Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 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. (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 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 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. Upon the occurrence and during the continuance of an If any 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 Code (irrespective of whether the Code applies to the affected items of Collateral)Code, 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 offices office or elsewhere, for cash, on credit or for future delivery, at such time or times delivery 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 made shall constitute commercially reasonable notificationas 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. To Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the maximum 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, Pledgor 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 arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale sale, if commercially reasonable, was less than the price that 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. (be) Pledgor hereby Grantor agrees that 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 other disposition 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 conducted to one or more purchasers in conformity 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 reasonable commercial practices of banks in the city and state where Secured Party is located in disposing of property similar a view to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby distribution or resale thereof. Grantor acknowledges that the any such private sales may be at prices and on terms less favorable than those obtainable through a public sale by Secured Party of any Collateral (including, without limitation, a public offering made pursuant to the terms hereof in compliance with a registration statement under the Securities Act of 1933 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”)), as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which and Grantor and Secured Party or 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 subsequent transferee of Collateral to permit the issuer thereof to register 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 for a price less than the maximum price attainable if a form of public sale were delayed or were made in another manner, such as a public offering requiring registration 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. (dh) 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 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 disposes of the Collateral, as requested by Secured Party; (iii) cause the Issuers Xxxxxxx agrees to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) pay any deficiency remaining after application of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, net proceeds 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 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 enforcedindebtedness secured hereby. (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. Upon the occurrence and during the continuance of an Event of a Default: (a) Secured Party may shall be entitled to exercise in respect of any and all rights granted to it by the CollateralNote, in addition the Credit Agreement, and this Pledge Agreement. (b) Secured Party shall be entitled to other rights exercise any 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 Texas (irrespective of whether the Code applies to the affected items of Collateral"Code"), and 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 also may, upon notice to Pledgor (i) without giving notice to the Pledgor, apply, in the manner set forth in Section 6 below, any cash dividends or interest received by it and (except as specified belowii) if following such application, there shall remain outstanding any obligations, sell the Collateral remaining Collateral, or any part thereof in one or more parcels thereof, at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms delivery as Secured Party may shall deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateralappropriate. To the maximum extent permitted by applicable law, Secured Party may shall be the purchaser of any or all of the Collateral 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 shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of agree that they are purchasing the Collateral sold at for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such public sale, Secured Party shall have the right to use assign, transfer and apply all deliver to the purchaser or any part of purchasers thereof the Obligations as a credit on account of the purchase price of any Collateral payable at such saleso 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, or stay and/or appraisal that it Pledgor now has or may at any time in the future have have, under any rule of law or statute now existing or hereafter enacted. . (d) Secured Party shall give Pledgor agrees that, to the extent ten (10) days' written notice of sale Secured Party's intention to make any such public or private sale. Such notice, in case of public sale, shall be required by law, at least five (5) Business Days’ notice to Pledgor of 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 time after which a private sale is ordinary business hours and at such place or places as Secured Party may fix and shall state in the notice of such sale. At any sale, the Collateral, or any portion thereof, to be made shall constitute reasonable notificationsold may be sold in one lot as an 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. To In the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 event 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 applicable law, from time to time attempt to sell all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by a private placementSecured Party until the sale price is paid by the purchaser or purchasers thereof, restricting but Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the bidders and prospective purchasers Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. As an alternative to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doingexercising the power of sale herein conferred upon it, Secured Party may solicit offers proceed by a suit or suits at law or in equity to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party foreclose under this Pledge Agreement and to be institutional investors or other accredited investors who might be interested in purchasing sell 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. