENT FOR SALE. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateralshall have, in addition to any and all other rights given by law or in this Agreement, the Note, or in any other agreement between Secured Party, on the one hand, and remedies provided for herein or otherwise available to itPledgor, on the other hand, all of the rights and remedies with respect to the Collateral of a secured party under the Code, and may also (shall have, without notice except as specified below) sell limitation, the following rights, which Pledgor hereby agrees to be commercially reasonable: 6.1 to transfer all or any part of the Collateral into the Secured Party's name or the name of its nominee or nominees; 6.2 all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.1 and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to Section 4.2 shall, at Secured Party's option, cease, and all such rights shall, at Secured Party's option, thereupon become vested in Secured Party, and Secured Party 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 distributions. Any payments received by Pledgor contrary to the provisions of this Section shall be held in trust by Pledgor or the benefit of Secured Party, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Secured Party, with any necessary endorsement; 6.3 to vote the Pledged Shares (whether or not transferred into the name of the Secured Party), 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 SECURED PARTY 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 INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS. 6.4 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, at Secured Party’s office without demand of performance, advertisement or elsewherenotice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and at for such price or prices and upon on such other terms as the Secured Party in its absolute discretion may deem determine; provided, that at least five days notice of the time and place of any such sale shall be given to be commercially reasonable as allowed under the CodePledgor. Secured Party shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale having 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 any, of marshaling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Secured Party may adjourn any public or private sale from time to time by announcement at the time bid for and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) purchase all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then so sold free from any such right or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights equity of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated liable for failure to make collect or realize upon any sale or all of the Collateral regardless or for any delay in so doing nor shall Secured Party be under any obligation to take any action whatsoever with regard thereto; 6.5 to buy the Collateral, in its own name, or in the name of notice of sale having been givena designee or nominee. Secured Party shall have the right to execute any document or form, in its name or in the name of the Pledgor, that may adjourn any public be necessary or private sale from time to time by announcement at the time and place fixed therefor, and desirable in connection with such sale mayof the Collateral. 6.6 to sell the Collateral by a private placement, without further notice, be made at the time restricting bidders and place prospective purchasers to which it was those who will represent and agree that they are purchasing for investment only and not for distribution. In so adjourned. Assuming that such sales are made in compliance with federal and state securities lawsdoing, Secured Party shall incur no liability as a result of the sale of may solicit offers to buy the Collateral, or any part thereofof it for cash, at any public or private sale. (g) Grantor recognizes that from a limited number of investors deemed by Secured Party, in its reasonable credit judgment, to be responsible parties who might be interested in purchasing the Collateral. If Secured Party may elect in its sole discretion to sell all or a part shall solicit such offers from not less than four such investors, then the acceptance by Secured Party of the Collateral highest offer obtained therefore shall be deemed to one or more purchasers in privately negotiated transactions in which be a commercially reasonable method of disposition of such Collateral, even though the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales price established and/or obtained may be at prices and on terms substantially less favorable than those obtainable through a public sale (including, without limitation, a public offering made the price that would be obtained pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actoffering. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem in good faith believes to be commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to 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 as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees thatthat any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other reputable financial institutions in the City of Los Angeles, California in disposing of property similar to the extent notice of sale Collateral shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is deemed to be made shall constitute reasonable notificationcommercially reasonable. (fc) Pledgor hereby acknowledges that the sale by Secured Party shall not be obligated of any Collateral pursuant to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made terms hereof in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 19331933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as amended (well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the “Securities Act”)), and Grantor and manner in which Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale or any subsequent transferee of any Collateral to permit the issuer thereof to register the Collateral for may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a form of public sale requiring registration under price less than the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.maximum

Remedies Upon Default. If any Trustor covenants and agrees that should an Event of DefaultDefault occur, as defined in Section 6 hereofthen Secured Party, shall have occurredor Trustee upon written instructions from Secured Party (the legality thereof to be determined solely by Secured Party), may, without notice to or demand upon Trustor, without releasing Trustor from any obligation here-under and without waiving its right to declare an Event of Default or impairing any declaration of default or election to cause the Property to be sold or any sale proceeding predicated thereon: (a) make or do the same in such manner and to such extent as either Secured Party or Trustee may exercisedeem reasonably necessary to protect the security hereof, in respect Secured Party and Trustee being authorized to enter upon and take possession of the CollateralPremises for such purposes, and any sums reasonably expended for such purposes shall become part of the Obligations secured hereby; (b) commence, appear in addition and/or defend any action or proceedings purporting to affect the security hereof, and/or any additional or other security therefor, the interests, rights, powers and/or duties of Trustee and/or Secured Party hereunder, whether brought by or against Trustor, Trustee or Secured Party; (c) pay, purchase, contest or compromise any claim, debt, Lien, charge or encumbrance which in the judgment of either may affect or appear to affect the security of this Deed of Trust, the interests of Secured Party or the rights, powers and/or duties of Trustee and/or Secured Party hereunder and any sums reasonably expended for such purposes shall become part of the Obligations secured hereby; and (d) Secured Party is authorized either by itself or by its agent to be appointed by it for that purpose or by a receiver appointed by a court of competent jurisdiction, to enter into and upon and take and hold possession of any portion or all of the Property, both real and personal, and exclude Trustor and all other Persons therefrom; and to operate and manage the Property and rent and lease the same, perform such reasonable acts of repair or protection as may be reasonably necessary or proper to conserve the value thereof, and collect any and all other rights income, rents, issues, profits and remedies provided proceeds therefrom, the same being hereby assigned and transferred to Secured Party, for herein or otherwise available to it, all the rights benefit and remedies protection of a secured party under the CodeSecured Party, and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time apply and/or accumulate such income, rents, issues, profits and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion manner set forth in Section 3.3 hereof as if the same were proceeds of Secured Partysale. The collection and/or receipt of income, be held by Secured Party as collateral forrents, issues, profits and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) proceeds from the Property by Secured Party, against all its agent or receiver, after declaration of default and election to cause the Property to be sold under and pursuant to the terms of this Deed of Trust shall not affect or impair such default or declaration of default or election to cause the Property to be sold or any part sale proceedings predicated thereon, but such proceedings may be conducted and sale effected notwithstanding the receipt and/or collection of the Indebtednessany such income, in such order as the rents, issues, profits and/or proceeds. Neither Trustee nor Secured Party shall elect, be under any obligation to make any of the payments or do any of the acts referred to in its sole discretion. Any surplus this Section 3.5 and any of such cash or cash proceeds held the actions referred to in this Section 3.5 may be taken by Secured Party irrespective of whether any notice of default or election to sell has been given hereunder and remaining after payment in full of all without regard to the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part adequacy of the Collateral into security for the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the CollateralObligations. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any (a) Upon the occurrence of an Event of Default, all rights of Pledgor to receive distributions which it would otherwise be authorized to receive and retain pursuant to Section 2.3 hereof shall cease and all such rights shall thereupon become vested in the Secured Party, which shall thereupon have the sole right to receive and hold as defined Collateral such distributions. (b) All distributions which are received by Pledgor contrary to the provisions of paragraph (a) of this Section 3.2 shall be received in Section 6 hereoftrust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor and shall immediately be paid over to the Secured Party as Collateral in the same form as so received (with any necessary endorsement). (c) If an Event of Default shall have occurred: (a) , Secured Party may exercise, in respect of shall have the Collateralright, in addition to any and all the other rights and remedies provided for herein or otherwise available to itit to be exercised from time to time, (i) to retain and apply the distributions to the Secured Obligations and (ii) to exercise all the rights and remedies of a secured party on default under the CodeUCC in effect in the State of New York at that time, and the Secured Party may also (in its sole discretion, without notice except as specified below) , sell the Collateral or any part thereof (including, without limitation, any partial interest in the Assets) in one or more parcels at public or private sale, at any exchange, broker's board, or at any of the Secured Party’s office 's offices or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable. Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at such sale, to use and apply any of the Secured Obligations owed to it as a credit on account of the purchase price of any Collateral payable by it at such sale. Each purchaser at any such sale shall acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives, to the fullest extent permitted by law, all rights of redemption, stay, and/or appraisal which it now has, or may at any time in the future have, under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that five days' notice to Pledgor of the time and place of any public sale or the time after which any private sale or other intended disposition is to take place shall constitute reasonable notification of such matters. No notification need be commercially reasonable as allowed under given to Pledgor if it has signed, after the Codeoccurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefortherefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming Pledgor hereby waives, to the fullest extent permitted by law, any claims against the Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such sales are made in compliance with federal a private sale was less than the price which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and state securities laws, does not offer such Collateral to more than one offeree. The Secured Party shall incur no liability not be liable for any incorrect or improper payment made pursuant to this Section in the absence of gross negligence or willful misconduct. (d) Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as a result amended (the "Securities Act"), and applicable state securities law, the Secured Party may be compelled, with respect to any sale of the sale all or any part of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral limit purchasers to one or more purchasers in privately negotiated transactions in which the purchasers persons who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Secured Party than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree and, notwithstanding such circumstances, agrees that any such private sales sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party has shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register the Collateral it for a form of public sale requiring registration under the Securities ActAct or under applicable state securities laws, even if such issuer would agree to do so. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurred: occurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota (the “Code”) in effect at that time, and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem reasonably believe are commercially reasonable. The Secured Party agrees to give at least ten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made, and the Pledgor agrees that such notice shall constitute reasonable as allowed under the Codenotification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of the sale of the Collateralits remedies hereunder, or any part thereof, at any public or private sale. (g) Grantor recognizes that absent this waiver. The Secured Party may elect in its sole discretion to sell all or a part disclaim warranties of title and possession and the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actlike. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days’ notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees thatthat any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the extent notice of sale Collateral shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is deemed to be made shall constitute reasonable notificationcommercially reasonable. (fc) Pledgor hereby acknowledges that the sale by Secured Party shall not be obligated of any Collateral pursuant to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made terms hereof in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 19331933 as now in effect or as hereafter amended, as amended or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”)), and Grantor and as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which Secured Party agree or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that such private sales shall in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (hd) If Secured Party disposes of the CollateralPLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured herebySTAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS Section 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any (a) Upon the occurrence and during the continuation of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) the Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to itherein, under other contracts and under law, all the rights and remedies of a secured party under the Uniform Commercial Code. Without limiting the generality of the foregoing, upon the occurrence and during the continuation of an Event of Default, (i) at the request of the Secured Party, each Grantor shall, at its cost and expense, assemble the Collateral owned or used by it as directed by the Secured Party; (ii) the Secured Party shall have the right (but not the obligation) to notify any account debtors and any obligors under Instruments or Accounts to make payments directly to the Secured Party and to enforce the Grantors’ rights against account debtors and obligors; (iii) the Secured Party may also (but is not obligated to), without notice except as specified provided below) , sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at on such price or prices and upon such other terms as the Agent deems to be commercially reasonable; (iv) the Secured Party may deem (but is not obligated to) direct any financial intermediary or any other Person holding Investment Property to be commercially reasonable as allowed under transfer the Code. Secured Party shall not be obligated same to make any sale of Collateral regardless of notice of sale having been given. the Agent or its designee; and (v) the Secured Party may adjourn (but is not obligated to) transfer any public or private sale from time to time by announcement all Intellectual Property registered in the name of any Grantor at the time United States Patent and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, Trademark Office and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral. Each Grantor agrees that ten (10) days notice of any sale referred to in clause (iii) above shall constitute sufficient notice. The Secured Party may purchase Collateral at any such sale. The Grantors shall be liable to the name of its nominee Agent and thereafter exercise all voting and other rights the Secured Party for any deficiency amount. (b) The Secured Party may comply with any applicable Law in connection with a disposition of Collateral and compliance will not be considered adversely to affect the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place commercial reasonableness of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that . The Secured Party may elect in its sole discretion to sell all or a part the Collateral without giving any warranties and may specifically disclaim such warranties. If the Secured Party sells any of the Collateral to one or more purchasers in privately negotiated transactions in which on credit, the purchasers Borrower will only be obligated to agree, among other things, to acquire credited with payments actually made by the purchaser. The Secured Party may purchase Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that at any such private sales sale. In addition, each Grantor waives any and all rights that it may be at prices have to a judicial hearing in advance of the enforcement of any of the Secured Party’s rights and on terms less favorable than those obtainable through a public sale (remedies hereunder, including, without limitation, a public offering made pursuant its right following an Event of Default to a registration statement under the Securities Act take immediate possession of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actand to exercise its rights and remedies with respect thereto. (hc) If For the purpose of enabling the Secured Party disposes to further exercise rights and remedies under this Section 5 or elsewhere provided by agreement or applicable Law, each Grantor hereby grants to the Secured Party an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the Collateral, Xxxxxxx agrees licensed items may be recorded or stored and to pay any deficiency remaining after application of all computer software and programs used for the net proceeds to any indebtedness secured herebycompilation or printout thereof.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the rights of Intrust Bank, as defined in Section 6 hereof, shall have occurredN.A.: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at Secured Party’s office any exchange, broker's board or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days' notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion attempt to sell all or a any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to one or more purchasers in privately negotiated transactions in which the purchasers those who will be obligated represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to agree, among other things, to acquire buy the Collateral or any part thereof for their own accountcash, for investment and not with from a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act limited number of 1933, as amended (the “Securities Act”)), and Grantor and investors reasonably believed by Secured Party agree that to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such private sales offers, then the acceptance by Secured Party of one of the offers shall be made in deemed to be a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale method of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes disposition of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any 9.1 In addition to the other remedies provided for herein, in the other Note Documents, or otherwise available under applicable law, upon and after an Event of Default, the Secured Party may: (i) exercise in respect to the Collateral, any one or more of the rights and remedies available under the Texas Uniform Commercial Code and other applicable law; and (ii) sell or otherwise assign, give an option or options to purchase or dispose of and deliver the Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of Secured Party's offices or elsewhere upon such terms and conditions as defined in Section 6 hereofit may deem advisable and at such prices as it may deem best, for cash, on credit or for future delivery without assumption of any credit risk, free of any claim or right of whatsoever kind (including any right or equity of redemption) of Pledgor, which claim, right and equity are hereby expressly waived and released. Secured Party shall have occurred: (a) the right to the extent permitted by applicable law, upon any such sale or sales, public or private, to purchase the whole or any part of the Collateral so sold; provided, however, Pledgor shall not receive any net proceeds, if any, of any such credit sale or future delivery until cash proceeds are actually received by Secured Party (which cash proceeds shall be applied by Secured Party to the Obligations) and after all Obligations have been paid in full. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may exercisebe retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to pay for the Collateral so sold and, in respect case of such failure, the Collateral may again be sold as herein provided. 9.2 Any notice required to be given by Secured Party of a sale of the Collateral, in addition to or any and all part thereof, or of any other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private sale, at intended action by Secured Party’s office or elsewhere, for cashwhich occurs not less than ten (10) days prior to such proposed action, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be shall constitute commercially reasonable as allowed under and fair notice to Pledgor thereof. No notification need be given to Pledgor if it has signed, after the Code. occurrence of an Event of Default, a statement renouncing or modifying any right to notification of sale or other intended disposition. 9.3 Secured Party shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been giventhe Collateral, or any part thereof unless the terms thereof shall, in its sole discretion, be satisfactory to it. Secured Party may may, if it deems it reasonable, postpone or adjourn the sale of any public of the Collateral, or private sale any part thereof, from time to time by an announcement at the time and place of such sale or by announcement at the time and place fixed thereforof such postponed or adjourned sale, without being required to give a new notice of sale. Pledgor agrees that Secured Party has no obligation to preserve rights against prior parties to the Collateral. 9.4 Pledgor acknowledges and agrees that Secured Party may comply with limitations or restrictions in connection with any sale of the Collateral in order to avoid any violation of applicable law or in order to obtain any required approval of the sale or of the purchase thereof by any governmental regulatory authority or official and, without limiting the generality of the foregoing, Pledgor acknowledges and agrees that Secured Party may be unable to effect a public sale of any or all the Collateral by reason of certain prohibitions contained in the federal securities laws and applicable state securities laws, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged 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. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable to the seller than if such sale maywere a public sale. Notwithstanding any such circumstances, without further noticePledgor acknowledges and agrees that such compliance shall not result in any such private sale for such reason alone being deemed to have been made in a commercially unreasonable manner. Secured Party shall not be liable or accountable to Pledgor for any discount allowed by reason of the fact that the Collateral is sold in compliance with any such limitation or restriction. Secured Party shall not be under any obligation to delay a sale of any of the Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the federal securities laws, be made at or under applicable state securities laws, even if the time and place issuer desires, requests or would agree to which it was so adjourneddo so. (b) All 9.5 Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale)from, or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, Collateral for the Obligations and/or then or at any time thereafter applied (applied, without any marshalling of rights, remedies or assets, and after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Partyhereunder and, against after deducting all reasonable costs and expenses of every kind in connection with the care, safekeeping, collection, sale, delivery or otherwise of any part or all of the Indebtedness, Collateral or in such order as any way relating to the rights of Secured Party shall electhereunder (including attorneys' fees and disbursements), in its sole discretionto the payment of reduction of the Obligations. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence of an Event of Default, as defined the Secured Party may, subject in all respects to Section 6 7 but otherwise in the Secured Party's sole discretion, either itself or by or through one or more trustees, agents, nominees, assignees or otherwise, to the fullest extent permitted by law, exercise any or all of the following rights and remedies individually, collectively or cumulatively: 4.2.1 either in person or by its agent, with or without bringing any action or proceeding, or by a receiver appointed by a court and without regard to the adequacy of its security, (i) enter upon and take possession of the Property or any part thereof and of all books, records and accounts relating thereto or located thereon, in its own name or in the name of Grantor, and do or cause to be done any acts which it deems necessary or desirable to preserve the value of the Property or any part thereof or interest therein, increase the income therefrom or protect the security hereof, shall have occurred: (aii) with or without taking possession of the Property make such repairs, alterations, additions and improvements as the Secured Party may exercise, in respect of the Collateral, in addition to deems necessary or desirable and do any and all acts and perform any and all work which the Secured Party deems necessary or desirable to complete any unfinished construction on the Property, (iii) appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of the Secured Party, and (iv) pay, purchase, contest or compromise any encumbrance, charge or Lien on the Property. 4.2.2 commence and maintain one or more actions at law or in equity or by any other appropriate remedy (i) to protect and enforce the Secured Party's rights hereunder, including for the specific performance of any covenant or agreement herein contained (which covenants and agreements Grantor agrees shall be specifically enforceable by injunctive or other appropriate equitable remedy), (ii) to collect any sum then due hereunder, (iii) to aid in the execution of any power herein granted, or (iv) to foreclose this Deed of Trust in accordance with Section 4.3 hereof; 4.2.3 exercise any or all of the remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Uniform Commercial Code, and may also (without ; 4.2.4 by notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted such notice is required to be given under the PPA), but without formal demand, presentment, notice of intention to accelerate or of acceleration, protest or notice of protest, all of which are hereby waived by law) Grantor, declare all rights of redemptionthe Obligations immediately due and payable, stay and/or appraisal which it now has and upon such declaration all of such Obligations shall become and be immediately due and payable, anything in this Deed of Trust or may at the PPA to the contrary notwithstanding; and 4.2.5 exercise any time in other right or remedy available to the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActPPA. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If (a) Upon the occurrence of any Event of Default, as defined in Section 6 hereof, Secured Party shall have occurredthe following rights with respect to the Collateral: (a1) To sell the Collateral or any part thereof, upon giving at least ten (10) days' prior notice to Pledgor of the time and place of sale (which notice Pledgor and Secured Party agree is reasonable), for cash or upon credit or for future delivery, Pledgor hereby waiving all rights, if any, of marshalling the Collateral and any other security for the Obligations, and at the option and in the complete discretion of Secured Party, either: (A) at public sale; or (B) at private sale, in which event such notice shall also contain the terms of the proposed sale, and Pledgor shall have until the time of such proposed sale in which to redeem the Collateral or to procure a purchaser willing, ready and able to purchase the Collateral on terms more favorable to Pledgor, Secured Party and the holders of the Note, and if such a purchaser is so procured, then Secured Party shall sell the Collateral to the purchaser so procured; and (2) To bid for and to acquire, unless prohibited by applicable law, free from any redemption right, the Collateral, or any part thereof, and, if Secured Party is then the holder of the Obligations or any participation or other interest therein, in lieu of paying cash therefor, Secured Party may exercisemake settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the outstanding principal amount of the Obligations, in respect of such order and manner as Secured Party, in its discretion, may deem advisable. The Secured Party, upon so acquiring the Collateral, or any part thereof, shall be entitled to hold or otherwise deal with or dispose of the same in addition any manner not prohibited by applicable law. (3) To enforce any other remedy available to Secured Party at law or in equity. From time to time Secured Party may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Collateral for which notice has been given as provided above, upon giving at least five (5) days' prior notice to Pledgor (which notice Pledgor and Secured Party agree is reasonable) of the new time and place of such sale whenever, in the judgment of Secured Party, such postponement or change is necessary or appropriate in order that the provisions of this agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place. If, in the exercise of its remedies hereunder, Secured Party (but only if Secured Party is PPI Corporation) elects to foreclose on the portion of the Collateral described in clause (b) of the description of the Collateral contained in the second paragraph of Section 1 hereof, and if Secured Party is the successful bidder at any such public or private sale conducted hereunder (the "foreclosure"), Secured Party shall have the right, but not the obligation, to become and to be admitted as the sole general partner of the Partnership. In order to exercise such right, Secured Party shall give written notice to Pledgor and the Partnership any time after the foreclosure whereupon Pledgor shall immediately execute and deliver to Purchaser an amendment to the Partnership Agreement and to the Partnership's Certificate of Limited Partnership pursuant to which the Pledgor withdraws as the general partner of the Partnership and Secured Party is admitted as the new sole general partner of the Partnership. Pledgor hereby irrevocably appoints Secured Party as its true and lawful attorney-in-fact to execute and deliver the foregoing documents and any and all other documents or instruments reasonably necessary to implement the rights granted to Secured Party pursuant to this paragraph. This power of attorney is coupled with an interest and shall thus be irrevocable by Pledgor. The rights granted to Secured Party under this paragraph shall survive the foreclosure and the exercise by Secured Party of any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies Secured Party. (b) In case of a secured party under the Code, and may also (without notice except as specified below) sell any sale by Secured Party of any of the Collateral on credit or for future delivery, which may be elected at public or private sale, at the option and in the complete discretion of Secured Party’s office , the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser, but Secured Party shall incur no liability in case of failure of the purchaser to take up and pay for the Collateral so sold. In case of any such failure, such Collateral so sold may be again similarly sold. After deducting all costs or elsewhereexpenses of every kind (including, for cashwithout limitation, credit the reasonable attorneys' fees and legal expenses incurred by Secured Party), Secured Party shall apply the residue of the proceeds of any sale or future delivery sales, if any, to pay the principal of and at interest upon the Obligation in such price or prices order and upon such other terms manner as Secured Party in its discretion may deem advisable. The excess, if any, shall be paid to be commercially reasonable as allowed under the CodePledgor. Secured Party shall not be obligated to make incur any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral at any private sale or sales. (c) Secured Party shall have all rights, remedies and recourses granted in the Note and/or existing at common law or equity in connection with the payment and performance of the Obligations (including specifically those granted by the Texas Business and Commerce Code, and the right of offset), and such rights and remedies (1) shall be cumulative and concurrent, (2) may be pursued separately, successively or concurrently against Pledgor and any other party obligated under the Obligations, or against the Collateral, at the sole discretion of Secured Party, (3) may be exercised as often as occasion therefor shall arise, it being agreed by Pledgor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse, and (4) are intended to be and shall be, non-exclusive. (d) Notwithstanding a foreclosure upon any of the Collateral or exercise of any other remedy by Secured Party in connection with an Event of Default, Pledgor shall not be subrogated thereby to any rights of Secured Party against the Collateral or Pledgor or any property of Pledgor, nor shall Pledgor be deemed to be the owner of any interest in any of the Obligations, nor shall Pledgor exercise any rights or remedies with respect to Pledgor or the Collateral or the property of Pledgor until all Obligations have been paid to Secured Party and are fully performed and discharged. (e) All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to the sale, transfer, assignment or other disposition or utilization of the Collateral or any part thereof, at any public thereof hereunder shall be full proof of the matters stated therein and no other proof shall be required to establish full legal propriety of the sale or private sale. (g) Grantor recognizes that other action taken by Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one any fact, condition or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”))thing incident thereto, and Grantor and Secured Party agree that all prerequisites of such private sales sale or other action shall be made in a commercially reasonable manner and that Secured Party has no obligation presumed conclusively to engage in public sales and no obligation have been performed or to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Acthave occurred. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any (i) Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, it is agreed that the Secured Party shall have occurred: the right to take any of or all the following actions at the same or different times: (a) to license or sublicense, whether general, special or otherwise, on nonexclusive basis, any Patent Collateral throughout the world on such terms and conditions and in such manner as the Secured Party may exerciseshall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers have not be obtained), and (b) with or without legal process and with or without prior notice or demand for performance, to (1) directly notify the obligors in respect of any Accounts in its own name or in the Collateralname of the Grantor to make payments with respect to Accounts to the Secured Party or its designee, and/or (2) enforce collection of any such Accounts and adjust, settle or compromise the amount of payment thereof, in addition the same manner and to the same extent as the Grantor (provided that, in the case of this clause (b), all proceeds of such payment, enforcement, collection, adjustment, settlement and/or compromise shall be applied towards payment of the Obligations), and (c) to exercise any and all other rights and remedies provided for herein or otherwise available afforded to it, all the rights and remedies of a secured party under the CodeUniform Commercial Code or other applicable law. (ii) Without limiting the generality of the foregoing, and may also the Grantor agrees (without notice except as specified belowa) sell at the Collateral at public or private sale, at Secured Party’s office request, to assemble any tangible Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at the Grantor’s premises or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under (b) that the Code. Secured Party shall not be obligated have the right, subject to make any sale the mandatory requirements of Collateral regardless applicable law, to sell or otherwise dispose of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then at a public or private sale or at any time thereafter applied (after payment of broker’s board or on any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Partysecurities exchange, against all for cash, upon credit or any part of the Indebtedness, in such order for future delivery as the Secured Party shall elect, in its sole discretiondeem appropriate. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may shall be authorized upon consummation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the whole purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the Collateral into Grantor, and the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or and appraisal which it the Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against . (iii) The Secured Party by reason shall give the Grantor ten days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-611 and Section 9-612 of the fact that Uniform Commercial Code) of the price at which Secured Party’s intention to make any Collateral may have been sold at such a private salesale of Collateral. Such notice, if commercially reasonable, was less than in the price which might have been obtained at case of a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of state the time and place for such sale and, in the case of any public a sale at a broker’s board or on a securities exchange, shall state the time after board or exchange at which any private 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 constitute reasonable notification. be held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix and state in the notice (fif any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may (in its sole and absolute discretion) determine. The Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of such Collateral shall have been given. The Secured Party may 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 thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the In case any sale of the Collateral, all or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. The Secured Party shall have the right to credit bid and purchase for the benefit of the Secured Party all or any portion of Patent Collateral at any sale thereof conducted by the Secured Party under the provisions of the Uniform Commercial Code, including pursuant to Sections 9-610 or 9-620 of the Uniform Commercial Code, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including Section 363 thereof, or at any other sale or foreclosure conducted by the Secured Party (whether by judicial action or otherwise) in accordance with applicable law. Such credit bid or purchase may be completed through one or more purchasers acquisition vehicles formed by the Secured Party to make such credit bid or purchase and, in privately negotiated transactions in which connection therewith, the purchasers will be obligated Secured Party is authorized to agreeadopt documents providing for the governance of the acquisition vehicle or vehicles, among other things, and assign the applicable Obligations to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under acquisition vehicle in exchange for equity interests and/or debt issued by the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actapplicable acquisition vehicle. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of Missouri at that time (the “Code”), and Secured Party may also (also, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as Secured Party may deem commercially reasonable. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. With respect to any of the Collateral that consists of securities not registered under the securities laws of the United States or any state, Pledgor agrees that it shall be commercially reasonable for Secured Party to sell the Collateral to a buyer who will represent that he is purchasing solely for investment and not with a view to the resale or distribution of such securities, or in such other manner as counsel for Secured Party may require to comply with applicable securities laws. (b) All Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale)from, or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof12) in whole or in part by Secured PartyParty against, against all or any part of the Indebtedness, Obligations in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (c) The rights and remedies provided to Secured Party under this Agreement are cumulative, and may transfer the whole be exercised singly or concurrently, and are not exclusive of any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted or remedies provided by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offereeequity. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing, Secured Party is, subject to the Credit Agreement, entitled to exercise any one or more of the following remedies: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and Secured Party may also (without notice except as specified below) below sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as Secured Party in its sole discretion may deem commercially reasonable. Pledgor agrees that at least 20 days’ written notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which might have been obtained at a public sale. To the extent permitted by law, even if Secured Party accepts may be the first offer received and does not offer such Collateral to more than one purchaser of offereethe Collateral. (eb) Grantor agrees Pledgor recognizes that, to by reason of certain prohibitions contained in the extent notice Securities Act of sale shall be required by law1933, at least ten days’ notice to Grantor of as amended (the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor“Securities Act”), and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and applicable state securities laws, Secured Party shall incur no liability as a result may be compelled, with respect to any sale of the sale all or any part of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral limit purchasers to one or more purchasers in privately negotiated transactions in which the purchasers those who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor thereof Pledgor acknowledges that any such private sales placement, whether through public or private sale under the Code, may be at prices and on terms less favorable to Secured Party than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933Act, as amended (the “Securities Act”))and, and Grantor and Secured Party agree notwithstanding such circumstances, agrees that any such private sales placement, whether through public or private sale under the Code, shall be deemed to have been made in a commercially reasonable manner and that Secured Party has shall have no obligation to engage in a public sales offering and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register the Collateral it for a form of public sale offering requiring registration under the Securities ActAct or under applicable state securities laws, even if Pledgor would agree to do so. (hc) If Secured Party disposes decides to exercise its right to sell any or all of the Collateral, Xxxxxxx agrees upon written request, Pledgor shall furnish to pay Secured Party all such information as Secured Party may reasonably request in order to determine the Collateral which may be sold by Secured Party 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. (d) Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any deficiency sale of, collection from, or other realization upon all or any part of the Collateral shall be promptly applied (after payment of any amounts payable to Secured Party pursuant to Section 16) in whole or in part by Secured Party against all or any part of the Secured Obligations in such manner as Secured Party may elect. Any surplus of such cash or cash proceeds held by Secured Party and remaining after application payment in full of all the Secured Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (e) Secured Party shall not be obligated to resort to its rights or remedies with respect to any other security for or guaranty of payment of the net proceeds Secured Obligations before resorting to its rights and remedies against Pledgor hereunder. All rights and remedies of Secured Party shall be cumulative and not in the alternative. (f) To the extent the Collateral consists of Pledgor’s entire interest in the Partnership, Secured Party may pursue and enforce its rights and remedies only as to the Distributions, reserving the discretion to pursue or not pursue its rights as to the balance of the Collateral at a later date. (g) To the extent the exercise by Secured Party of any indebtedness secured herebyremedy afforded herein requires the consent or approval of any governmental agency or regulatory body, the right of Secured Party to exercise such remedy shall be conditioned upon receipt by Secured Party of such consent or approval. In furtherance of the exercise by Secured Party of the power of sale granted to it herein, Pledgor agrees that, upon request of Secured Party and without expense to Secured Party, Pledgor shall use its reasonable best efforts to obtain all necessary approvals from all applicable federal, state and local governmental agencies, authorities and instrumentalities for the sale by Secured Party of the Collateral, or any part thereof, or the transfer to the successful bidder or prospective purchaser of any governmental licenses or franchise necessary to allow it to conduct the business or activities for which the Collateral is intended.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Pledged Collateral, in addition to any and all 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, Code then in effect in the State of New York; and may also (without limiting the generality of the foregoing and without notice except as specified below) , sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at Secured Partyany exchange or broker’s office board or elsewhere, for cash, credit or future delivery and at such price or prices and upon on such other terms as the Secured Party may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to any of the Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. No Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale by the Secured Party from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect The Pledgor recognizes that it may be impracticable to effect a public sale of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all Pledged Shares or any part of the Indebtedness, in such order as other securities constituting Pledged Collateral and that the Secured Party shall electmay, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemptiontherefore, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated determine to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more private sales of any such securities to a restricted group of purchasers in privately negotiated transactions in which the purchasers who will be obligated to agree, among other things, to acquire the Collateral such securities for their its own account, for investment and not with a view to the distribution or resale thereof. Grantor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the seller than those obtainable through the prices and other terms which might have been obtained at a public sale (includingand, without limitationnotwithstanding 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 offering made pursuant to a registration statement 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) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, and Grantor and Secured Party agree New York (to the extent that such private sales shall an offer may be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring 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. (hc) If Any cash held by any Secured Party disposes as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon, all or any part of the CollateralPledged Collateral shall be applied (after payment of any amounts payable to the Secured Party pursuant to Section 11 hereof) by the Secured Party against, Xxxxxxx agrees all or any part of the Secured Obligations in such order as the Secured Party shall elect consistent with the provisions of 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 deficiency remaining after application Secured Party is legally entitled, the Pledgor shall be 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 net proceeds reasonable fees, costs and expenses of any attorneys employed by the Secured Party to any indebtedness secured herebycollect such deficiency.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) Each Secured Party may exercise, exercise in respect of the Pledged Collateral, in addition to any and all 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, Code then in effect in the State of New York; and may also (without limiting the generality of the foregoing and without notice except as specified below) , sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at Secured Partyany exchange or broker’s office board or elsewhere, for cash, credit or future delivery and at such price or prices and upon on such other terms as such Secured Party may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to any of the Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. No Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Each Secured Party may adjourn any public or private sale by such Secured Party from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect The Pledgor recognizes that it may be impracticable to effect a public sale of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Pledged Shares or any other securities constituting Pledged Collateral and that each Secured Party may, in the sole discretion of Secured Partytherefore, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated determine to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more private sales of any such securities to a restricted group of purchasers in privately negotiated transactions in which the purchasers who will be obligated to agree, among other things, to acquire the Collateral such securities for their its own account, for investment and not with a view to the distribution or resale thereof. Grantor The Pledgor acknowledges that any such private sales sale may be at prices and on terms less favorable to the seller than those obtainable through the prices and other terms which might have been obtained at a public sale (includingand, without limitationnotwithstanding 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 offering made pursuant to a registration statement 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) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, and Grantor and Secured Party agree New York (to the extent that such private sales shall an offer may be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring 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. (hc) If Any cash held by any Secured Party disposes 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 of the CollateralPledged Collateral shall be applied (after payment of any amounts payable to such Secured Party pursuant to Section 11 hereof) by such Secured Party against, Xxxxxxx agrees all or any part of the Secured Obligations in such order as such Secured Party shall elect consistent with the provisions of 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 deficiency remaining after application Secured Party is legally entitled, the Pledgor shall be 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 net proceeds reasonable fees, costs and expenses of any attorneys employed by such Secured Party to any indebtedness secured herebycollect such deficiency.