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral thereof, pursuant to this Section, Pledgor agrees that, upon request a judgment or decree 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 a court or cause to be done all such other acts and things, as may be necessary or, in the opinion courts 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 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 enforcedcompetent jurisdiction. (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: Secured Party may at its option retain the Collateral in satisfaction of the obligations whenever the circumstances are such that Secured Party is entitled to do so under the Code. (if) 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; Secured Party may at its option perform or attempt to perform (iibut Secured Party shall not be obligated to do so) ALL RIGHTS OF REDEMPTIONany of Pledgor's covenants, STAYduties, 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 (iiiliabilities, obligations, or agreements hereunder or under the Note, the Credit Agreement, and/or this Pledge Agreement, and any amount expended by Secured Party in such performance or attempted performance shall 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) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 9representing the Collateral, ANY REQUIREMENT OF NOTICESecured Party may cause the Pledged Securities or any other Collateral to be transferred to its own name and it may take such actions as are deemed reasonably necessary by it, DEMANDand Pledgor will take whatever actions and execute whatever documents are deemed reasonably necessary by Secured Party, OR ADVERTISEMENT FOR SALEto 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 power, authority and discretion given to Secured Party hereunder in the Credit Agreement or in the Note, and Pledgor does hereby agree that any action so taken by Secured Party shall not be considered as an impairment of the Collateral. No waiver by Secured Party of any Default shall operate as a waiver of any other Default or of the same Default on a future occasion, and no failure or delay by Secured Party in exercising any right, 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. (a) Upon the occurrence and during the continuance 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 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 trust 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 may exercise as Collateral in respect the same form as so received (with any necessary endorsement). (c) If an Event of Default shall have occurred, Secured Party shall have the Collateralright, in addition to 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 Code (irrespective UCC in effect in the State of whether the Code applies to the affected items of Collateral)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 board, or at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the 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 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 hold acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (waives, to the fullest extent permitted by law) , all rights of redemption, stay, or and/or appraisal that which it now has has, or may at any time in the future have have, under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, at least that five (5) Business Daysdays’ notice to Pledgor of the time and place of any public sale or the time after which a any private sale or other intended disposition is to be made take place shall constitute reasonable notificationnotification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence 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 therefortherefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To Pledgor hereby waives, to the maximum fullest extent permitted by law, Pledgor hereby waives any claims against the Secured Party arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. The Secured Party shall not be liable for any incorrect or improper payment made pursuant to this Section in the absence of gross negligence or willful misconduct. (bd) Pledgor hereby agrees that any sale or other disposition recognizes that, by reason of the Collateral conducted certain prohibitions contained 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 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 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”), as well as and applicable “Blue Sky” or other state securities lawslaw, the Secured Party may require strict limitations as be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to persons who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the manner in which Secured Party distribution or any subsequent transferee of the Collateral may dispose resale thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it any such private sales may be necessary at prices and on terms less favorable to sell the Collateral at Secured Party than those obtainable through a price less than the maximum price attainable if a public sale were delayed or were made in another mannerwithout such restrictions (including, such as without limitation, a public offering made pursuant to a registration statement under the Securities Act. Pledgor has no objection ), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to sale have been made in such a commercially reasonable manner and agrees that the Secured Party shall have no obligation to obtain engage in public sales and no obligation to delay the maximum possible price sale of any Collateral for the Collateral. Without limiting period of time necessary to permit 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. (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 issuer 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 register it for a form of Secured Party, advisable to register such Collateral public sale requiring registration 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 or under applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and laws, even if such issuer would agree 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 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 enforcedso. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall --------------------- have occurred and be continuing: (a12(a) The Secured Party may exercise in respect of the Collateral, in addition to 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 (irrespective of the "Code") in effect at that time (whether or not the Code then applies to the affected items of Collateral), and Secured Party 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 's board or at any of the Secured Party’s 's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem reasonably believe are 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. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Days’ ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by applicable law, the Pledgor hereby waives any claims against all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public saleof its remedies hereunder, even if absent this waiver. 12(b) The Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Pledgor hereby agrees that may notify any sale or other disposition Person obligated on any of the Collateral conducted in conformity with reasonable commercial practices of banks in that the city and state where same has been assigned or transferred to the Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges and that the sale by same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in giving such notice, if the 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 thereofso requests. 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, The Secured Party may, subject 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 applicable lawwaive, from time to time attempt to sell 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 any part of the Collateral may, in accordance with the Intercreditor Agreement, be held 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 as collateral for, or then or at any time thereafter be applied in whole or in part by the Collateral Secured Party against, all or any part thereof for cash, from a limited number of investors reasonably believed by the Obligations (including any expenses of the 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. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral payable 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, 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 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 enforced14 hereof). (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. (a) Upon the occurrence and during the continuance of an Event of Default: (a) , Secured Party may exercise shall have in respect of the Collateralany jurisdiction where enforcement hereof is sought, in addition to 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 on default under the Uniform Commercial Code and in addition the following rights and remedies, all of which may be exercised with or without further notice to Debtor: (irrespective 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 whether the Code applies 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 affected items collateral; to transfer any or all of Collateral)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 in one or more parcels thereof, either at public or private sale, at any exchange, broker’s board in lots or at any of Secured Party’s offices or elsewherein bulk, for cash, on credit or for future 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 places as Secured Party may determine in the exercise 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 upon 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 the collateral if it shall determine not to do so regardless of the fact that notice of sale of the collateral may have been given. Secured Party may, without notice or publication, adjourn the sale from time to time by announcement at the time and place fixed for sale, and such other terms sale may, without further notice, be made at the time and place to which the same was so adjourned. (c) Secured Party may, in its sole and absolute discretion, sell all or any part of the collateral at private sale in such manner and under such circumstances as Secured Party may deem commercially reasonable, irrespective of necessary or advisable in order that the impact of any such sales on sale may be lawfully conducted. Without limiting the market price of the Collateral. To the maximum extent permitted by applicable lawforegoing, Secured Party may be (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the purchaser of 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 or all of the Collateral collateral is sold at any such private sale (and with the requisite notice to Debtor pursuant to Subsection (b) above), Debtor agrees that if the collateral is sold for a price which Secured Party in good faith believes to be reasonable, then (A) the sale shall be entitleddeemed to be commercially reasonable in all respects, for (B) Debtor shall not be entitled to a credit against the purpose of bidding and making settlement or payment indebtedness in an amount in excess of the purchase sale price, and (C) Secured Party shall incur no liability or responsibility to Debtor in connection therewith, notwithstanding the possibility that a substantially higher price for might have been realized at a public sale. (d) 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 sold at collateral to any one or more of such public salecompetitors or other parties, as Secured Party deems appropriate in its capacity as a secured party and without regard to use and apply all the impact such a sale may have on Debtor, or its management or operations. (e) Upon consummation of any part sale of the Obligations as a credit on account of collateral, Secured Party shall have the purchase price of any Collateral payable at such saleright 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 collateral sold absolutely free from any claim or right on the part of PledgorDebtor, and Pledgor Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay, or stay and appraisal that 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 agrees that, to If 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 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 collateral is made on credit or for investment only and not for distribution. In so doingfuture delivery, Secured Party may solicit offers shall not be required 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. (d) If Secured Party shall determine to exercise its right to sell all or apply any portion of the Collateral pursuant sale price to this Section, Pledgor agrees that, upon request of the indebtedness until such amount is actually received by Secured Party, Pledgor willand any collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the collateral so sold and, at its own expense:in case of any such failure, the collateral may be sold again upon like notice. (if) use its best efforts The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the collateral shall be applied first, to execute the reasonable costs and deliverexpenses (including reasonable attorneys' fees) of retaking, holding, storing, processing and cause the Issuers preparing for sale, selling, collecting, liquidating and the directors and officers thereof to execute and deliverlike; second, 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, satisfaction of all indebtedness and obligations secured hereby in the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Securities Act such order 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 manner as Secured Party in its sole and absolute discretion may choosedetermine. Debtor shall be liable to Secured Party and shall pay to Secured Party on demand any deficiency which may remain after any such sale, any and all documents and writings whichdisposition, in Secured Party’s reasonable judgment, may be necessary collection 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 liquidation 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 enforcedcollateral. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Secured Party may exercise in respect of the Collateral, in addition to 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 (irrespective of whether the Code applies to the affected items of Collateral)“Code”) in effect at that time, and Secured Party 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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem reasonably believe are 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. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Daysten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, The Pledgor hereby waives any claims against all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public saleof its remedies hereunder, even if absent this waiver. The Secured Party accepts may disclaim warranties of title and possession and the first offer received and does not offer such Collateral to more than one offereelike. (b) Pledgor hereby agrees that The Secured Party may notify any sale or other disposition Person obligated on any of the Collateral conducted 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 conformity with reasonable commercial practices of banks giving such notice, if the Secured Party so requests. The Secured Party may, in the city and state where Secured Party is located Party’s name or in disposing 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 waive, modify, amend or change the obligation of property similar to the Collateral shall be deemed to be commercially reasonableany such Person. (c) Pledgor hereby acknowledges that Any cash held by the sale by Secured Party as Collateral and all cash proceeds received by the Secured Party in respect of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsale of, collection from, 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, realization 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 may, in the discretion of the Secured Party, be held 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 as collateral for, or then or at any time thereafter be applied in whole or in part by the Collateral Secured Party against, all or any part thereof for cash, from a limited number of investors reasonably believed by the Obligations (including any expenses of the 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. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral payable 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, 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 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 enforced14 hereof). (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. (a) Upon the occurrence and during the continuance continuation of an Event of Default: (a) , the Secured Party may exercise in respect of the Collateralexercise, in addition to any 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 on default under the Code (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 offices or elsewhere, for cash, on credit or for future 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 CollateralUniform Commercial Code. Without limiting the generality of the foregoing, Pledgor agrees that, 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 may, subject shall have the right (but not the obligation) to applicable law, from time notify any account debtors and any obligors under Instruments or Accounts to time attempt make payments directly to sell all or any part of the Collateral by a private placement, restricting Secured Party and to enforce the bidders Grantors’ rights against account debtors and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, obligors; (iii) the Secured Party may solicit offers to buy (but is not obligated to), without notice except as provided below, sell the Collateral at public or private sale, on such terms as the Agent deems to be commercially reasonable; (iv) the Secured Party may (but is not obligated to) direct any financial intermediary or any part thereof for cash, from a limited number of investors reasonably believed by other Person holding Investment Property to transfer the same to the Agent or its designee; and (v) the Secured Party to be institutional investors may (but is not obligated to) transfer any or other accredited investors who might be interested all Intellectual Property registered in purchasing the name of any Grantor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral. If 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 solicit such offers, then be liable to the acceptance by Agent and the Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateralfor any deficiency amount. (db) If The Secured Party shall determine may comply with any applicable Law in connection with a disposition of Collateral and compliance will not be considered adversely to exercise its right to sell all or affect the commercial reasonableness of 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, 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 . The Secured Party may choosesell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Secured Party sells any of the Collateral on credit, the Borrower will only be credited with payments actually made by the purchaser. The Secured Party may purchase Collateral at any such sale. In addition, each Grantor waives any and all documents and writings which, rights that it may have to a judicial hearing in Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, advance of the enforcement of any regulatory authority located in any city, county, state or country where Pledgor or of the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Secured Party’s rights and remedies hereunder; and (v) do or cause , including, without limitation, its right following an Event of Default to be done all such other acts and things as may be necessary to make such sale take immediate possession of the Collateral or any part thereof valid and binding to exercise its rights and in compliance remedies 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 enforcedrespect thereto. (ec) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: For the purpose of enabling the Secured Party 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 (iexercisable without payment of royalty or other compensation to such Grantor) 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 REDEMPTIONto use, STAYlicense or sublicense following an Event of Default, 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 9any Intellectual Property now owned or hereafter acquired by such Grantor, ANY REQUIREMENT OF NOTICEand wherever the same may be located, DEMAND, OR ADVERTISEMENT FOR SALEand including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