Remedies Upon Default. If Upon the occurrence of an event of default, and at any Event of Defaulttime thereafter as long as the default continues, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercisemay, at its option, with or without notice to Debtor (i) declare this Agreement to be in respect of default, (ii) declare the CollateralIndebtedness hereunder to be immediately due and payable, in addition to any and (iii) declare all other rights debts then owing by Debtor to Secured Party to be immediately due and remedies provided for herein or otherwise available payable, (iv) cancel any insurance and credit any refund to itthe Indebtedness, and (v) exercise all of the rights and remedies of a secured party Secured Party under the Code, Uniform Commercial Code and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such any other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities applicable laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, the right to require Debtor to assemble the Equipment and deliver it to Secured Party at a public offering made pursuant place to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”))be designated by Secured Party which is reasonably convenient to both parties, and Grantor to lawfully enter any premises where the Collateral may be without judicial process and take possession thereof. Acceleration of any or all indebtedness, if so elected by Secured Party, shall be subject to all applicable laws including those pertaining to refunds and rebates of unearned charges. Any property other than the Collateral which is in or upon the Equipment at the time of repossession may be taken and held without liability until its return is requested by Debtor. Any sale or other disposition of any of the Equipment may be made at public or private sale or through public auction at the option of Secured Party. Secured Party agree that may buy at any sale and become the owner of the Equipment. Unless otherwise provided by law, any requirement of reasonable notice which Secured Party may be obligated to give regarding the sale or other disposition of Collateral will be met if such private sales shall be made in a commercially reasonable manner and notice is given to Debtor at least ten days before the time of sale or other disposition. Debtor agrees that Secured Party has no obligation may bring any legal proceedings it deems necessary to engage enforce the payment and performance of Debtor's obligations hereunder in public sales any court in the State shown in Secured Party's address set forth herein, and no obligation service of process may be made upon Debtor by mailing a copy of the summons to delay sale Debtor. All notices to Debtor relating to this Agreement will be considered received when delivered in person (including by facsimile transmission) or mailed to Debtor at the address of Debtor contained in this Agreement or at any address later designated by Debtor to Secured Party in writing. The filing by Secured Party of any Collateral action or proceeding with respect to permit the issuer thereof to register the Collateral for a form Equipment or any of public sale requiring registration under the Securities Act. (h) If Debtor's obligations hereunder shall not constitute an election by Secured Party disposes of Secured Party's remedies or a waiver of Secured Party's rights to take possession of the CollateralEquipment as provided above. Expenses of retaking, Xxxxxxx holding, preparing for sale, selling and the like shall include (a) the reasonable fees of any attorneys retained by Secured Party, (b) any amounts advanced or expenses incurred by Secured Party pursuant to Paragraph 9 hereof and (c) all other legal and other expenses incurred by Secured Party, Debtor agrees to that it is liable for an will promptly pay any deficiency remaining resulting from any disposition of Collateral after application default and all costs and expenses, including the reasonable fees of any attorney, incurred by Secured Party in the net proceeds to collection of any indebtedness secured herebysuch deficiency.

Remedies Upon Default. If (i) any breach or default shall occur under this Agreement by Grantor, which is not cured within ten (10) business days after written notice thereof from Secured Party to Grantor; or (ii) any Event of DefaultDefault or Default shall occur under the Senior Amended Note or the Second Note, as defined in Section 6 hereof, shall have occurred: thereunder (a) Secured Party may exercise, in respect either of the Collateralforegoing items (i) or ii) are collectively referred to herein as an "Event of Default" or "Default"), then all Secured Obligations shall become due and payable forthwith upon declaration to that effect by the Secured Paiiy, and the Secured Paiiy may exercise in addition to any the remedies granted in the Secured Notes and all other rights and remedies provided for herein or otherwise available to itin this Agreement, all the rights and remedies of a secured party paiiy under the Code, and may also (without notice except UCC as specified below) sell in effect in the Collateral at public State of California or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such any other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale applicable state from time to time by announcement at or any other applicable law. Without limiting the time generality of the foregoing, the Grantor agrees that with five (5) days prior written notice in any instance: ​ (a) The Secured Party may peaceably and place fixed thereforwithout additional notice enter any premises of the Grantor, take possession of any Collateral, remove or dispose of all or ​ part of the Collateral on any premises of the Grantor or elsewhere, or, in the case of Equipment, render it nonfunctional, and such sale mayotherwise collect, without further noticereceive, be made at the time appropriate and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization realize upon (whether or not pursuant to a sale) all or any part of the Collateral mayCollateral, in the sole discretion of Secured Partyand demand, be held by Secured Party as collateral give receipt for, and/or then settle, renew, extend, exchange, compromise, adjust, or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against xxx for all or any part of the IndebtednessCollateral, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by may determine. (b) The Secured Party may use or transfer any of the Grantor's rights and remaining after payment interests in full of all any Intellectual Property Collateral, by license, by sublicense (to the Indebtedness shall be paid over to whomsoever extent permitted by an applicable license) or otherwise, on such conditions and in such manner as the Secured Party may be lawfully entitled to receive such surplusdetermine. (c) The Secured Pa1iy may secure the appointment of a receiver of the Collateral or any paii thereof (to the extent and in the manner provided by applicable law). ​ (d) The Secured Party may withdraw (or cause to be withdrawn) any and all funds from any Deposit Accounts or securities accounts. (e) The Secured Party may sell, resell, lease, collect, use, maintain possession for itself, assign, transfer or otherwise dispose of any or all of the Collateral in its then condition or following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Grantor's assets, without charge or liability to the Secured Paiiy therefor) at public or private sale, by one or more contracts, in one or more parcels, at the same or different times, for cash or credit or for future delivery without assumption of any credit risk, all as the Secured Party deems advisable and in its sole discretion. The Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, upon any such private sale, to purchase the whole or any part of the Collateral into so sold, free of any right or equity of redemption, which right or equity of redemption the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (releases, to the extent permitted by law) all rights . In the event of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason a sale of the fact that Collateral, the price at which any Collateral may have been sold at Secured Paiiy shall give the Grantor such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time as may be required by announcement at the time and place fixed thereforUCC or other applicable law. In the event of a sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that the Secured Party Paiiy may elect in its sole discretion be unable to sell make a public sale of any or all or a part of the Collateral Investment Property, by reason of prohibitions contained in applicable securities laws or otherwise, and expressly agrees that a private sale to one or more a restricted group of purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the any distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales thereof shall be made in considered a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.sale. ​

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein of the Secured Party, whether under law, the Credit Agreement or otherwise available to itotherwise, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently, without (except as provided herein) notice to, or consent by, any Debtor, the Secured Party shall have the following rights and remedies: (a) no Debtor shall make any further use of the Patents or the Trademarks or any mark xxxilar thereto for any purpose; (b) the Secured Party may, at any time and from time to time, upon 10 days' prior notice to the applicable Debtor, license, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any of the Patents or Trademarks, throughout the world for such term or terms, on such conditions, and in such manner, as the Secured Party shall in its sole discretion determine; (c) the Secured Party may (without assuming any obligations or liability thereunder), at any time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of a secured party the applicable Debtor in, to and under any one or more license agreements with respect to the CodeCollateral, and may also take or refrain from taking any action under any thereof, and each Debtor hereby releases the Secured Party from, and agrees to hold the Secured Party free and harmless from and against any claims arising out of, any action taken or omitted to be taken with respect to any such license agreement (without notice except as specified belowother than any claims to the extent that they result from the gross negligence or willful misconduct of the Secured Party); (d) sell the Collateral at public or private saleSecured Party may, at Secured Party’s office or elsewhere, for cash, credit or future delivery any time and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at time, upon 10 days' prior notice to the time and place fixed thereforapplicable Debtor, and such sale mayassign, without further noticesell, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale or otherwise dispose of, collection from (whether the Collateral or not pursuant to a sale)any of it, either with or without special or other realization upon (whether conditions or not pursuant stipulations, with power to a sale) all buy the Collateral or any part of it, and with power also to execute assurances, and do all other acts and things for completing the assignment, sale or disposition which the Secured Party shall, in its sole discretion, deem appropriate or proper; and (e) in addition to the foregoing, in order to implement the assignment, sale or other disposal of any of the Collateral pursuant to subparagraph 3(d) hereof, the Secured Party may, at any time, pursuant to the authority granted in the sole discretion Powers of Attorney described in paragraph 4 hereof (such authority becoming effective on the occurrence or continuation as hereinabove provided of an Event of Default), execute and deliver on behalf of the applicable Debtor, one or more instruments of assignment of the Patents or Trademarks (or any application or registration thereof), in form suitable for filing, recording or registration in any country. Each Debtor agrees to pay when due all reasonable costs incurred in any such transfer of its Patents or Trademarks, including any taxes, fees and reasonable attorneys' fees, and all such costs shall be added to the Secured Obligations. The Secured Party may apply the proceeds actually received from any such license, assignment, sale or other disposition to the reasonable costs and expenses thereof, including, without limitation, reasonable attorneys' fees and all legal, travel and other expenses which may be incurred by the Secured Party, be held by and then to the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the IndebtednessObligations, in such order as to principal or interest as the Secured Party may desire; and the applicable Debtor shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party remain liable and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of will pay the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay demand any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.remaining,

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurred--------------------- occurred and be continuing: (a12(a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of Minnesota (the "Code") in effect at that time (whether or not the Code then applies to the affected Collateral), and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if reasonably believe are commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ ' prior notice to Grantor the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made To the extent permitted by applicable law, the Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of the sale of the Collateralits remedies hereunder, or any part thereof, at any public or private saleabsent this waiver. (g12(b) Grantor recognizes that The Secured Party may elect notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in its sole discretion giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party's name or in the Pledgor's name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to sell waive, modify, amend or change the obligation of any such Person. 12(c) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, or more purchasers then or at any time thereafter be applied in privately negotiated transactions whole or in which part by the purchasers will be obligated to agreeSecured Party against, among other things, to acquire all or any part of the Collateral for their own account, for investment and not with a view to Obligations (including any expenses of the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made Secured Party payable pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”Section 14 hereof)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If Time is of the essence of this Security Agreement. Upon the occurrence of any Event of DefaultDefault by Debtor under this Security Agreement and at any time thereafter (such Event of Default not previously having been cured), as defined in Section 6 hereofSecured Party shall be entitled, by written or facsimile notice to Debtor, to declare all of the Indebtedness owed to it to be immediately due and payable, whereupon the same shall become immediately due and payable, without presentation, demand, protest, notice of protest, or other notice of dishonor of any kind, all of which are hereby expressly waived. In addition, upon the occurrence of any Event of Default and at any time thereafter (such Event of Default having not previously been cured), Secured Party shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the CodeUCC and as otherwise provided by applicable law, including but not limited to the following: Secured Party may take possession of the Collateral and may use it after having done so. For purposes of taking possession, Secured Party may enter upon any premises on which the Collateral may be situated without legal process and remove the Collateral. Debtor releases Secured Party from any claims arising from such removal and shall hold Secured Party harmless from any liability resulting therefrom. Secured Party may require Debtor to assemble the Collateral and make it available at a place to be designated by Secured Party which is reasonably convenient to all parties. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party shall give Debtor at least ten (10) days' prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor which may be waived, and Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may also have under any law now existing or hereafter adopted. The notice (without notice except as specified belowif any) sell of such sale shall (1) in case of a public sale, state the Collateral at public or time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Debtor agrees that such notice constitutes "reasonable authenticated notification of disposition" within the meaning of Section 9-611 of the UCC. Any such public sale shall be held at Secured Party’s office such time or elsewhere, for cash, credit or future delivery times within ordinary business hours and at such price place or prices and upon such other terms places as Secured Party may deem to fix in the notice of such sale. At any such sale the Collateral may be commercially reasonable sold in one lot as allowed under the Codean entirety or in separate parcels, as Secured Party may determine. Secured Party shall not be obligated to make any such sale of Collateral regardless of notice of sale having been givenpursuant to any such notice. Secured Party may 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 thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. (b) All cash proceeds received by Secured Party in respect . In case of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) of all or any part of the Collateral mayon credit or for future delivery, in the sole discretion of Secured Party, Collateral so sold may be held retained by Secured Party as collateral foruntil the selling price is paid by the purchaser thereof, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be obligated to make any sale sold upon like notice. Secured Party, instead of Collateral regardless of notice exercising the power of sale having been given. Secured Party herein conferred upon it, may adjourn any public proceed by a suit or private sale from time suits at law or in equity to time by announcement at the time foreclose its security interests and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of sell the Collateral, or any part portion thereof, at any public under a judgment or private decree of a court or courts of competent jurisdiction. The expenses of retaking, holding, preparing for sale. (g) Grantor recognizes that , selling and the like, and reasonable attorneys' fees and expenses incurred by Secured Party, may be paid from the proceeds of the disposition. Secured Party may elect obtain the appointment of a receiver respecting the Collateral upon such notice as may be required by applicable law and without notice if permitted by such law, and may obtain immediate possession thereof in replevin. Debtor hereby consents to the appointment of such receiver. Insofar as Collateral shall consist of Accounts, insurance policies, instruments, chattel paper, chooses in action or the like, Secured Party may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose or realize upon Collateral as Secured Party may determine, whether or not the Indebtedness or Collateral are then due and for the purpose of realizing Secured Party's rights therein, Secured Party may receive, open and dispose of mail addressed to Debtor and endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the name of Debtor, as its sole discretion attorney-in-fact. All remedies of Secured Party shall be cumulative to sell the full extent provided by law. Pursuit by Secured Party of certain judicial or other remedies shall not xxxxx nor bar resort to other remedies with respect to the Collateral, and pursuit of certain remedies with respect to all or a part some of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among shall not bar other things, to acquire the Collateral for their own account, for investment and not remedies with a view respect to the distribution Indebtedness or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes other portions of the Collateral, Xxxxxxx agrees . Secured Party may exercise its rights to pay any deficiency remaining after application the Collateral without resorting or regard to other collateral or sources of security or reimbursement for the net proceeds to any indebtedness secured herebyIndebtedness.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Revised Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota (the “Code”) in effect at that time, and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if reasonably believe are commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice to Grantor the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of its remedies hereunder, absent this waiver. The Secured Party may disclaim warranties of title and possession and the sale of the Collateral, or any part thereof, at any public or private salelike. (gb) Grantor recognizes that The Secured Party may elect notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in its sole discretion giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party’s name or in the Pledgor’s name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to sell waive, modify, amend or change the obligation of any such Person. 12(c) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, or more purchasers then or at any time thereafter be applied in privately negotiated transactions whole or in which part by the purchasers will be obligated to agreeSecured Party against, among other things, to acquire all or any part of the Collateral for their own account, for investment and not with a view to Obligations (including any expenses of the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made Secured Party payable pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made Section 14 hereof) in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes accordance with Section 8.10 of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured herebyCredit Agreement.

Remedies Upon Default. (a) If any an Event of DefaultDefault shall occur and be continuing, as defined in Section 6 hereofthe Secured Party, without obligation to resort to other security, shall have occurred: (a) Secured Party may exercisethe right at any time and from time to time to sell, resell, assign and deliver, in respect its discretion, all or any of the CollateralPledged Securities, in addition to any one or more parcels at the same or different times, and all other rights right, title and remedies provided for herein interest, claim and demand therein and right of redemption thereof, on any securities exchange on which the Pledged Securities or otherwise available to itany of them may be listed, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral or at public or private sale, at Secured Party’s office or elsewhere, for cash, upon credit or for future delivery delivery, and at such price or prices and upon such other terms as in connection therewith the Secured Party may deem to be commercially reasonable as allowed under grant options, the CodePledgor hereby waiving and releasing any and all equity or right of redemption. If any of the Pledged Securities are sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be obligated liable for the failure of the purchaser to make purchase or pay for the same and, in the event of any sale of Collateral regardless of notice of sale having been given. such failure, the Secured Party may adjourn resell such Pledged Securities. In no event shall the Pledgor be credited with any public or private part of the proceeds of sale from time to time of any Pledged Securities until cash payment thereof has actually been received by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedSecured Party. (b) All cash proceeds received by Secured Party No demand, advertisement or notice, all of which are hereby expressly waived, shall be required in respect of connection with any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or disposition of any part of the Collateral may, Pledged Securities which threatens to decline speedily in the sole discretion value or which is of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as a type customarily sold on a recognized market; otherwise the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all give the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, Pledgor at least ten days’ ' prior notice to Grantor of the time and place of any public sale or and of the time after which any private sale or other disposition is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of made, which notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx Pledgor agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.is

Remedies Upon Default. If Upon the occurrence of an event of default, and at any Event of Default, time thereafter as defined in Section 6 hereof, shall have occurred: (a) long as the default continues. Secured Party may exercisemay, at its option, with or without notice to Debtor (i) declare this Agreement to be in respect of default (ii) declare the Collateralindebtedness hereunder to be immediately due and payable, in addition to any and (iii) declare all other rights debts then owing by Debtor to Secured Party or any affiliate (including, without limitation any direct or indirect parent, subsidiary or sister entity), successor or assignee of Secured Party to immediately due and remedies provided for herein or otherwise available payable, (iv) cancel any insurance and credit any refund to itthe indebtedness, and (v) exercise all of the rights and remedies of a secured party Secured Party under the Code, Uniform Commercial Code and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such any other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities applicable laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, the right to require Debtor to assemble the Equipment and deliver it to Secured Party at a public offering made pursuant place to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”))be designated by Secured Party which is reasonably convenient to both parties, and Grantor to lawfully enter any premises where the Collateral may be without judicial process and take possession thereof. Acceleration of any or all indebtedness, if so elected by Secured Party, shall be subject to all applicable laws including those pertaining to refunds and rebates of unearned charges. Any property other than the Collateral which is in or upon the Equipment at the time of repossession may be taken and held without liability until its return is requested by Debtor. Any sale or other disposition of any of the Equipment may be made at public or private sale or through public auction at the option of Secured Party. Secured Party agree that may buy at any sale and become the owner of the Equipment. Unless otherwise provided by law, any requirement of reasonable notice which Secured Party may be obligated to give regarding the sale or other disposition of Collateral will be met if such private sales shall be made in a commercially reasonable manner and notice is given to Debtor at least ten days before the time of sale or other disposition. Debtor agrees that Secured Party has no obligation may bring any legal proceedings it deems necessary to engage enforce the payment and performance of Debtor's obligations hereunder in public sales any court in the State shown in Secured Party's address set forth herein, and no obligation service of process may be made upon Debtor by mailing a copy of the summons to delay sale Debtor. All notices to Debtor relating to this Agreement will be considered received when delivered in person (including by facsimile transmission) or mailed to Debtor at the address of Debtor contained in this Agreement or at any address later designated by Debtor to Secured Party in writing. The filing by Secured Party of any Collateral action or proceeding with respect to permit the issuer thereof to register the Collateral for a form Equipment or any of public sale requiring registration under the Securities Act. (h) If Debtor's obligations hereunder shall not constitute an election by Secured Party disposes of Secured Party's remedies or a waiver of Secured Party's rights to take possession of the CollateralEquipment as provided above. Expenses of retaking, Xxxxxxx holding, preparing for sale, selling and the like shall include (a) the reasonable fees of any attorneys retained by Secured Party, (b) any amounts advanced or expenses incurred by Secured Party pursuant to Paragraph 4 hereof and (c) all other legal and other expenses incurred by Secured Party. Debtor agrees to that it is liable for and will promptly pay any deficiency remaining resulting from any disposition of Collateral after application default and all costs and expenses, including me reasonable fees of any attorney, incurred by Secured Party in the collection of any such deficiency. Secured Party may sell the Equipment without giving any warranties as to the Equipment. Secured Party may disclaim any warranties of title, possession, quiet enjoyment, or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the net proceeds to any indebtedness secured herebyEquipment.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, credit on credit, or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees thatthat any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the extent notice of sale Collateral shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is deemed to be made shall constitute reasonable notificationcommercially reasonable. (fc) Pledgor hereby acknowledges that the sale by Secured Party shall not be obligated of any Collateral pursuant to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made terms hereof in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 19331933 as now in effect or as hereafter amended, as amended or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”)), and Grantor and as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which Secured Party agree or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that such private sales shall in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (hd) If Secured Party disposes shall determine to exercise Secured Party’s right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor shall, at Pledgor’s own expense: (i) use Pledgor’s best efforts to execute and deliver, and cause Oak Lawn and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as may be necessary or, in the opinion of Secured Party, advisable to register such Collateral 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 prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use Pledgor’s best efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale of the Collateral, Xxxxxxx agrees as requested by Secured Party; (iii) cause Oak Lawn to pay any deficiency remaining after application make available to Oak Lawn’s respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the net proceeds Securities Act; (iv) execute and deliver, or cause the officers and directors of Oak Lawn to execute and deliver, to any indebtedness secured herebyperson, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state, or country where Pledgor or Oak Lawn engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party’s rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by Pledgor to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, and therefore agrees that Pledgor’s agreements contained in this Section may be specifically enforced. (e) EACH OF PLEDGOR AND SECURED PARTY HEREBY WAIVES TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART AND/OR THE ENFORCEMENT OF ANY OF THE SECURED PARTY’S RIGHTS AND REMEDIES. PLEDGOR ACKNOWLEDGES THAT PLEDGOR MAKES THIS WAIVER KNOWINGLY, VOLUNTARILY AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH PLEDGOR’S ATTORNEYS. NO PARTY TO THIS AGREEMENT HAS AGREED WITH OR REPRESENTED TO ANY OTHER PARTY HERETO THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES. (f) PLEDGOR ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION UNDER APPLICABLE LAW, OR AS OTHERWISE ALLOWED BY ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE SECURED PARTY MAY DESIRE TO USE, PLEDGOR’S RIGHTS: (1) TO NOTICE AND HEARING, (2) TO RAISE SETOFFS, COUNTERCLAIMS, OR DEFENSES IN CONNECTION WITH ANY PREJUDGMENT REMEDY SOUGHT BY THE SECURED PARTY, (3) TO REQUEST THAT THE SECURED PARTY POST A BOND IN CONNECTION WITH ANY PREJUDGMENT REMEDY SOUGHT AND (4) TO CONTEST ANY PREJUDGMENT REMEDY ON THE GROUNDS THAT THE SECURED PARTY’S CLAIM IS ADEQUATELY COVERED BY INSURANCE UNLESS THE SECURED PARTY IS PROVIDED WITH A COPY OF THE POLICY PROVIDING COVERAGE AND A LETTER FROM THE INSURER SPECIFICALLY STATING THE DOLLAR AMOUNT OF THE SECURED PARTY’S COVERAGE AND THAT THE SECURED PARTY’S CLAIM IS COVERED, WITHOUT RESERVATION, UNDER THE POLICY, AND FURTHER WAIVES DILIGENCE, DEMAND, PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT, PROTEST AND NOTICE OF PROTEST, AND NOTICE OF ANY RENEWALS OR EXTENSIONS, AND ALL RIGHTS UNDER ANY STATUTE OF LIMITATIONS.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Revised Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota (the “Code”) in effect at that time, and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem reasonably believe are commercially reasonable. The Secured Party agrees to give at least ten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made, and the Pledgor agrees that such notice shall constitute reasonable as allowed under the Codenotification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of the sale of the Collateralits remedies hereunder, or any part thereof, at any public or private sale. (g) Grantor recognizes that absent this waiver. The Secured Party may elect in its sole discretion to sell all or a part disclaim warranties of title and possession and the like. 11(b) The Secured Party may notify any Person obligated on any of the Collateral to one that the same has been assigned or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view transferred to the distribution Secured Party and that the same should be performed as requested by, or resale thereofpaid directly to, the Secured Party, as the case may be. Grantor acknowledges that The Pledgor shall join in giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party’s name or in the Pledgor’s name, demand, xxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (includingCollateral or grant any extension to, without limitationmake any compromise or settlement with or otherwise agree to waive, a public offering made pursuant to a registration statement under modify, amend or change the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actsuch Person. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx Grantor agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event (a) Upon the occurrence and during the continuance of a Default, as defined in Section 6 hereof, shall have occurred: (a1) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e2) Grantor Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (3) Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (Securities Act), as well as applicable ‘Blue Sky’ or other state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of a Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion attempt to sell all or a any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to one or more purchasers in privately negotiated transactions in which the purchasers those who will be obligated represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to agree, among other things, to acquire buy the Collateral or any part thereof for their own accountcash, for investment and not with from a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act limited number of 1933, as amended (the “Securities Act”)), and Grantor and investors reasonably believed by Secured Party agree that to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such private sales offers, then the acceptance by Secured Party of one of the offers shall be made in deemed to be a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale method of any Collateral to permit disposition of the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActCollateral. (hb) If PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (1) any constitutional or other right to a judicial hearing prior to the time Secured Party disposes of the Collateral, Xxxxxxx agrees to pay all or any deficiency remaining after application part of the net proceeds to Collateral as provided in this Section; (2) all rights of redemption, stay, or appraisal that it now has or may at any indebtedness secured herebytime in the future have under any rule of law or statute now existing or hereafter enacted; and (3) except as set forth in subsection (a) of this Section 9, any requirement of notice, demand, or advertisement for sale.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that they now have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days' notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agree that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion attempt to sell all or a any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to one or more purchasers in privately negotiated transactions in which the purchasers those who will be obligated represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to agree, among other things, to acquire buy the Collateral or any part thereof for their own accountcash, for investment and not with from a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act limited number of 1933, as amended (the “Securities Act”)), and Grantor and investors reasonably believed by Secured Party agree that to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such private sales offers, then the acceptance by Secured Party of one of the offers shall be made in deemed to be a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale method of any Collateral to permit disposition of the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActCollateral. (hd) If Secured Party disposes of the CollateralPLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.STAY, OR APPRAISAL THAT THEY NOW HAVE OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND

Remedies Upon Default. If any (a) Upon the occurrence of an Event of Default, as defined in Section 6 hereofthe Secured Party may, shall have occurredwithout being required to give any notice to the Guarantor: (ai) Secured Party may exercise, in respect of the Collateral, in addition to exercise any and all other rights afforded to the shareholders of High-Rise with respect to the Pledged Shares; (ii) take possession of the Pledged Shares and sell the Pledged Shares at once or from time to time, in accordance with the terms of this Pledge Agreement; (iii) exercise all the rights and remedies provided for herein or otherwise available to itunder the laws of any jurisdiction, and all the rights and remedies of a secured party on default under the Code, and may also (without notice except Uniform Commercial Code in New York or any other state or jurisdiction as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.applicable; (biv) All apply the cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a saleif any) all or any part of the Collateral may, in the sole discretion of Secured Party, be then held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party it pursuant to Section 8 hereof) by Secured Party, against all or any part of 6 to the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after ratable payment in full of the Note and all other indebtedness referred to in Section 9 in the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The order and manner specified in Section 9. In addition, the Secured Party may transfer sell the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Pledged Collateral, or any part thereof, at any public or private sale.in accordance with Section 8 and shall apply the proceeds of such sale to the ratable payment in full of the Note and all other indebtedness referred to in Section 9 in the order and manner specified in Section 9; and (gb) Grantor recognizes that The Guarantor agrees that, upon the occurrence of an Event of Default without notice to or further assent by the Guarantor, the liability of High-Rise and the Guarantor or any other Person for or upon the Note may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised or released by the Secured Party, as the Secured Party may elect deem advisable, and that the Pledged Collateral or other collateral or liens securing the Note may, from time to time, in its sole discretion to sell all whole or a in part (subject, in the case of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other thingsPledged Collateral, to acquire the Collateral for their own accountprovisions of this Agreement), for investment and not be exchanged, sold or surrendered by the Secured Party, as the Secured Party may deem advisable, all without impairing, abridging, affecting or diminishing this Agreement or the rights of the Secured Party hereunder or with a view respect to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActPledged Collateral. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. The rights and remedies granted to Secured Party by this Section 3 will be in addition to all the rights, powers and remedies of Secured Party under the Loan Documents. All such rights and remedies will be cumulative and not exclusive of any other rights or remedies provided by law or otherwise. If any Event event of Default, as defined in Section 6 hereof, default under the Loan Agreement shall have occurredoccurred and be continuing: (a) Secured Party may exercise, exercise in respect of the Pledged Collateral, in addition to any and all other rights and remedies provided for herein in this Agreement or otherwise available to it, all the rights and remedies of a secured party after default under the CodeCalifornia Commercial Code or any other applicable law in effect in the State of California at that time, and Secured Party may also (also, without notice except as specified below) , sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any office of Secured Party’s office Party or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ ' notice to Grantor Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Pledgor hereby waives any claims against Secured Party shall incur no liability as a result arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale of was less than the Collateralprice which might have been obtained at a public sale, or any part thereof, at any public or private sale. (g) Grantor recognizes that even if Secured Party may elect in its sole discretion to sell all or a part of accepts the first offer received and does not officer such Pledged Collateral to more than one or more purchasers in privately negotiated transactions in which the purchasers will be obligated (1) offeree. With respect to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement consisting of securities registered under the Securities Act of 1933, as amended (the “Securities Act”)"SECURITIES ACT"), and Grantor and Secured Party agree will comply with applicable securities laws in connection with any foreclosure sale. (b) Pledgor recognizes that by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, Secured Party may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those which will agree, among other things, to acquire such private sales securities for their own account, for investment, and not with a view to the distribution or resale. Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and, notwithstanding such circumstances, agrees that any such sale shall be deemed to have been made in a commercially reasonable manner and that manner. Secured Party has no obligation to engage in public sales and shall be under no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to permit the issuer thereof Pledgor to register the Collateral such securities for a form of public sale requiring registration under the Securities Act, or under applicable state securities laws, even if Pledgor would agree to do so. (hc) If Secured Party disposes In the event of a sale of Pledged Collateral in accordance with the Collateralprovisions of this Section 3.1, Xxxxxxx agrees notwithstanding anything to pay any deficiency remaining after application the contrary contained elsewhere in this Agreement, all of the net before tax proceeds from any such sale shall be applied by Secured Party, or paid directly to any indebtedness secured herebySecured Party, to pay down the Loan in accordance with the Loan Agreement.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (aA) At the election of the Secured Party, all of the Secured Obligations shall become immediately due and payable; provided, however, that notwithstanding anything contained herein to the contrary, if the Event of Default has occurred as a consequence of any of the events or circumstances set forth in clause (vi), (vii) or (viii) of the definition of "Event of Default," all of the Secured Obligations shall automatically become immediately due and payable without any election on the part of the Secured Party. (i) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party in case of a default by a debtor under the CodeUCC, and the Secured Party may also (also, without notice except as specified below) , sell the Collateral or any part or portion thereof in one or more parcels at public or private sale, at Secured Party’s office any exchange or elsewherebroker's board, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedreasonable. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (cii) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor Company agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ ' notice to Grantor the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of the Collateral (or any part of portion thereof) regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, The Company hereby waives any claims against the Secured Party shall incur no liability as a result arising by reason of the sale fact that the price at which any of the Collateral, Collateral (or any part or portion thereof) may have been sold at such a private sale was less than the price that might have been obtained at a public sale, at even if the Secured Party accepts the first offer received and does not offer the Collateral (or any public part or private saleportion thereof) to more than one offeree. (gC) Grantor recognizes that Any cash held by the Secured Party may elect as Collateral and all cash proceeds received by the Secured Party in its sole discretion to sell respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one or more purchasers in privately negotiated transactions in which shall be applied by the purchasers will be obligated to agree, among other thingsSecured Party: (i) First, to acquire the Collateral for their own accountpayment of the costs and expenses of the Secured Party in enforcing its rights under this Agreement and any of the other Transaction Documents, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, reasonable compensation to the Secured Party and its agent and counsel, and all expenses, liabilities and advances made or incurred by the Secured Party in connection therewith; (ii) Next, to the Secured Party, for the satisfaction and payment in full of the Secured Obligations; and (iii) Finally, after satisfaction and payment in full of all the Secured Obligations, to the payment to the Company, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as a public offering made pursuant court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (D) The Company, at its sole cost and expense, shall promptly take all steps and actions requested from time to time by the Secured Party to marshal the Collateral (or any specified part or portion thereof) at the Company Address and/or at such other location or locations as the Secured Party may reasonably request. (E) At the expiration of such period of time after receipt by the Secured Party as the Secured Party determines is reasonably sufficient to allow for clearance or payment of any items, the cash proceeds of the Collateral shall (subject to the prior application thereof in accordance with the foregoing subsection (C)) be credited to the Secured Obligations, it being specifically understood and agreed, however, that an account receivable, contract right, general intangible, negotiable or non-negotiable instrument (other than a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)check), and Grantor and or other non-cash proceeds shall not be so credited until actual payment thereof. All such credits shall, however, be conditioned upon final payment to the Secured Party agree that such private sales shall be made in a commercially reasonable manner and that of the items giving rise to them. (F) If any Event of Default has occurred, the Secured Party has no obligation may notify all or any of the Debtors of its security interest in the Collateral and collect all amounts due thereon; and the Company agrees, at the request of the Secured Party at any time following an Event of Default, to engage notify all or any of the Debtors in public sales and no obligation to delay sale writing of any the Secured Party's security interest in the Collateral in whatever manner the Secured Party requests and, if the Secured Party so requests, to permit the issuer thereof Secured Party to register mail such notices at the Collateral for a form of public sale requiring registration under the Securities ActCompany's own expense. (hG) If Anything contained herein to the contrary notwithstanding, the Secured Party disposes of the Collateralmay exercise all rights and remedies available to it pursuant hereto or under law, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured herebywhich remedies shall be deemed cumulative and not exclusive.

Remedies Upon Default. If Time is of the essence under this Agreement. Upon the occurrence and during the continuance of any Event of Default, as defined in Section 6 hereofSecured Party shall be entitled to declare all of the Liabilities to be immediately due and payable, whereupon the same shall become immediately due and payable, without notice, presentation, demand, protest, notice of protest, or other notice of dishonor of any kind, all of which are hereby expressly waived. In addition, upon the occurrence and during the continuance of any Event of Default, Secured Party shall have occurredall the remedies of a secured party under the Uniform Commercial Code as adopted and in effect in the State of Indiana and as otherwise provided by applicable law, including, but not limited to, the following: (a) Secured Party may exercise, in respect take possession of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, Collateral and may also (without notice except as specified below) sell the Collateral at public or private saleuse it after having done so. For purposes of taking possession, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to enter upon any premises on which the Collateral may be commercially reasonable as allowed under situated without legal process and remove the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedCollateral. (b) All cash proceeds received by Secured Party in respect of may notify any sale ofPerson indebted to Guarantors to pay Secured Party directly any amounts due Guarantors under any account, collection from (whether or not pursuant to a sale)general intangible, or other realization upon (whether or not pursuant to a sale) all contract, instrument, agreement, chattel paper or any other item that is part of the Collateral mayCollateral, in the sole discretion of Secured Party, be held by and Secured Party as collateral for, and/or then or at any time thereafter applied (after may enforce payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Partythe same through legal proceedings, against all or any part of the Indebtedness, in such order as the Secured Party shall electotherwise, in its sole discretion. Any surplus own name or in the name of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplusGuarantors. (c) The Secured Party may transfer the whole or any part of require Guarantors to assemble the Collateral into the name of the and make it available at a place designated by Secured Party Party, whether at Guarantors’ premises or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateralelsewhere. (d) Grantor hereby waives (Unless the Collateral threatens to the extent permitted by law) all rights decline speedily in value or is of redemptiona type customarily sold on a recognized market, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, give Guarantors at least ten (10) days’ notice to Grantor prior written notice, at its address for notices stated in paragraph 9 below, of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made made. A disposition complying with this subparagraph shall constitute be deemed a commercially reasonable notificationdisposition of the Collateral. The reasonable expenses of retaking, holding, preparing for sale, selling and the like, and reasonable attorneys’ fees and expenses incurred by Secured Party, may be paid from the proceeds of the disposition. (e) Secured Party may obtain the appointment of a receiver respecting the Collateral upon such notice as may be required by applicable law and without notice (if permitted by such law) or the requirement of the posting of a bond, and may obtain immediate possession thereof in replevin. (f) Guarantors will not insist upon or claim the benefit or advantage of any appraisement, valuation, stay, extension, moratorium, redemption, or similar law now or hereafter in force to prevent, delay or hinder the enforcement of this Agreement or the absolute sale of any part of the Collateral or the possession thereof by any purchaser at any sale pursuant hereto. Guarantors hereby waive the benefit of all such laws, and all right to have the Collateral marshaled upon any foreclosure of this Agreement, and agrees that any court having jurisdiction to foreclose this Agreement may order the sale of the Collateral as an entirety. All remedies of Secured Party shall be cumulative to the fullest extent provided by law. Pursuit by Secured Party of certain judicial or other remedies shall not be obligated axxxx or bar resort to make any sale other remedies with respect to the Collateral, and pursuit of certain remedies with respect to all or some of the Collateral regardless shall not bar other remedies with respect to the Liabilities or to other portions of notice of sale having been giventhe Collateral. Secured Party may adjourn any public or private sale from time exercise its rights to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral without resorting or regard to one other collateral or more purchasers in privately negotiated transactions in which sources of security or reimbursement for the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActLiabilities. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateralmay, in addition to any exercising those remedies specified in the Note and all the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private saleLoan Documents, at Secured Party’s office or elsewhereany time, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale mayits election, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law: (a) Foreclose this Agreement and the security interest granted hereby, as provided herein, or in any manner permitted by law, either personally, through agents or by means of a court appointed receiver, and take possession of all or any of the Collateral and exclude therefrom Debtor and all others claiming through or under Debtor, and exercise any and all of the rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against and remedies conferred upon Secured Party by reason the Note, and the other Loan Documents or by applicable law, either concurrently or in such order as Secured Party may determine. Secured Party may sell, lease or otherwise dispose of, or cause to be sold, leased, or otherwise disposed of in such order as Secured Party may determine, as a whole or in such parcels as Secured Party may determine, the Collateral described in this Agreement, or exercise any of the fact that rights conferred upon the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts by this Agreement, the first offer received Note, or other Loan Documents without affecting in any way the rights or remedies to which Secured Party may be entitled under any other Loan Document; and/or (b) Make such payments and does not offer do such acts as Secured Party may deem necessary to protect its security interest in the Collateral, including without limitation paying, purchasing, contesting or compromising any encumbrance, charge, claim or lien which is prior to or superior to the security interest granted hereunder, and, in exercising any such powers or authority, pay all expenses incurred in connection therewith, and all funds expended by Secured Party in protecting its security interest shall be deemed additional indebtedness secured by this Agreement; and/or (c) Require Debtor to assemble the Collateral, or any portion thereof, at any place or places designated by Secured Party, and promptly to deliver such Collateral to more than one of offeree.Secured Party, or an agent or representative designated by it; and/or (ed) Grantor agrees thatPublicly or privately sell, lease or otherwise dispose of the Collateral, without necessarily having the Collateral at the place of sale, lease or disposition, and upon terms and in such manner as Secured Party may determine. Secured Party may be a purchaser of the Collateral at any public sale. Unless the Collateral is perishable or threatens to the extent decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made made, and such notice, if given to the Debtor pursuant to the provisions of Paragraph 8 hereof at least ten (10) days prior to the date of any public sale or disposition or the date after which any private sale or disposition may occur, shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public such sale, lease or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.disposition; and/or

Remedies Upon Default. If Upon the occurrence of an event of default, and at any Event of Defaulttime thereafter as long as the default continues, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercisemay, at its option, with or without notice to Debtor (i) declare this Agreement to be in respect of default, (ii) declare the Collateralindebtedness hereunder to be immediately due and payable, in addition to any and (iii) declare all other rights debts then owing by Debtor to Secured Party or any affiliate (including, without limitation, any direct or indirect parent, subsidiary or sister entity), successor or assignee of Secured Party to immediately due and remedies provided for herein or otherwise available payable, (iv) cancel any insurance and credit any refund to itthe indebtedness, and (v) exercise all of the rights and remedies of a secured party Secured Party under the Code, Uniform Commercial Code and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such any other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities applicable laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, the right to require Debtor to assemble the Equipment and deliver it to Secured Party at a public offering made pursuant place to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”))be designated by Secured Party which is reasonably convenient to both parties, and Grantor to lawfully enter any premises where the Collateral may be without judicial process and take possession thereof. Acceleration of any or all indebtedness, if so elected by Secured Party, shall be subject to all applicable laws including those pertaining to refunds and rebates of unearned charges. Any property other than the Collateral which is in or upon the Equipment at the time of repossession may be taken and held without liability until its return is requested by Debtor. Any sale or other disposition of any of the Equipment may be made at public or private sale or through public auction at the option of Secured Party, Secured party may buy at any sale and become the owner of the Equipment. Unless otherwise provided by law, any requirement of reasonable notice which Secured Party agree that may be obligated to give regarding the sale or other disposition of Collateral will be met if such private sales shall be made in a commercially reasonable manner and notice is given to Debtor at least ten days before the time of sale or other disposition. Debtor agrees that Secured Party has no obligation may bring any legal proceedings it deems necessary to engage enforce the payment and performance of Debtor's obligations hereunder in public sales any court in the State shown in Secured Party's address set forth herein, and no obligation service of process may be made upon Debtor by mailing a copy of the summons to delay sale Debtor. All notices to Debtor relating to this Agreement will be considered received when delivered in person (including by facsimile transmission) or mailed to Debtor at the address of Debtor contained in this Agreement or at any address later designated by Debtor to Secured Party in writing. The filing by Secured Party of any Collateral action or proceeding with respect to permit the issuer thereof to register the Collateral for a form Equipment or any of public sale requiring registration under the Securities Act. (h) If Debtor's obligations hereunder shall not constitute an election by Secured Party disposes of Secured Party's remedies or a waiver of Secured Party's rights to take possession of the CollateralEquipment as provided above. Expenses of retaking, Xxxxxxx holding, preparing for sale, selling and the like shall include (a) the reasonable fees of any attorneys retained by Secured Party, (b) any amounts advanced or expenses incurred by Secured Party pursuant to Paragraph 4 hereof and (c) all other legal and other expenses incurred by Secured Party. Debtor agrees to that it is liable for and will promptly pay any deficiency remaining resulting from any disposition of Collateral after application default and all costs and expenses, including the reasonable fees of any attorney, incurred by Secured Party in the collection of any such deficiency. Secured Party may sell the Equipment without giving any warranties as to the Equipment. Secured Party may disclaim any warranties of title, possession, quiet enjoyment, or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the net proceeds to any indebtedness secured herebyEquipment.

Remedies Upon Default. If Upon the occurrence of an event of default, and at any Event of Defaulttime thereafter as long as the default continues, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercisemay, at its option, with or without notice to Debtor (i) declare this Agreement to be in respect of default, (ii) declare the Collateralindebtedness hereunder to be immediately due and payable, in addition to any and (iii) declare all other rights debts then owing by Debtor to Secured Party to be immediately due and remedies provided for herein or otherwise available payable, (iv) cancel any insurance and credit any refund to itthe indebtedness, and (v) exercise all of the rights and remedies of a secured party Secured Party under the Code, Uniform Commercial Code and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such any other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities applicable laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant the right to a registration statement under require Debtor to assemble the Securities Act of 1933, as amended (the “Securities Act”)), Inventory and Grantor and deliver it to Secured Party agree that such private sales at a place to be designated by Secured Party which is reasonably convenient to both parties and to lawfully enter any premises where the Collateral may be without judicial process and take possession thereof. Acceleration of any or all indebtedness, if so elected by Secured Party, shall be subject to all applicable laws including those pertaining to refunds and rebates of unearned charges. Any property other than the Collateral which is in or upon the Collateral at the time of repossession may be taken and held without liability until its return is requested by Debtor. Any sale or other disposition of any of the Collateral may be made in at public or private sale or through public auction for a commercially wholesale or retail price at the option of Secured Party. Secured Party may buy at any sale and become the owner of the Collateral. Unless otherwise provided by law, any requirement of reasonable manner and notice which Secured Party may be obligated to give regarding the sale or other disposition of Collateral will be met if such notice is mailed to Debtor at its address shown herein at least ten days before the time of sale or other disposition. Debtor agrees that Secured Party has no obligation may bring any legal proceedings it deems necessary to engage enforce the payment and performance of Debtor's obligations hereunder in public sales any court in the State shown in Secured Party's address set forth herein, and no obligation service of process may be made upon Debtor by mailing a copy of the summons to delay sale Debtor at its address shown herein. The filing by Secured Party of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.action or

Remedies Upon Default. If (a) Upon the occurrence and --------------------- during the continuance of any Event of DefaultDefault under the Loan Agreement, the Secured Party without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other entity (all and each of which demands, advertisements and notices are hereby expressly waived by the Pledgor), may (i) forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and (ii) if an Event of Default is continuing after expiration of all applicable grace cure periods under the Loan Agreement (the "Default Cure Period") forthwith sell, assign, give option or ------------------- options to purchase, contract to sell or otherwise dispose of and deliver (each, a "Transfer") the Pledged Collateral, or any part thereof, in one or more -------- parcels at public or private sale or sales, at any exchange, broker's board or at the Secured Party's offices or elsewhere, (A) upon such terms and conditions as defined in Section 6 hereof, shall have occurred: (a) the Secured Party may exercisedeem advisable, in respect (B) at such prices as the Secured Party may deem best, (C) for cash or on credit or for future delivery without assumption of any credit risk, (D) with the right to the Secured Party upon any such sale or sales, public or private, to purchase the whole or any part of the CollateralPledged Collateral so sold, free of any right or equity of redemption in addition the Pledgor, which right or equity is hereby expressly waived and released by the Pledgor, and (E) provided that prior to any such Transfer, the Secured Party shall give written notice thereof to the Board of Directors of Alpharma. (b) The Secured Party hereby acknowledges that the Pledgor is a "control person" (as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities Act")) of Alpharma, the issuer of the Pledged -------------- Notes. As such, the Secured Party acknowledges that any Transfer of such Pledged Notes by the Secured Party might require registration under the Securities Act of 1933. In any event, the Secured Party hereby covenants that it shall not make any Transfer of the Pledged Notes in a manner which conflicts with the Securities Act. (c) The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Pledged Collateral or in any way related to the rights of the Secured Party hereunder, including reasonable attorneys' fees and legal expenses, to the payment in whole or in part, of the Obligations, in such order as the Secured Party may elect, and only after so paying over such net proceeds and after the payment by the Secured Party of any other amount required by any provision of law, need the Secured Party account for the surplus, if any, to the Pledgor. After the Default Cure Period has lapsed and the Secured Party intends to exercise its remedy under Section 12(a)(ii) hereof, the Pledgor agrees that the Secured Party need not give more than five days notice of the time and place of any public sale, or of the time after which a private sale or other intended disposition is to take place, and that such notice is reasonable notification of such matters. No notification need be given to the Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies provided for herein granted to it in this Agreement and in any other instrument or otherwise available agreement securing, evidencing or related to itany of the Obligations, the Secured Party shall have all the rights and remedies of a secured party under applicable law. The Pledgor shall remain liable for any deficiency if the Codeproceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay all the Obligations and all other amounts to which the Secured Party is entitled, and may shall also be liable for the fees of any attorneys employed by the Secured Party to collect such deficiency. (without notice except as specified belowd) sell Instead of exercising the Collateral at public or private salepower of sale provided in Section 12(a)(ii) hereof, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as the Secured Party may deem proceed by a suit or suits at law or in equity to be commercially reasonable as allowed foreclose the pledge under this Agreement and sell the Code. Secured Party shall not be obligated to make Pledged Collateral or any sale portion thereof under a judgment or decree of Collateral regardless a court or courts of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedcompetent jurisdiction. (be) All cash proceeds received The Secured Party, as attorney-in-fact pursuant to Section 9 hereof may, in the name and stead of the Pledgor, make and execute all conveyances, assignments and transfers of the Pledged Collateral sold pursuant to Section 12(a) hereof or Section 12(b) hereof, and the Pledgor hereby ratifies and confirms all that the Secured Party, as said attorney-in-fact, shall so do by virtue hereof. Nevertheless, the Pledgor shall, if so requested by the Secured Party, ratify and confirm any sale or sales by executing and delivering to the Secured Party, or to any purchaser or purchasers of the Pledged Collateral, all such instruments as may, in the judgment of the Secured Party, be advisable for the purpose. (f) The receipt of the Secured Party for the purchase money paid at any such sale made by it shall be a sufficient discharge therefor to any purchaser of the Pledged Collateral, or any portion thereof, sold as aforesaid; and no such purchaser (or the representatives or assigns of such purchaser), after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money or any part thereof, or in respect any manner whatsoever be answerable for any loss, misapplication or nonapplication of any sale of, collection from (whether or not pursuant to a sale)such purchase money, or any part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale. (g) No sale or other realization upon (whether or not pursuant to a sale) disposition of all or any part of the Pledged Collateral may, in by the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) this Agreement shall be deemed to relieve the Pledgor of its obligations in respect of any Obligations except to the extent the proceeds thereof are applied by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus to the payment of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplusObligations. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If Upon the occurrence of a Default (after expiration of any Event of Defaultapplicable cure period, as defined described in Section 6 hereof, shall have occurred:): (a) The Secured Party may exercise, in respect deliver to the Escrow Agent (with a copy to the Pledgor) a notice (the "Release Notice") stating the section number of the Collateral, in addition Acquisition Agreement pursuant to any which the Release Notice is given and all other rights and remedies provided for herein or otherwise available the dollar amount due to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere. In addition, for cashthe Release Notice shall state the number of shares of the Pledged Collateral whose value, credit or future delivery based on the "Valuation Price" (as hereinafter defined), is equal to the dollar amount due to Secured Party. For purposes of this Stock Pledge and at such price or prices and upon such other terms Escrow Agreement, the Valuation Price shall be the amount per share as Secured Party may deem determined pursuant to be commercially reasonable as allowed under Section 2.1 of the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedAcquisition Agreement. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the The Secured Party shall electhave the sole right to exercise such voting, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party option and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled other consensual rights and to receive such surplus.and retain any dividends declared with respect to said Pledged Collateral transferred to Pledgor pursuant to the Release Notice after the occurrence of Default; and (c) The Without limiting the generality of the foregoing, with the consent of Pledgor or pursuant to an arbitration determination pursuant to Paragraph 8 hereof: (i) the number of shares of the Pledged Collateral required under the Release Notice may be released by the Escrow Agent to Secured Party and may transfer the whole or any part of the Collateral into be registered in the name of the Secured Party or its nominee, and (ii) the name of Secured Party at its nominee option may exercise any and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemptionconversion, stay and/or appraisal which it now has exchange, subscription or may at any time in the future have under any rule of law other rights, privileges or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason options pertaining to said shares of the fact that Pledged Collateral as if it were the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offereeabsolute owner thereof. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If Time is of the essence of this Security Agreement. Upon the occurrence of any Event of DefaultDefault by Debtor under this Security Agreement and at any time thereafter (such Event of Default not previously having been cured), as defined in Section 6 hereofSecured Party shall be entitled, by written or telegraphic notice to Debtor, to declare all of the Indebtedness owed to it to be immediately due and payable, whereupon the same shall become immediately due and payable, without presentation, demand, protest, notice of protest, or other notice of dishonor of any kind, all of which are hereby expressly waived. In addition, upon the occurrence of any Event of Default and at any time thereafter (such Event of Default having not previously been cured), Secured Party shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the CodeUCC and as otherwise provided by applicable law, including but not limited to the following: Secured Party may take possession of the Collateral and may use it after having done so. For purposes of taking possession, Secured Party may enter upon any premises on which the Collateral may be situated without legal process and remove the Collateral. Debtor releases Secured Party from any claims arising from such removal and shall hold Secured Party harmless from any liability resulting therefrom. Secured Party may require Debtor to assemble the Collateral and make it available at a place to be designated by Secured Party which is reasonably convenient to all parties. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party shall give Debtor at least ten (10) days' prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor which may be waived, and Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may also have under any law now existing or hereafter adopted. The notice (without notice except as specified belowif any) sell of such sale shall (1) in case of a public sale, state the Collateral at public or time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consummated. Debtor agrees that such notice constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC. Any such public sale shall be held at Secured Party’s office such time or elsewhere, for cash, credit or future delivery times within ordinary business hours and at such price place or prices and upon such other terms places as Secured Party may deem to fix in the notice of such sale. At any such sale the Collateral may be commercially reasonable sold in one lot as allowed under the Codean entirety or in separate parcels, as Secured Party may determine. Secured Party shall not be obligated to make any such sale of Collateral regardless of notice of sale having been givenpursuant to any such notice. Secured Party may 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 thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. (b) All cash proceeds received by Secured Party in respect . In case of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) of all or any part of the Collateral mayon credit or for future delivery, in the sole discretion of Secured Party, Collateral so sold may be held retained by Secured Party as collateral foruntil the selling price is paid by the purchaser thereof, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be obligated to make any sale sold upon like notice. Secured Party, instead of Collateral regardless of notice exercising the power of sale having been given. Secured Party herein conferred upon it, may adjourn any public proceed by a suit or private sale from time suits at law or in equity to time by announcement at the time foreclose its security interests and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of sell the Collateral, or any part portion thereof, at any public under a judgment or private decree of a court or courts of competent jurisdiction. The expenses of retaking, holding, preparing for sale. (g) Grantor recognizes that , selling and the like, and reasonable attorneys' fees and expenses incurred by Secured Party, may be paid from the proceeds of the disposition. Secured Party may elect obtain the appointment of a receiver respecting the Collateral upon such notice as may be required by applicable law and without notice if permitted by such law, and may obtain immediate possession thereof in replevin. Debtor hereby consents to the appointment of such receiver. Insofar as Collateral shall consist of Accounts, insurance policies, instruments, chattel paper, chooses in action or the like, Secured Party may demand, collect, receipt for, settle, compromise, adjust, sue xxx, foreclose or realize upon Collateral as Secured Party may determine, whether or not the Indebtedness or Collateral are then due and for the purpose of realizing Secured Party's rights therein, Secured Party may receive, open and dispose of mail addressed to Debtor and endorse notes, checks, drafts, money orders, documents of title or other evidences of payment, shipment or storage or any form of Collateral on behalf of and in the name of Debtor, as its sole discretion attorney-in-fact. All remedies of Secured Party shall be cumulative to sell the full extent provided by law. Pursuit by Secured Party of certain judicial or other remedies shall not abatx xxx bar resort to other remedies with respect to the Collateral, and pursuit of certain remedies with respect to all or a part some of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among shall not bar other things, to acquire the Collateral for their own account, for investment and not remedies with a view respect to the distribution Indebtedness or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes other portions of the Collateral, Xxxxxxx agrees . Secured Party may exercise its rights to pay any deficiency remaining after application the Collateral without resorting or regard to other collateral or sources of security or reimbursement for the net proceeds to any indebtedness secured herebyIndebtedness.

Remedies Upon Default. If any Upon and after the occurrence of an Event of DefaultDefault that has not been either cured or waived in accordance with the provisions of the Notes prior to the exercise by the Secured Party of any of its rights and remedies hereinafter set forth in this Section 7.1, as defined (i) any or all security granted hereby will, at the option of the Secured Party, become immediately enforceable; and (ii) in Section 6 hereofaddition to any right or remedy provided by law, shall the Secured Party will have occurredthe rights and remedies set out below, all of which rights and remedies will be enforceable successively, concurrently or both: (a) declare any or all of the Obligations not then due and payable to be immediately due and payable by giving notice in writing thereof to the Debtor and, in such event, such Obligations shall be due and payable forthwith by the Debtor to the Secured Party or Holders, as applicable; (b) commence legal action to enforce payment or performance of the Obligations; (c) require the Debtor, at the Debtor's expense, to assemble the Collateral at a place or places designated by notice in writing given by the Secured Party to the Debtor, and the Debtor agrees to so assemble the Collateral; (d) require the Debtor, by notice in writing given by the Secured Party to the Debtor, to disclose to the Secured Party the location or locations of the Collateral and the Debtor agrees to make such disclosure when so required by the Secured Party; (e) without legal process, enter any premises where the Collateral may exercisebe situated and take possession of the Collateral by any method permitted by law; (f) repair, in respect process, complete, modify or otherwise deal with the Collateral and prepare for the disposition of the Collateral, in addition to any and all other rights and remedies provided for herein whether on the premises of the Debtor or otherwise available to it, all and in connection with any such action utilize any of the rights and remedies Debtor's property without charge; (g) dispose of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at by private or public or private sale, at Secured Party’s office lease or elsewhere, for cash, credit or future delivery and at such price or prices and otherwise upon such other terms and conditions as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time determine and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon the Secured Party has taken possession of the Collateral; (whether or not pursuant to a saleh) carry on all or any part of the Collateral maybusiness or businesses of the Debtor and, to the exclusion of all others including the Debtor, enter upon, occupy and, subject to any requirements of law and subject to any leases or agreements then in the sole discretion of Secured Partyplace, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against use all or any part of the Indebtednesspremises, buildings, plant, undertaking and other property of, or used by, the Debtor for such time and in such order manner as the Secured Party shall electsees fit, in its sole discretion. Any surplus free of such cash or cash proceeds held by Secured Party charge, and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (except to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated liable to make the Debtor for any sale act, omission or negligence in so doing or for any rent, charges, depreciation or damages or other amount incurred in connection therewith or resulting therefrom; (i) file such proofs of claim or other documents as may be necessary or desirable to have its claim lodged in any bankruptcy, insolvency, winding-up, liquidation, dissolution or other proceedings (voluntary or otherwise) relating to the Debtor; (j) borrow money for the purpose of carrying on the business of the Debtor or for the maintenance, preservation or protection of the Collateral regardless and mortgage, charge, pledge or grant a security interest in the Collateral, whether or not in priority to the Security Interest hereby created and granted, to secure repayment of any money so borrowed; (k) where the Collateral has been disposed of by the Secured Party as provided in Section 7.1(g), commence legal action against the Debtor for the Deficiency, if any; (1) where the Secured Party has taken possession of the Collateral as herein provided, retain the Collateral irrevocably, to the extent not prohibited by law, by giving notice thereof to the Debtor and to any other Persons required by law in the manner provided by law provided that such retention reduces the amount of sale having been given. the Obligations by an amount equal to the fair market value, as reasonably determined by the Secured Party of the Collateral so retained; (m) appoint, by an instrument in writing delivered to the Debtor, a receiver, interim receiver, manager or a receiver and manager (a "RECEIVER") to collect the Proceeds, and remove any Receiver so appointed and appoint another or others in its stead, or institute proceedings in any court of competent jurisdiction for the appointment of a Receiver, it being understood and agreed that: (i) the Secured Party may adjourn appoint any public Person as Receiver, including an officer or private sale employee of the Secured Party; (ii) such appointment may be made at any time after an Event of Default either before or after the Secured Party shall have taken possession of the Collateral; (iii) the Secured Party may from time to time by announcement at fix the time reasonable remuneration of the Receiver and place fixed therefordirect the payment thereof out of the Collateral or Proceeds; and (iv) the Receiver shall be deemed to be the agent of the Debtor for all purposes and, and such sale mayfor greater certainty, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall not be, in any way, responsible for any actions, whether wilful, negligent or otherwise, of any Receiver, and the Debtor hereby agrees to indemnify and save harmless the Secured Party from and against any and all claims, demands, actions, costs, damages, expenses or payments which the Secured Party may hereafter suffer, incur no liability or be required to pay as a result of, in whole or in part, any action taken by the Receiver or any failure of the sale Receiver to do any act or thing; (n) pay or discharge any Lien claimed by any Person and reasonably established to the satisfaction of the Collateral, or any part Secured Party in the Collateral and the amount so paid shall be added to the Obligations and shall bear interest calculated from the date of payment at the Interest Rate until payment thereof, at any public or private sale.; and (go) Grantor recognizes that Secured Party may elect in its sole discretion to sell all take any other action, suit, remedy or a part of proceeding authorized or permitted by this Agreement, the Collateral to one Notes, the Act or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution by law or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actequity. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code as adopted in the State of Minnesota (the “Code”) in effect at that time, and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem reasonably believe are commercially reasonable. The Secured Party agrees to give at least ten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made, and the Pledgor agrees that such notice shall constitute reasonable as allowed under the Codenotification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of its remedies hereunder, absent this waiver. The Secured Party may disclaim warranties of title and possession and the sale of the Collateral, or any part thereof, at any public or private salelike. (gb) Grantor recognizes that The Secured Party may elect notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in its sole discretion giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party’s name or in the Pledgor’s name, demand, sue for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to sell waive, modify, amend or change the obligation of any such Person. (c) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, or more purchasers then or at any time thereafter be applied in privately negotiated transactions whole or in which part by the purchasers will be obligated to agreeSecured Party against, among other things, to acquire all or any part of the Collateral for their own account, for investment and not with a view to Secured Obligations (including any expenses of the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made Secured Party payable pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”Section 13 hereof)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any (a) Upon the occurrence and during the continuance of a Default or an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) the Secured Party may exercise, in respect of the CollateralParty, in addition to any and all other rights and remedies provided for herein in this Agreement, the Purchase Agreement or any Transaction Document or otherwise available to itthe Secured Party under law, in equity or otherwise: (i) may sell the portion of the Shares necessary to realize proceeds sufficient to satisfy the entire balance of the Obligations and may exercise in respect of the Pledged Collateral, all the rights and remedies of a secured party on default under the CodeUCC (including the provisions of the Delaware UCC with respect to acceptance of collateral in satisfaction of the obligation), and the Secured Party may also (without also, with notice except to Pledgor as specified below) , sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices and delivery, but only upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Codeterms. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact Pledgor agrees that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to Grantor the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming Notwithstanding the foregoing, the Pledgor agrees that private sales or other dispositions may be at prices and other terms less favorable to the seller than if sold at public sales or other dispositions and that such private sales are or other dispositions shall not solely by reason thereof be deemed not to have been made in compliance with federal and state securities laws, a commercially reasonable manner. The Secured Party shall incur no liability as a result of the sale or other disposition of any of the CollateralShares at any private sale which complies with the requirements of this Section 6. The Pledgor hereby waives, to the extent permitted by applicable law, any claims against the Secured Party arising by reason of the fact that the price at which any of the Shares may have been sold or otherwise disposed of at such private sale was less than the price that might have been obtained at a public sale or other public disposition, even if the Secured Party accepts the first offer deemed by the Secured Party on good faith to be commercially reasonable under the circumstances and does not offer any of the Shares to more than one offeree; (ii) may exercise its rights to receive any and all Distributions and make application of any net proceeds included therein to the Obligations in accordance with the terms of this Agreement; (iii) may exercise all governance, voting and other rights pertaining to such Pledged Collateral or take any other action with respect to the Pledged Collateral or the Pledged Entity; (iv) may cause all or any part thereofof the Pledged Collateral held by it to be transferred into its name or the name of its nominee; (v) may otherwise act with respect to the Pledged Collateral as though it were the outright owner thereof (the Pledgor hereby irrevocably constituting and appointing the Secured Party the proxy and attorney-in-fact of the Pledgor, at any public or private salewith full power and authority of substitution, to do so). (gb) Grantor recognizes that Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral shall be held by the Secured Party as collateral for, and then applied by the Secured Party in accordance with the Purchase Agreement. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Pledged Collateral is insufficient to pay the Obligations and the fees and other charges of any attorneys employed by the Secured Party to collect such deficiency. (c) The Secured Party may elect in enforce its sole discretion rights hereunder without any other notice and without any other action now or hereafter required by law, regulation, judicial order or decree or otherwise (all of which are hereby expressly waived by the Pledgor, to sell the fullest extent permitted by law). The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Pledged Collateral and any other security for the Obligations or a part otherwise. The Secured Party shall not be liable for failure to collect or realize upon any or all of the Pledged Collateral to one or more purchasers for any delay in privately negotiated transactions in which the purchasers will so doing nor shall it be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that under any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of take any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actaction with regard thereto. (hd) If Notwithstanding any provision herein or in any other Transaction Document, the Secured Party disposes Party’s rights to: (i) receive Distributions, (ii) foreclose on the Pledged Collateral, (iii) sell the Shares, (iv) vote with respect to the Pledged Collateral or (v) take any other action with respect to the Pledged Collateral or the Pledged Entity may only be done following receipt of consents and approvals of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application Governmental Authorities listed on The Florida Department of the net proceeds to any indebtedness secured herebyHealth Office of Medical Marijuana Use.

Remedies Upon Default. If any Event Upon the occurrence of Default, as defined Secured Party may, in Section 6 hereofaddition to exercising those remedies specified in the Notes, at any time, at its election, without further notice, and to the extent permitted by law pursue any one or more of the following remedies concurrently or successively, it being the intent hereof that none of such remedies shall have occurredbe to the exclusion of any others: (a) Foreclose this Agreement and the security interest granted hereby, as provided herein, or in any manner permitted by law, either personally, through agents or by means of a court appointed receiver, and exclude therefrom Debtor and all others claiming through or under Debtor, and exercise any and all of the rights and remedies conferred upon Secured Party by the Note or by applicable law, either concurrently or in such order as Secured Party may exercisedetermine. Secured Party may sell or otherwise dispose of, in respect or cause to be sold or otherwise disposed of the Collateral, as a whole or in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms parcels as Secured Party may deem determine without affecting in any way the rights or remedies to which Secured Party may be commercially reasonable as allowed entitled under the Code. Note or applicable law; (b) Publicly or privately sell or otherwise dispose of the Collateral, without necessarily having the Collateral at the place of sale or disposition, and upon terms and in such manner as Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been givenmay determine. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to he a sale), or other realization upon (whether or not pursuant to a sale) all or any part purchaser of the Collateral may, in the sole discretion of Secured Party, be held by at any public sale. Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent will give Debtor reasonable notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made made, and such notice, if given to the Debtor pursuant to the provisions of Paragraph 6 hereof at least twenty (20) days prior to the date of any public sale or disposition or the date after which any private sale or disposition may occur, shall constitute reasonable notification.notice of such sale or other disposition; and (fc) Exercise any remedies of a Secured Party shall not be obligated under the Uniform Commercial Code or any other applicable law. Debtor hereby agrees to make any sale of Collateral regardless of notice of sale having been given. indemnity, defend, protect and hold harmless Secured Party and its employees, officers and agents from and against an and all damages, liabilities, claims and obligations which may adjourn he incurred, asserted or imposed upon them or any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability of them as a result of or in connection with any use, operation, or consumption of any of the Collateral or as a result of Secured Party's seeking to obtain performance of any of the obligations due with respect to the Collateral, except from such damages, liabilities, claims or obligations as result from gross negligence or intentional misconduct of Secured Party, its employees, officers or agents. The proceeds of any sale under this Paragraph 5 shall he applied first to the payment of any sums owing to Secured Party pursuant to the provisions of the Note, this Agreement in such manner as Secured Party may elect, with any funds remaining after payment of the foregoing to be paid to Debtor. Secured Party shall have the right to enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to stop or prevent Secured Party from pursuing any further remedy which it may have, and any repossession or retaking or sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view pursuant to the distribution or resale thereof. Grantor acknowledges that terms hereof shall not operate to release Debtor until full payment of any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be deficiency has been made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actcash. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence of an Event of Default, as defined the full amount of the Indebtedness shall, at the option of the Secured Party, become due and payable whereupon the Security Interest shall immediately be enforceable by the Secured Party, and the Secured Party shall have, in Section 6 hereofaddition to all other rights, shall have occurredpowers and remedies available at law and in equity, the following rights, powers and remedies: (a) the Secured Party may exerciseappoint and reappoint by instrument in writing, or institute proceedings in respect any court of competent jurisdiction for the appointment or reappointment of, any person (including the Secured Party) or persons to be a receiver or receiver and manager (collectively called a “Receiver”) of all or any part of the Collateral. The Secured Party may remove or replace the Receiver from time to time, and appoint another person or persons in addition his stead or make application to a court of competent jurisdiction to do so. Subject to the provisions of the instrument or court order appointing the Receiver, the Receiver so appointed or replaced shall have, possess and may exercise all or any and all other rights and remedies provided for herein or otherwise available to itpart of the rights, all the rights powers and remedies of a secured party under the Code, and may also Secured Party (without notice except as specified below) sell whether conferred upon the Collateral at public or private sale, at Secured Party’s office ) by this Agreement or elsewhereotherwise). For greater certainty, for cash, credit or future delivery and at such price or prices and upon such other terms as where the Secured Party may deem is referred to be commercially reasonable as allowed under in this Agreement, the Code. term shall, where the context permits, include the Receiver so appointed or replaced and the officers, employees, servants or agents of the Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at and the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.Receiver; (b) All cash proceeds received by the Secured Party in respect may, without notice, take such steps as it considers necessary or desirable to obtain possession of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral by any method permitted by law, and to that end the Debtor agrees: (i) to deliver possession of the Collateral to the Secured Party forthwith upon its receipt of a written or verbal demand therefor, at such place or places specified by the demand; and (ii) that the Secured Party may, at any time during the day or night, by any lawful means, enter upon any premises where any of the Collateral may be found for the purpose of rendering unusable any part of the Collateral which constitutes equipment or for the purpose of taking possession of and removing the Collateral or any part thereof or both; (c) subject to the Act, the Secured Party may without notice, advertisement, demand for payment or any other formality (all of which are hereby waived) do any act or thing to preserve the Collateral or its value, or seize, collect, realize upon, lease, dispose of, release to third parties, sell by public or private sale or any other mode of disposition as the Secured Party may consider advisable or otherwise deal with the Collateral or any part thereof in such manner, for such consideration, upon such terms and conditions and at such time or times as may, in the sole absolute discretion of the Secured Party, be held by seem to it necessary or advisable; (d) subject to the Act, the Secured Party may without notice, retain the Collateral or any part thereof and postpone the sale or any other disposition or dealing with the Collateral or any part thereof for such period as collateral formay, and/or then or at any time thereafter applied (after payment in the absolute discretion of any amounts payable to Secured Party pursuant to Section 8 hereof) by the Secured Party, against seem to it necessary or advisable; (e) subject to the Act, the Secured Party may without notice, elect to retain all or any part of the IndebtednessCollateral in satisfaction of the Indebtedness or any part thereof; (f) subject to the Act, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of may purchase all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale., auction, tender or by way of any other mode of disposition; (g) Grantor recognizes that the Secured Party may elect in its sole discretion to sell all or a part borrow money on the security of the Collateral to one or more purchasers and create security interests in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act.Collateral; and (h) If the Secured Party disposes may pay any indebtedness of the CollateralDebtor, Xxxxxxx agrees to pay post any deficiency remaining after application security or otherwise deal with any other creditors of the net proceeds Debtor in order to obtain the discharge of any indebtedness secured herebymortgage, charge, hypothecation, pledge, security interest, line, claim or other encumbrance that may exist against the Collateral or any part thereof.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to t more than one of offeree. (eb) Grantor Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, California in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time attempt to sell all or any part of the Collateral by announcement at a private placement, restricting the time bidders and place fixed therefor, prospective purchasers to those who will represent and such sale may, without further notice, be made at the time agree that they are purchasing for investment only and place to which it was not for distribution. In so adjourned. Assuming that such sales are made in compliance with federal and state securities lawsdoing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors deemed by Secured Party, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Collateral. If Secured Party shall incur no liability solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as a result may be necessary or, in the opinion of Secured Party, advisable to register such Collateral 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 prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by Secured Party; (iii) cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Shares or otherwise enforce Secured Party's rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereofthereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, at any public or private saleand therefore agrees that its agreements contained in this Section may be specifically enforced. (ge) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agreePLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, among other thingsSTAY, to acquire the Collateral for their own accountOR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (includingANY REQUIREMENT OF NOTICE, without limitationDEMAND, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActOR ADVERTISEMENT FOR SALE. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the --------------------- continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, California in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time attempt to sell all or any part of the Collateral by announcement at a private placement, restricting the time bidders and place fixed therefor, prospective purchasers to those who will represent and such sale may, without further notice, be made at the time agree that they are purchasing for investment only and place to which it was not for distribution. In so adjourned. Assuming that such sales are made in compliance with federal and state securities lawsdoing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors deemed by Secured Party, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Collateral. If Secured Party shall incur no liability solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as a result may be necessary or, in the opinion of Secured Party, advisable to register such Collateral 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 prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by Secured Party; (iii) cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Shares or otherwise enforce Secured Party's rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereofthereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, at any public or private saleand therefore agrees that its agreements contained in this Section may be specifically enforced. (ge) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agreePLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, among other thingsSTAY, to acquire the Collateral for their own accountOR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (includingANY REQUIREMENT OF NOTICE, without limitationDEMAND, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActOR ADVERTISEMENT FOR SALE. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor agrees that, Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made terms hereof in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 19331933 as now in effect or as hereafter amended, as amended or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”)), and Grantor and as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which Secured Party agree or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that such private sales shall in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration offering under the Securities Act. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. (hc) If Secured Party disposes of the CollateralPLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured herebySTAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx Grantor agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurred: (a) occurred and be continuing, Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCommercial Code as in effect in the State of Oklahoma (or any other state with jurisdiction over the Collateral) at that time, and Secured Party may also (in its sole discretion, without notice (except as specified below) ), sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under reasonable, irrespective of the Code. Secured Party shall not be obligated to make impact of any sale such sales on the market price of Collateral regardless of notice of sale having been giventhe Collateral. Secured Party may adjourn be the purchaser of any public or private sale from time to time by announcement all of the Collateral at the time and place fixed therefor, and any such sale mayand shall be entitled, without further noticefor the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, be made at to use and apply any of the time and place to which it was so adjourned. (b) All cash proceeds received Secured Obligations as a credit on account of the purchase price of any Collateral payable by Secured Party in respect of at such sale. Each purchaser at any such sale of, collection shall hold the property sold absolutely free from (whether any claim or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any right on the part of the Collateral mayPledgor, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor Pledgor agrees that, to the extent that notice of sale shall be required by law, at least ten days’ ' notice to Grantor Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.shall

Remedies Upon Default. If any In case an Event of Default, as defined in Section 6 hereof, Default shall have occurred: (a) occurred and be continuing, Secured Party may exercise, in respect shall be entitled to exercise all of the Collateralrights, in addition to any and all other rights powers and remedies provided for herein (whether vested in it by this Agreement or by law or otherwise available to it(including, all the rights and remedies without limitation, those of a secured party under the Uniform Commercial Code) for the protection and enforcement of its rights in respect of the Pledged Interest, and may also Secured Party shall be entitled, without limitation: (a) to receive all amounts payable in respect of the Pledged Interest otherwise payable under Paragraph 3 of this Agreement to Pledgor; (b) to transfer and register all or any part of the Pledged Interest into Secured Party's name or the name of its nominee or nominees; (c) to vote all or any part of the Pledged Interest (whether or not transferred or registered into the name of Secured Party) and give all consents, waivers and ratification’s in respect thereof and otherwise act with respect to the Pledged Interest as though it were the outright owner thereof pursuant to the proxy granted in Paragraph 2 of this Agreement hereof, including, without limitation, to replace the Manager of Borrower pursuant to Borrower’s Operating Agreement; (d) at any time and without demand of performance or other demand, advertisement or notice of any kind (except as the notice specified belowbelow of time and place of public or private sale) sell to or upon Pledgor (all and each of which demands, advertisements and/or notices are hereby expressly waived to the Collateral extent permitted by law), to proceed forthwith to collect, redeem, receive, appropriate, sell, or otherwise dispose of and deliver the Pledged Interest or any part thereof at public or private sale, sale or sales at Secured Party’’s office or elsewhere, for cash, credit or future delivery and elsewhere at such price or prices and upon on such other terms as Secured Party may deem to best. The foregoing disposition(s) may be commercially reasonable as allowed under the Code. for cash or on credit, with Secured Party shall not be obligated having the right to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) purchase all or any part of the Collateral mayPledged Interest so sold at any such sale or sales, public or private, free of any right or equity of redemption in the sole discretion of Secured PartyPledgor, be held which right or equity is hereby expressly waived or released by Pledgor. Pledgor agrees that ten (10) days prior notice by Secured Party as collateral forsent by certified mail, and/or then postage prepaid, designating the date after which a private sale may take place or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Partya public auction may be held, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus is reasonable notification of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplusmatters. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateralmay, in addition to any exercising those remedies specified in the Note and all the other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private saleLoan Documents, at Secured Party’s office or elsewhereany time, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale mayits election, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law: (a) Foreclose this Agreement and the security interest granted hereby, as provided herein, or in any manner permitted by law, either personally, through agents or by means of a court appointed receiver, and take possession of all or any of the Collateral and exclude therefrom Debtor and all others claiming through or under Debtor, and exercise any and all of the rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against and remedies conferred upon Secured Party by reason the Note, and the other Loan Documents or by applicable law, either concurrently or in such order as Secured Party may determine. Secured Party may sell, lease or otherwise dispose of, or cause to be sold, leased, or otherwise disposed of in such order as Secured Party may determine, as a whole or in such parcels as Secured Party may determine, the Collateral described in this Agreement, or exercise any of the fact that rights conferred upon the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts by this Agreement, the first offer received Note, or other Loan Documents without affecting in any way the rights or remedies to which Secured Party may be entitled under any other Loan Document; and/or (b) Make such payments and does not offer do such acts as Secured Party may deem necessary to protect its security interest in the Collateral, including without limitation paying, purchasing, contesting or compromising any encumbrance, charge, claim or lien which is prior to or superior to the security interest granted hereunder, and, in exercising any such powers or authority, pay all expenses incurred in connection therewith, and all funds expended by Secured Party in protecting its security interest shall be deemed additional indebtedness secured by this Agreement; and/or (c) Require Debtor to assemble the Collateral, or any portion thereof, at any place or places designated by Secured Party, and promptly to deliver such Collateral to more than one of offeree.Secured Party, or an agent or representative designated by it; and/or 45931.0004\YOKENS\LAS\82235.4 (ed) Grantor agrees thatPublicly or privately sell, lease or otherwise dispose of the Collateral, without necessarily having the Collateral at the place of sale, lease or disposition, and upon terms and in such manner as Secured Party may determine. Secured Party may be a purchaser of the Collateral at any public sale. Unless the Collateral is perishable or threatens to the extent decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made made, and such notice, if given to the Debtor pursuant to the provisions of Paragraph 8 hereof at least ten (10) days prior to the date of any public sale or disposition or the date after which any private sale or disposition may occur, shall constitute reasonable notification.notice of such sale, lease or other disposition; and/or (e) Notify any account debtor or any other Party obligated on or with respect to any of the Collateral to make payment to Secured Party or its nominee of any amounts due or to become due thereunder or with respect thereto and otherwise perform its obligations with respect to the Collateral on behalf of and for the benefit of Secured Party. Secured Party may enforce collection and performance with respect to any of the Collateral by suit or otherwise, in its own name or in the name of Debtor or a nominee, and surrender, release, or exchange all or any part thereof; and compromise, extend or renew (whether or not for longer than the original period) or transfer, assign or endorse for collection or otherwise, any indebtedness or obligation with respect to the Collateral, or evidenced thereby, and upon request of Secured Party, Debtor will, at its own expense, notify any person obligated on or with respect to any of the Collateral to make payment and performance directly to, in the name of, and on behalf of Secured Party of any amounts or performance due or to become due thereunder or with respect thereto; and/or (f) Exercise any remedies of a secured Party under the Nevada Uniform Commercial Code or any other applicable law. To effectuate the foregoing, Debtor hereby agrees that if the Secured Party shall not demands or attempts to take possession of the Collateral or any portion thereof in exercise of its rights and remedies hereunder and under any other Loan Document, Debtor will promptly turn over and deliver possession thereof to Secured Party, and Debtor authorizes, to the extent Debtor may now or hereafter lawfully grant such authority, Secured Party, its employees and agents, and potential bidders or purchasers to enter upon any or all of the premises where the Collateral or any portion thereof may at the time be obligated located (or believed to make any sale of Collateral regardless of notice of sale having been given. be located) and Secured Party may adjourn (i) remove the same therefrom or render the same inoperable (with or without removal from such location), (ii) repair, operate, use or manage the Collateral or any public portion thereof, (iii) maintain, repair or private sale from time store the Collateral or any portion thereof, (iv) view, inspect and prepare for sale, lease or disposition the Collateral or any portion thereof, (v) sell, lease, dispose of or consume the same or bid thereon, or (vi) incorporate the Collateral or any portion thereof into the Premises. Debtor hereby agrees to time by announcement at the time indemnify, defend, protect and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, hold harmless Secured Party shall incur no liability and its employees, officers and agents for and against any and all liabilities, claims and obligations which may be incurred, asserted or imposed upon them or any of them as a result of or in connection with any use, operation, lease or consumption of any of the Collateral or as a result of Secured Party’s seeking to obtain performance of any of the obligations due with respect to the Collateral, except from such liabilities, claims or obligations as result from gross negligence or intentional misconduct of Secured Party, its employees, officers or agents. 45931.0004\YOKENS\LAS\82235.4 The proceeds of any sale under this Paragraph 6 shall be applied first to the payment of any sums owing to Secured Party pursuant to the provisions of the Note, this Agreement, or any of the other Loan Documents in such manner as Secured Party may elect, with any funds remaining after payment of the foregoing to be paid to Debtor. Secured Party shall have the right to enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent Secured Party from pursuing any further remedy which it may have, and any repossession or retaking or sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view pursuant to the distribution or resale thereof. Grantor acknowledges that terms hereof shall not operate to release Debtor until full payment of any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be deficiency has been made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actcash. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default under the Note ("Event of Default, as defined in Section 6 hereof, shall have occurred:"): (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party upon default under the Codelaw (irrespective of whether the law applies to the affected items of Collateral), and the Secured Party may also by notice to the Pledgor (without notice except as specified below) propose to sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of the Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery and delivery, at such time or times at their prevailing market price or prices and upon such other terms as the Secured Party may deem commercially reasonable, To the maximum extent permitted by applicable law, the Secured Party may be the purchaser of any or all of the Collateral at any such arms-length sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale at their prevailing market value, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such arms-length sale shall hold the property sold absolutely free from any claim or right on the part of the Pledgor, The Pledgor agrees that, to the extent notice of sale shall be required by law, at least twenty-one (21) calendar days notice to the Pledgor of the time and place of any public sale or the time after which a private sale (arms-length sale)is to be commercially made shall constitute reasonable as allowed under the Codenotification. The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without with further noticenotice to the Pledgor, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor The Pledgor hereby waives reserves any claims against the Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if including the Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor agrees that, The Pledgor hereby acknowledges that the sale by the Secured Party of any Collateral pursuant to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made terms hereof in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended amended, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the “"Securities Act”)"), and Grantor and as well as applicable "Blue Sky" or other state securities laws, may require strict limitations as to the manner in which the Secured Party agree that such private sales or any subsequent transferee of the Collateral may dispose thereof. The Secured Party shall be made in a commercially reasonable manner and that obliged to obtain the maximum possible price for the Collateral. (c) If the Secured Party has no obligation shall determine to engage exercise its right to sell all or any portion of the Collateral pursuant to this Agreement, then the Pledgor agrees that, upon request of the Secured Party, the Pledgor, at its own expense, shall: (i) execute and deliver, or cause the officers and directors of the Issuer to execute and deliver, to any person, entity or governmental authority as the Secured Party may choose, all necessary documents which, in public sales the Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where the Pledgor engages in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce the Secured Party's rights hereunder; and (ii) do or cause to be done all such other acts and no obligation things as may be necessary to delay make such sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration or any part thereof valid and binding and in compliance with applicable law; and (iii) cause the Pledgor to timely file all periodic reports required to be filed by the Pledgor under the Securities ActExchange Act of 1934, as amended. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing, subject to the Secured Party’s obtaining any necessary governmental approvals: (a) The Secured Party may exercise, exercise in respect of the Pledged Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the CodeCode in effect in the State of California at that time, and the Secured Party may also (without notice except as specified below) below or as otherwise required by law sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever absolute discretion may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if deem commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten business days’ notice to Grantor Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming To the maximum extent permitted by law, Pledgor hereby waives any claims against the Secured Party arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such sales are made a private sale was less than the price which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Pledged Collateral to more than one offeree, and in compliance with federal all events such sale shall be deemed to be commercially reasonable. To the maximum extent permitted by law, at any such public or private sale, the Secured Party may be the purchaser of the Pledged Collateral. (b) 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 Secured Party shall incur no liability as a result of the may be compelled, with respect to any sale of the Collateral, all or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral Pledged Collateral, to one or more limit purchasers in privately negotiated transactions in which the purchasers to those who will be obligated to agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Secured Party than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree and, notwithstanding such circumstances, agrees that any such private sales sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party has shall have 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 the Collateral it for a form of public sale requiring registration under the Securities ActAct or under applicable state securities laws, even if Pledgor would agree to do so. (hc) If the Secured Party disposes determines to exercise its right to sell any or all of the Pledged Collateral, Xxxxxxx upon written request, Pledgor shall and shall cause each issuer of any Pledged Collateral to be sold hereunder from time to time to furnish to the Secured Party all such information as the Secured Party may reasonably request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by the Secured Party as exempt transactions under the Securities Act and the rules of the Securities Exchange Commission thereunder, as the same are from time to time in effect. (d) Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, and at any time following the occurrence and during the continuation of an Event of Default thereafter applied (after payment of any amounts payable to the Secured Party pursuant to SECTION 20) in whole or in part by the Secured Party against all or any part of the Secured Obligations in such order as the Secured Party shall elect. After such application and after payment by the Secured Party of any other amount required by law, including, without limitation Section 9608(a)(1)(C) of the Code, any surplus of such cash or cash proceeds held by the Secured Party and then remaining shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. In a like manner, Pledgor shall pay to the Secured Party, without demand, whatever amount of the Secured Obligations remains unpaid after the Pledged Collateral has been sold and the proceeds applied as aforesaid, together with interest thereon from the date of demand at the highest rate specified in the Secured Notes, which interest shall also constitute a part of the Secured Obligations. (e) The Secured Party shall not be obligated to resort to its rights or remedies with respect to any other security for or guaranty or payment of the Secured Obligations before resorting to its rights and remedies against Pledgor hereunder. All rights and remedies of the Secured Party shall be cumulative and not in the alternative. (f) Pledgor further agrees to pay use its commercially reasonable efforts to do or cause to be done all such other acts as may be reasonably necessary to make any deficiency remaining after application sale or sales of all or any portion of the net proceeds Pledged Collateral pursuant to this SECTION 12 valid and binding and in compliance with any indebtedness secured herebyand all applicable requirements of law. Pledgor further agrees that a breach of any of its covenants contained in this SECTION 12 will cause irreparable injury to the Secured Party, that the Secured Party has no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this SECTION 12 shall be specifically enforceable against Pledgor. Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under any Secured Note.

Remedies Upon Default. If any Upon the occurrence of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, in respect of the Collateralmay, in addition to any and all other rights and exercising those remedies provided for herein or otherwise available to it, all specified in the rights and remedies of a secured party under the Code, and may also (without notice except as specified below) sell the Collateral at public or private saleNote, at Secured Party’s office or elsewhereany time, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale mayits election, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law: (a) Foreclose this Agreement and the security interest granted hereby, as herein provided, or in any manner permitted by law, either personally, through agents or by means of a court appointed receiver, in its sole discretion, and take possession of all or any of the Collateral and exclude therefrom Debtor and all others claiming through or under Debtor, and exercise any and all of the rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against and remedies conferred upon Secured Party by reason the Note or by applicable law, either concurrently or in such order as Secured Party may determine, and sell, lease or otherwise dispose of, or cause to be sold, leased or otherwise disposed of, in such order as Secured Party may determine, as a whole or in such parcels as Secured Party may determine, the Collateral; (b) Make such payments and do such acts as Secured Party may deem necessary to protect its security interest in the Collateral, including, without limitation, paying, purchasing, contesting or compromising any encumbrance, charge, claim or lien which is prior to or superior to the security interest granted hereunder, and, in exercising any such powers or authority, pay all expenses incurred in connection therewith, and all funds expended by Secured Party in protecting their security interest, with interest thereon at the rate provided in the Note, shall be deemed additional indebtedness secured by this Agreement; (c) Publicly or privately sell, lease or otherwise dispose of the fact that Collateral in accordance with the price requirements of the Massachusetts or other applicable U.S. jurisdictions' Uniform Commercial Code, and upon such terms and in such manner as Secured Party may in its sole discretion determine. Secured Party may be a purchaser at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if . Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent will give Debtor reasonable notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale of the Collateral or of the time after which any private sale or any other intended disposition of the Collateral is to be made made, and such notice, if given to Debtor pursuant to the provisions of Section 9 hereof at least ten (10) business days prior to the date of any public sale or disposition or the date after which any private sale or disposition may occur, shall constitute reasonable notification. (f) Secured Party notice of such sale, lease or other disposition. Unless otherwise required by applicable law, the Collateral shall not be obligated required to be exhibited, presented or displayed at any sale; (d) Require Debtor to assemble the Collateral and deliver or make any sale of Collateral regardless of notice of sale having been given. it available to Secured Party may adjourn at a place, to be designated by Secured Party, which is reasonably convenient to both parties; and (e) Exercise any public remedies of a secured party under the laws of the states in which the Collateral is located and under the Delaware Uniform Commercial Code or private sale from time any other applicable law. In addition to time by announcement at the time and place fixed thereforpayment of the indebtedness secured hereby, and such sale may, without further notice, be made at the time and place Debtor agrees to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, pay to Secured Party shall incur no liability as a result all reasonable expenses incurred by Secured Party, after the occurrence of an Event of Default hereunder, in connection with the retaking, holding, preparing for sale or sale of the Collateral, or Collateral including reasonable attorneys' fees and costs. The proceeds of any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell sale under this Section 6 shall be applied as follows: First: To the payment of all or a part of the Collateral to one costs and expenses of any sale or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agreecollection incurred by Secured Party, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under reasonable attorneys' fees; Second: To the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made payment in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes full of the Collateralobligations evidenced by the Note; and Third: Any surplus then remaining to Debtor, Xxxxxxx agrees its successors or assigns, or to pay any deficiency remaining after application whomever may be lawfully entitled to receive the same, or as a court of the net proceeds to any indebtedness secured herebycompetent jurisdiction may direct.

Remedies Upon Default. If (a) Upon the occurrence and during the continuance of any Event of Default, as defined in Section 6 hereofand subject to (and without limitation of) the terms of the Note and the Purchase Agreement (including, shall have occurred:without limitation, the cure periods (if any) with respect to such Events of Default set forth therein): (ai) Secured Party may exercise, in respect declare all Obligations secured hereby immediately due and payable and shall have all of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the CodeUCC or under other applicable law. (ii) Secured Party may notify Debtor's account or contract debtors (or other obligors whose obligations to Debtor secure this agreement) of Secured Party's security interest and that such account or contract debtors are to make payments directly to Secured Party. Secured Party may send this notice in Debtor's name or in Secured Party's name, and at Secured Party's request Debtor will join in Secured Party's notice, provide written confirmation of Secured Party's security interest and request that payment be sent to Secured Party. Secured Party may also (without notice except as specified below) sell enforce this obligation by specific performance. Secured Party may collect all amounts due on the accounts and accounts receivable. Upon and after notification by Secured Party to Debtor pursuant to this Section 7(a)(ii), Debtor shall hold any proceeds and collections of any of the Collateral at in trust for Secured Party and shall not commingle such proceeds or collections with any other of Debtor's funds, and Debtor shall deliver all such proceeds to Secured Party immediately upon Debtor's receipt thereof in the identical form received and duly endorsed or assigned to Secured Party. (iii) with or without judicial process or the aid or assistance of others, Secured Party may enter upon any premises on or in which any of the Collateral may be located and take possession of the Collateral or complete processing, manufacturing and repair of all or any portion of the Collateral. (iv) Secured Party may collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral, which shall be applied against the Obligations. (v) Secured Party may 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 for application against the Obligations. (vi) Secured Party may sell, lease, transfer, assign, deliver or otherwise dispose of any and all Collateral (including entering into contracts with respect thereto, public or private salesales at any exchange, broker's board, at any office of Secured Party’s office Party or elsewhere, for cash, credit or future delivery and ) at such price prices or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public reasonable, for cash, upon credit or private sale from time to time by announcement at the time and place fixed thereforfor future delivery, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as with the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all having the Indebtedness shall be paid over right to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer purchase the whole or any part of the Collateral into the name at any such public sale, all of the Secured Party foregoing being free from any right or the name equity of its nominee redemption of Debtor, which right or equity of redemption is hereby expressly waived and thereafter exercise all voting and other rights in connection with the Collateralreleased by Debtor. (dvii) Grantor hereby waives (to At the extent permitted by law) all rights request of redemptionSecured Party, stay and/or appraisal which it now has the Debtor shall cause the Collateral, or may at any time in such portion of the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Collateral as Secured Party by reason of the fact that the price at which any Collateral may have been sold direct, to be assembled for Secured Party at such a private salelocation (including, if commercially reasonablewithout limitation, was less than the price which might have been obtained at a public sale, even if Debtor's business address) as Secured Party accepts the first offer received and does not offer such Collateral to more than one of offereemay request. (eviii) Grantor agrees thatSecured Party may exercise any other rights and remedies that it may have under the other Transaction Documents. (b) If any of the Collateral is sold or leased by Secured Party upon credit terms or for future delivery, to the extent Obligations shall not be reduced as a result thereof until payment therefor is finally collected by Secured Party. If notice of sale shall be disposition of Collateral is required by law, at least ten days’ (10) days prior notice by Secured Party to Grantor of Debtor designating the time and place of any public sale or the time after which any private sale or other intended disposition of Collateral is to be made made, shall constitute be deemed to be reasonable notificationnotice thereof and Debtor waives any other notice. In the event Secured Party institutes an action to recover any Collateral or seeks recovery of any Collateral by way of prejudgment remedy, Debtor waives the posting of any bond which might otherwise be required. Any such sale may take place from Debtor's location or such other location as Secured Party may designate. (fc) Debtor hereby irrevocably appoints Secured Party as its true and lawful attorney-in-fact with full power of substitution, effective upon the occurrence and continuation of an Event of Default, to take any of the foregoing actions set forth in this Section in the name of the Debtor to carry out the terms of this Agreement and to protect, enforce, preserve or perfect Secured Party's rights hereunder and under the other Transaction Documents. Such power of attorney is irrevocable until this Agreement is terminated and shall be deemed to be coupled with an interest. (d) For the purpose of enabling Secured Party to exercise the rights and remedies hereunder and only for such purpose, effective upon the occurrence and during the continuance of an Event of Default, Debtor hereby grants to Secured Party, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to Debtor) to use, assign, license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and other source of business identifiers and other Intellectual Property and general intangibles now owned or hereafter acquired by Debtor, wherever the same maybe located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (e) Secured Party shall not be obligated to make any sale may apply the cash proceeds of Collateral regardless of notice of sale having been given. actually received by Secured Party may adjourn from any public sale, lease, foreclosure or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part other disposition of the Collateral to one payment of the Obligations, in whole or more purchasers in privately negotiated transactions part and in which the purchasers such order as Secured Party may elect, whether or not then due; provided, however, that such proceeds will be obligated first applied against any accrued but unpaid interest then due. Debtor shall remain liable to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale for the payment of any Collateral to permit deficiency with interest at the issuer thereof to register Default Rate (as defined in the Collateral for a form Note) and all costs and expenses of public sale requiring registration under the Securities Actcollection or enforcement, including attorneys' fees and legal expenses. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any (a) Upon the occurrence and continuance of an Event of Default, as defined in Section 6 hereofthe Secured Party, shall have occurredfollowing good faith consultation with the Board of Directors of TILT Holdings, Inc., may exercise any or all of the following rights and remedies: (ai) Secured Party may exercise, in respect of the Collateral, in addition to any and all other those rights and remedies provided for herein in this Agreement, the Purchase Agreement, the Subordination Agreement or otherwise any other Loan Document; provided that, this Section 11(a) shall not be understood to limit any rights or remedies available to it, all the Secured Party prior to an Event of Default; (ii) those rights and remedies of available to a secured party under the CodeUCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement; (iii) give notice of sole control or any other instruction under any Deposit Account Control Agreement or and may also other control agreement with any securities intermediary and take any action therein with respect to such Collateral; (iv) without notice except as specified belownotice, demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) sell to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale, sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at Secured Partyany Grantor’s office premises or elsewhere), for cash, on credit or for future delivery and at such price or prices without assumption of any credit risk, and upon such other terms as the Secured Party may deem commercially reasonable; and (v) upon three (3) Business Days’ prior written notice to be commercially reasonable the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as allowed under a holder with respect thereto, collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Code. Pledged Collateral as though the Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at was the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedoutright owner thereof. (b) All cash proceeds received by The Secured Party may comply with any applicable state or federal law requirements in respect connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral mayCollateral; provided, in the sole discretion of Secured Partyhowever, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as that the Secured Party shall elect, comply with all state and/or local cannabis laws in its sole discretion. Any surplus connection with a disposition of the Collateral to the extent that such cash or cash proceeds held by Secured Party compliance does not materially and remaining after payment in full adversely affect the value of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) The Secured Party may transfer shall have the right upon any such public sale or sales and, to the extent permitted by Law, upon any such private sale or sales, to purchase for the benefit of the Secured Party and the other Purchasers and AP Noteholders, the whole or any part of the Collateral into so sold, free of any right of equity redemption, which equity redemption the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the CollateralGrantor hereby expressly releases. (d) Grantor hereby waives (to Until the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such is able to effect a private sale, if commercially reasonablelease, was less than or other disposition of Collateral, the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated have the right to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public hold or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. In addition to the foregoing, upon the occurrence and during the continuance of any default or Event of Default, Secured Party shall be entitled to the immediate appointment of a receiver for all or any part of the Collateral, whether such receivership is incidental to a proposed sale of the Collateral pursuant to the UCC or otherwise. Grantor hereby consents to the appointment of such a receiver without notice or bond, to the full extent permitted by applicable statute or Law; and waives any and all notices of and defenses to such appointment and agrees not to oppose any application therefor by the Secured Party on behalf of the Purchasers and the AP Noteholders, but nothing herein is to be construed to deprive the Secured Party or any Purchaser or AP Noteholder of any other right, remedy, or privilege that the Secured Party, Purchasers, or AP Noteholders may have under Law to have a receiver appointed; provided, however, that, the appointment of such receiver shall not impair or, in any manner, prejudice the rights of the Secured Party, on behalf of the Purchasers and AP Noteholders, to receive any payments provided for herein. Such receivership shall, at the option of the Secured Party, continue until full payment of all of the Obligations or as otherwise required by any public or private saleapplicable Laws. (ge) Notwithstanding the foregoing, neither the Secured Party nor any other Purchasers or AP Noteholders shall be required to (i) make any demand upon, or pursue or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. (f) Each Grantor recognizes that the Secured Party may elect in its sole discretion be unable to sell effect a public sale of any or all or a part of the Pledged Collateral and may be compelled to resort to one or more purchasers private sales thereof in privately negotiated transactions accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in which the purchasers will be obligated to agree, among prices and other things, to acquire the Collateral for their own account, for investment and not with a view terms less favorable to the distribution or resale thereof. Grantor acknowledges seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sales may sale shall not be at prices and on terms less favorable than those obtainable through deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Secured Party shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (amended, or under applicable state securities laws, even if the “Securities Act”)), and applicable Grantor and Secured Party the issuer would agree that such private sales to do so. Notwithstanding the foregoing, any rights and remedies provided in this Section 11 shall be made in a commercially reasonable manner and that Secured Party has no obligation subject to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActSubordination Agreement. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If (but only if) any Event of Default, as defined in Section 6 hereofthe Notes, shall have occurredoccurred and be continuing: (a) Upon written notice from the Secured Party may exerciseParty, the right of Pledgor to receive dividends and to vote the Pledged Shares shall cease, and all such rights shall become vested in respect of the Collateral, in Secured Party. In addition to any and all other rights and remedies provided for herein or otherwise available to it, the Secured Party may exercise all the rights and remedies of a secured party on default under the CodeUniform Commercial Code in effect in the State of New York at that time, and the Secured Party may also (also, without notice except as specified below) , sell the Pledged Collateral at public or private saleany part thereof, at Secured Party’s office or elsewherein accordance with and subject to applicable law, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as Secured Party may deem to be are commercially reasonable as allowed under the Codereasonable. The Secured Party shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party in respect of from any sale of, of or collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral mayPledged Collateral, in the sole discretion of Secured Party, may be held by the Secured Party as collateral for, and/or then be applied in whole or at any time thereafter applied (after payment of any amounts payable to in part by the Secured Party pursuant to Section 8 hereof) by Secured Partyagainst, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretionObligations. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all of the Indebtedness Obligations shall be paid over to whomsoever may be lawfully entitled to receive such surplusthe Pledgor. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (Notwithstanding anything to the extent permitted by law) all rights of redemptioncontrary contained herein, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated take any action with respect to make any sale the Pledged Shares pursuant to an exercise of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at its rights as a secured party hereunder unless the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur have given the Pledgor at least 120 days prior written notice of such action (which notice shall not be given prior to the occurrence of an Event of Default); provided, that, no liability as a result of such prior written notice shall be required in connection with any action taken by the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect reasonably necessary to perfect the security interest granted hereby and protect its rights in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActPledged Shares. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the CodeCode (whether or not the Code applies to the affected Collateral), and also may also (i) take absolute control of the Collateral, including, without limitation, transfer into the Secured Party’s name or into the name of its nominee or nominees (to the extent the Secured Party has not theretofore done so) and thereafter receive, for the benefit of the Secured Party, 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 Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place or places to be designated by the Secured Party that is reasonably convenient to both parties, and the Secured Party 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 Secured Party’s rights and remedies hereunder or under law, without obligation to the Grantor in respect of such occupation, and (iii) without notice except as specified belowbelow 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 Secured Party’s office offices, at any exchange or broker’s board or elsewhere, for cash, on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under and/or (B) lease, license or otherwise dispose of the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in thereof upon such order terms as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if deem commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) . The Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten daysfive (5) Business Days’ prior written notice to the Grantor of the time and place 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. (f) . The Secured Party shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming The Grantor hereby waives any claims against the Secured Party 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 Secured Party 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 sales are made in compliance with federal and state securities laws, sale of the Collateral by the Secured Party shall incur no liability be made without warranty, (ii) the Secured Party may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, (iii) the Secured Party 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 Secured Party 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 addition to the foregoing, (i) upon written notice to the Grantor from the Secured Party, 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 Secured Party 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 a result the Secured Party shall in its sole discretion determine; and (iii) the Secured Party 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 Secured Party 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 Secured Party: (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 Secured Party, 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 Secured Party, 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 CollateralPledged Interests, as requested by the Secured Party, (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 Secured Party 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 Secured Party 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 Settlement Documents. (c) Notwithstanding the provisions of Section 9(b) hereof, the Grantor recognizes that the Secured Party may deem it impracticable to effect a public sale of all or any part thereof, at of the Pledged Shares or any public or private sale. (g) Grantor recognizes other securities constituting Pledged Interests and that the Secured Party may elect in its sole discretion may, therefore, determine to sell all or a part of the Collateral to make one or more private sales of any such securities to a restricted group of purchasers in privately negotiated transactions in which the purchasers who will be obligated to agree, among other things, to acquire the Collateral such 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 sales sale may be at prices and on terms less favorable to the seller than those obtainable through the prices and other terms which might have been obtained at a public sale (includingand, without limitationnotwithstanding the foregoing, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that the Secured Party has no obligation to engage in public sales and shall have no obligation to delay the sale of any Collateral such securities for the period of time necessary to permit the issuer thereof of such securities to register the Collateral such securities for a form of public sale requiring 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 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(c) 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 the Secured Party may, in such event, bid for the purchase of such securities. (hd) If Any cash held by the Secured Party disposes (or its agent or designee) as Collateral and all Cash Proceeds received by the Secured Party (or its agent or designee) in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Secured Party, be held by the Secured Party (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 Secured Party pursuant to Section 10 hereof) in whole or in part by the Secured Party against, all or any part of the Secured Obligations in such order as the Secured Party shall elect, consistent with the provisions of the Settlement Agreement. Any surplus of such cash or Cash Proceeds held by the Secured Party (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 of the Settlement 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 Secured Party is legally entitled, the Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified in any applicable Settlement Document for interest on the Outstanding Reimbursement Amount 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 Secured Party to collect such deficiency. (f) The Grantor hereby acknowledges that if the Secured Party complies with any applicable requirements of law in connection with a disposition of the Collateral, Xxxxxxx agrees to pay such compliance will not adversely affect the commercial reasonableness of any deficiency remaining after application sale or other disposition of the net proceeds Collateral. (g) The Secured Party shall not be required to marshal any indebtedness 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 Secured Party’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 Secured Party’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 herebyor 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 any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercisemay, in respect of without any other notice to or demand upon the CollateralPledgor and the Escrow Agent, in addition to any and assert all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the CodeUCC or other applicable law, including, without limitation, the right to take possession of, convert, liquidate or dispose of all or any portion of the Collateral. Written notice mailed to the Pledgor 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 other reasonable manner shall be sufficient. 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 redemption with respect to the Collateral, whether before or after sale hereunder, and may also (without notice except as specified below) sell all rights, if any, of marshalling the Collateral at public and any other security for the Secured Obligations or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.otherwise (b) All cash proceeds received by Secured Party in respect rights of any sale of, collection from the Pledgor to (whether or not i) exercise the voting and other consensual rights it would otherwise be entitled to exercise pursuant to a sale), or Section 6(a) and (ii) receive the dividends and other realization upon (whether or not distributions which it would otherwise be entitled to receive and retain pursuant to a saleSection 6(b) , shall immediately cease, and all or any part of the Collateral may, such rights shall thereupon become vested in the sole discretion of Secured Party, be held by 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 for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of If the Secured Party or the name of shall determine to exercise its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part any of the Collateral pursuant to one this Section, the Pledgor agrees that, upon request of the Secured Party, the Pledgor will, at its own expense, do or more purchasers in privately negotiated transactions in which the purchasers will cause to be obligated done all such acts and things as may be necessary to agree, among other things, to acquire make such sale of the Collateral for their own account, for investment or any part thereof valid and not binding and in compliance with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Actapplicable law. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any (a) Upon the occurrence and continuance of an Event of Default, as defined in Section 6 hereofthe Secured Party, shall have occurredfollowing good faith consultation with the Board of Directors of TILT Holdings Inc., may exercise any or all of the following rights and remedies: (ai) Secured Party may exercise, in respect of the Collateral, in addition to any and all other those rights and remedies provided for herein in this Agreement, the Purchase Agreement, the Subordination Agreement or otherwise any other Loan Document; provided that, this Section 11(a) shall not be understood to limit any rights or remedies available to it, all the Secured Party prior to an Event of Default; (ii) those rights and remedies of available to a secured party under the CodeUCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement; (iii) give notice of sole control or any other instruction under any Deposit Account Control Agreement or and may also other control agreement with any securities intermediary and take any action therein with respect to such Collateral; (iv) without notice except as specified belownotice, demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) sell to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale, sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at Secured Partyany Grantor’s office premises or elsewhere), for cash, on credit or for future delivery and at such price or prices without assumption of any credit risk, and upon such other terms as the Secured Party may deem commercially reasonable; and (v) upon three (3) Business Days’ prior written notice to be commercially reasonable the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or ​ ​ any part of the Pledged Collateral, exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, exercise the voting and all other rights as allowed under a holder with respect thereto, collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Code. Pledged Collateral as though the Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at was the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjournedoutright owner thereof. (b) All cash proceeds received by The Secured Party may comply with any applicable state or federal law requirements in respect connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral mayCollateral; provided, in the sole discretion of Secured Partyhowever, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as that the Secured Party shall elect, comply with all state and/or local cannabis laws in its sole discretion. Any surplus connection with a disposition of the Collateral to the extent that such cash or cash proceeds held by Secured Party compliance does not materially and remaining after payment in full adversely affect the value of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) The Secured Party may transfer shall have the right upon any such public sale or sales and, to the extent permitted by Law, upon any such private sale or sales, to purchase for the benefit of the Secured Party and the other Purchasers, the whole or any part of the Collateral into so sold, free of any right of equity redemption, which equity redemption the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the CollateralGrantor hereby expressly releases. (d) Grantor hereby waives (to Until the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such is able to effect a private sale, if commercially reasonablelease, was less than or other disposition of Collateral, the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated have the right to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public hold or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities laws, Secured Party shall incur no liability as a result of the sale of the use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Secured Party. In addition to the foregoing, upon the occurrence and during the continuance of any default or Event of Default, Secured Party shall be entitled to the immediate appointment of a receiver for all or any part of the Collateral, whether such receivership is incidental to a proposed sale of the Collateral pursuant to the UCC or otherwise. Grantor hereby consents to the appointment of such a receiver without notice or bond, to the full extent permitted by applicable statute or Law; and waives any and all notices of and defenses to such appointment and agrees not to oppose any application therefor by the Secured Party on behalf of the Purchasers, but nothing herein is to be construed to deprive the Secured Party or any Purchaser of any other right, remedy, or privilege that the Secured Party or Purchasers, may have under Law to have a receiver appointed; provided, however, that, the appointment of such receiver shall not impair or, in any manner, prejudice the rights of the Secured Party, on behalf of the Purchasers, to receive any payments provided for herein. Such receivership shall, at the option of the Secured Party, continue until full payment of all of the Obligations or as otherwise required by any public or private saleapplicable Laws. (ge) Notwithstanding the foregoing, neither the Secured Party nor any other Purchasers shall be required to (i) make any demand upon, or pursue or exhaust any of its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. (f) Each Grantor recognizes that the Secured Party may elect in its sole discretion be unable to sell effect a ​ ​ public sale of any or all or a part of the Pledged Collateral and may be compelled to resort to one or more purchasers private sales thereof in privately negotiated transactions accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in which the purchasers will be obligated to agree, among prices and other things, to acquire the Collateral for their own account, for investment and not with a view terms less favorable to the distribution or resale thereof. Grantor acknowledges seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sales may sale shall not be at prices and on terms less favorable than those obtainable through deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Secured Party shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (amended, or under applicable state securities laws, even if the “Securities Act”)), and applicable Grantor and Secured Party the issuer would agree that such private sales to do so. Notwithstanding the foregoing, any rights and remedies provided in this Section 11 shall be made in a commercially reasonable manner and that Secured Party has no obligation subject to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities ActSubordination Agreement. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing, Secured Party is, subject to the Credit Agreement, entitled to exercise any one or more of the following remedies: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party under the Code, and Secured Party may also (without notice except as specified below) below sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as Secured Party in its sole discretion may deem commercially reasonable. Pledgor agrees that at least 20 days’ written notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor Pledgor hereby waives any claims against Secured Party arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which might have been obtained at a public sale. To the extent permitted by law, even if Secured Party accepts may be the first offer received and does not offer such Collateral to more than one purchaser of offereethe Collateral. (eb) Grantor agrees Pledgor recognizes that, to by reason of certain prohibitions contained in the extent notice Securities Act of sale shall be required by law1933, at least ten days’ notice to Grantor of as amended (the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor“Securities Act”), and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and applicable state securities laws, Secured Party shall incur no liability as a result may be compelled, with respect to any sale of the sale all or any part of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral limit purchasers to one or more purchasers in privately negotiated transactions in which the purchasers those who will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor thereof Pledgor acknowledges that any such private sales placement, whether through public or private sale under the Code, may be at prices and on terms less favorable to Secured Party than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933Act, as amended (the “Securities Act”))and, and Grantor and Secured Party agree notwithstanding such circumstances, agrees that any such private sales placement, whether through public or private sale under the Code, shall be deemed to have been made in a commercially reasonable manner and that Secured Party has shall have no obligation to engage in a public sales offering and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register the Collateral it for a form of public sale offering requiring registration under the Securities ActAct or under applicable state securities laws, even if Pledgor would agree to do so. (hc) If Secured Party disposes decides to exercise its right to sell any or all of the Collateral, Xxxxxxx agrees upon written request, Pledgor shall furnish to pay Secured Party all such information as Secured Party may reasonably request in order to determine the Collateral which may be sold by Secured Party 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. (d) Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any deficiency sale of, collection from, or other realization upon all or any part of the Collateral shall be promptly applied (after payment of any amounts payable to Secured Party pursuant to Section 16) in whole or in part by Secured Party against all or any part of the Secured Obligations in accordance with the Credit Agreement. Any surplus of such cash or cash proceeds held by Secured Party and remaining after application payment in full of all the Secured Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. (e) Secured Party shall not be obligated to resort to its rights or remedies with respect to any other security for or guaranty of payment of the net proceeds Secured Obligations before resorting to its rights and remedies against Pledgor hereunder. All rights and remedies of Secured Party shall be cumulative and not in the alternative. (f) To the extent the Collateral consists of Pledgor’s entire interest in the Partnership, Secured Party may pursue and enforce its rights and remedies only as to the Distributions, reserving the discretion to pursue or not pursue its rights as to the balance of the Collateral at a later date. (g) To the extent the exercise by Secured Party of any indebtedness secured herebyremedy afforded herein requires the consent or approval of any governmental agency or regulatory body, the right of Secured Party to exercise such remedy shall be conditioned upon receipt by Secured Party of such consent or approval. In furtherance of the exercise by Secured Party of the power of sale granted to it herein, Pledgor agrees that, upon request of Secured Party and without expense to Secured Party, Pledgor shall use its reasonable best efforts to obtain all necessary approvals from all applicable federal, state and local governmental agencies, authorities and instrumentalities for the sale by Secured Party of the Collateral, or any part thereof, or the transfer to the successful bidder or prospective purchaser of any governmental licenses or franchise necessary to allow it to conduct the business or activities for which the Collateral is intended.

Remedies Upon Default. If Upon the occurrence of an event of default, and at any Event of Defaulttime thereafter as long as the default continues, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercisemay, at its option, with or without notice to Debtor (i) declare this Agreement to be in respect of default, (ii) declare the Collateralindebtedness hereunder to be immediately due and payable, in addition to any and (iii) declare all other rights debts then Owing by Debtor to Secured Party to be immediately due and remedies provided for herein or otherwise available payable, (iv) cancel any insurance and credit any refund to itthe indebtedness, and (v) exercise all of the rights and remedies of a secured party Secured Party under the Code, Uniform Commercial Code and may also (without notice except as specified below) sell the Collateral at public or private sale, at Secured Party’s office or elsewhere, for cash, credit or future delivery and at such price or prices and upon such any other terms as Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made in compliance with federal and state securities applicable laws, Secured Party shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. (g) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, the right to require Debtor to assemble the Equipment and deliver it to Secured Party at a public offering made pursuant place to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”))be designated by Secured Party which is reasonably convenient to both parties, and Grantor to lawfully enter any premises where the Collateral may be without judicial process and take possession thereof. Acceleration of any or all indebtedness, if so elected by Secured Party, shall be subject to all applicable laws including those pertaining to refunds and rebates of unearned charges. Any property other than the Collateral which is in or upon the Collateral at the time of repossession may be taken and held without liability until its return is requested by Debtor. Any sale or other disposition of any of the Collateral may be made at public or private sale or through public auction for a wholesale or retail price at the option of Secured Party. Secured Party agree that may buy at any sale and become the owner of the Collateral. Unless otherwise provided by law, any requirement of reasonable notice which Secured Party may be obligated to give regarding the sale or other disposition of Collateral will be met if such private sales shall be made in a commercially reasonable manner and notice is mailed to Debtor at its address shown herein at least ten days before the time of sale or other disposition. Debtor agrees that Secured Party has no obligation may bring any legal proceedings it deems necessary to engage enforce the payment and performance of Debtor's obligations hereunder in public sales any court in the State shown in Secured Party's address set forth herein, and no obligation service of process may be made upon Debtor by mailing a copy of the summons to delay sale Debtor at its address shown herein. The filing by Secured Party of any Collateral action or proceeding with respect to permit the issuer thereof to register the Collateral or any of Debtor's obligations hereunder shall not constitute an election by Secured Party's remedies or a waiver of Secured Party's rights to take possession of the Collateral as provided above. Expenses of retaking, holding, preparing for a form sale, selling and the like shall include (a) the reasonable fees of public sale requiring registration under the Securities Act. (hany attorneys retained by Secured Party,(b) If any amounts advanced or expenses incurred by Secured Party disposes of the Collateral, Xxxxxxx pursuant to Paragraph 3 hereof and (c) all other legal and other expenses incurred by Secured Party. Debtor agrees to that it is liable for and will promptly pay any deficiency remaining after application any disposition of Collateral after default and all costs and expenses, including the net proceeds to reasonable fees of any indebtedness secured herebyattorney, incurred by Secured Party in the collection of any such deficiency.

Remedies Upon Default. If any Event of Default, as defined in Section 6 hereof, Default shall have occurredoccurred and be continuing: (a) The Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under Revised Article 9 of the CodeCode in effect at that time, and may also (may, without notice except as specified below) , sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s office offices or elsewhere, for cash, on credit or for future delivery and at such price or prices delivery, and upon such other terms as the Secured Party may deem to be commercially reasonable as allowed under the Code. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor hereby waives any claims against Secured Party by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if reasonably believe are commercially reasonable, was less than the price which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (e) Grantor . The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice to Grantor the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) . The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Assuming that such sales are made The Pledgor hereby waives all requirements of law, if any, relating to the marshalling of assets which would be applicable in compliance connection with federal and state securities laws, the enforcement by the Secured Party shall incur no liability as a result of its remedies hereunder, absent this waiver. The Secured Party may disclaim warranties of title and possession and the sale of the Collateral, or any part thereof, at any public or private salelike. (gb) Grantor recognizes that The Secured Party may elect notify any Person obligated on any of the Collateral that the same has been assigned or transferred to the Secured Party and that the same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in its sole discretion giving such notice, if the Secured Party so requests. The Secured Party may, in the Secured Party’s name or in the Pledgor’s name, demand, sxx for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such Collateral or grant any extension to, make any compromise or settlement with or otherwise agree to sell waive, modify, amend or change the obligation of any such Person. (c) Any cash held by the Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or a any part of the Collateral to one may, in the discretion of the Secured Party, be held by the Secured Party as collateral for, or more purchasers then or at any time thereafter be applied in privately negotiated transactions whole or in which part by the purchasers will be obligated to agreeSecured Party against, among other things, to acquire all or any part of the Collateral for their own account, for investment and not with a view to Obligations (including any expenses of the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made Secured Party payable pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”Section 14 hereof)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act. (h) If Secured Party disposes of the Collateral, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured hereby.

Remedies Upon Default. If any Upon the occurrence and during the continuance of an Event of Default, as defined in Section 6 hereof, shall have occurred: (a) Secured Party may exercise, exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the CodeCode (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also (without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Secured Party’s office 's offices or elsewhere, for cash, on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgors, and each Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that 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 (10) calendar days notice to such Pledgor of the time and place of any public sale or the time after which a private sale is to be commercially made shall constitute reasonable as allowed under the Codenotification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) All cash proceeds received by Secured Party in respect of any sale of, collection from (whether or not pursuant to a sale), or other realization upon (whether or not pursuant to a sale) all or any part of . To the Collateral may, in the sole discretion of Secured Party, be held by Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Secured Party pursuant to Section 8 hereof) by Secured Party, against all or any part of the Indebtedness, in such order as the Secured Party shall elect, in its sole discretion. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the Indebtedness shall be paid over to whomsoever may be lawfully entitled to receive such surplus. (c) The Secured Party may transfer the whole or any part of the Collateral into the name of the Secured Party or the name of its nominee and thereafter exercise all voting and other rights in connection with the Collateral. (d) Grantor hereby waives (to the maximum extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor each Pledgor hereby waives any claims against Secured Party by reason of the fact that arising because the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, sale was less than the price which that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one of offeree. (eb) Grantor Each Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, California in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Each Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Each Pledgor acknowledges and agrees that in order to protect Secured Party's interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Each Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, each Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to the extent notice of sale shall be required by applicable law, at least ten days’ notice to Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. (f) Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from time to time attempt to sell all or any part of the Collateral by announcement at a private placement, restricting the time bidders and place fixed therefor, prospective purchasers to those who will represent and such sale may, without further notice, be made at the time agree that they are purchasing for investment only and place to which it was not for distribution. In so adjourned. Assuming that such sales are made in compliance with federal and state securities lawsdoing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors deemed by Secured Party, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Collateral. If Secured Party shall incur no liability solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, each Pledgor agrees that, upon request of Secured Party, such Pledgor will, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all such instruments and documents, and to do or cause to be done all such other acts and things, as a result may be necessary or, in the opinion of Secured Party, advisable to register such Collateral 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 prospectuses which, in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Collateral, as requested by Secured Party; (iii) cause the Issuers to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where such Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Shares or Pledged Member Interests, or otherwise enforce Secured Party's rights hereunder; and (v) do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereofthereof valid and binding and in compliance with applicable law. Each Pledgor acknowledges that there is no adequate remedy at law for failure by it to comply with the provisions of this Section and that such failure would not be adequately compensable in damages, at any public or private saleand therefore agrees that its agreements contained in this Section may be specifically enforced. (ge) Grantor recognizes that Secured Party may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to agreeEACH PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, among other thingsSTAY, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Grantor acknowledges that any such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the “Securities Act”)), and Grantor and Secured Party agree that such private sales shall be made in a commercially reasonable manner and that Secured Party has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Collateral for a form of public sale requiring registration under the Securities Act.OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (hiii) If Secured Party disposes of the CollateralEXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, Xxxxxxx agrees to pay any deficiency remaining after application of the net proceeds to any indebtedness secured herebyANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.