Remedies Upon Default. (a) Upon the occurrence and during the continuance 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 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 trust 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 may exercise as Collateral in respect the same form as so received (with any necessary endorsement). (c) If an Event of Default shall have occurred, Secured Party shall have the Collateralright, in addition to 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 Code (irrespective UCC in effect in the State of whether the Code applies to the affected items of Collateral)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 's board, or at any of the Secured Party’s 's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the 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 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 hold acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (waives, to the fullest extent permitted by law) , all rights of redemption, stay, or and/or appraisal that which it now has has, or may at any time in the future have have, under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, at least that five (5) Business Days’ days' notice to Pledgor of the time and place of any public sale or the time after which a any private sale or other intended disposition is to be made take place shall constitute reasonable notificationnotification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence 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 therefortherefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To Pledgor hereby waives, to the maximum fullest extent permitted by law, Pledgor hereby waives any claims against the Secured Party arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. The Secured Party shall not be liable for any incorrect or improper payment made pursuant to this Section in the absence of gross negligence or willful misconduct. (bd) Pledgor hereby recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), and applicable state securities law, the Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to persons who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. 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), and, notwithstanding such circumstances, agrees that any such private 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 Collateral shall be deemed to be have been made in a commercially reasonable. (c) Pledgor hereby acknowledges reasonable manner and 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 engage in public sales and no obligation to delay the maximum possible price sale of any Collateral for the Collateral. Without limiting period of time necessary to permit 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. (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 issuer 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 register it for a form of Secured Party, advisable to register such Collateral public sale requiring registration 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 or under applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and laws, even if such issuer would agree 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 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 enforcedso. (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. Upon the occurrence and during the continuance of an Event of Default, Secured Party shall have, in addition to any other rights given by law or in this Agreement, the Note, or in any other agreement between Secured Party, on the one hand, and Pledgor, on the other hand, all of the rights and remedies with respect to the Collateral of a secured party under the Code, and also shall have, without limitation, the following rights, which Pledgor hereby agrees to be commercially reasonable: (a) 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 may 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 CollateralCollateral 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, in addition 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 other rights time, to sell, assign and remedies provided for herein deliver, or otherwise available grant Options to itpurchase, all the rights and remedies of a secured party on default under the Code (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 of the Collateral, or more parcels any interest therein, at any public or private sale, at any exchangewithout demand of performance, broker’s board advertisement or at any notice of Secured Party’s offices intention to sell or elsewhereof 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 deliverydelivery without any assumption of credit risk, at such time or times and at for such price or prices and upon on such other terms as the Secured Party in its absolute discretion may deem commercially reasonabledetermine; provided, 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’ days notice to Pledgor of the time and place of any public such sale or the time after which a private sale is shall be given to be made shall constitute reasonable notificationPledgor. 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. Secured Party may adjourn Pledgor hereby waives any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further other requirement of notice, be made at demand, or advertisement for sale, to the time and place to which it was so adjourned. To the maximum extent permitted by law, . Pledgor hereby waives and releases to the fullest extent permitted by law any claims against 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 Party arising because the price at which Obligations or otherwise. At any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale unless prohibited 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 Defaultlaw, Secured Party may, subject to applicable law, from time to time attempt to sell may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Secured Party shall not be liable for failure to collect or realize upon any or all of the Collateral 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 a 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 be necessary or desirable in connection with such sale of the Collateral. 6.6 to sell 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 Collateral, or any part thereof of it for cash, from a limited number of investors reasonably believed deemed by Secured Party Party, in its reasonable credit judgment, to be institutional investors or other accredited investors responsible parties who might be interested in purchasing the Collateral. If Secured Party shall solicit such offersoffers from not less than four such investors, then the acceptance by Secured Party of one of the offers highest offer obtained therefore shall be deemed to be a commercially reasonable method of disposition of such Collateral, even though the Collateral. (d) If Secured Party shall determine to exercise its right to sell all or any portion of sales price established and/or obtained may be substantially less than the Collateral price that would be obtained 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, 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 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 enforceda public offering. (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. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 five ten (510) Business Dayscalendar 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 notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks 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 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. (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 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 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 Section 9, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 's board or at any of Secured Party’s 's offices or elsewhere, for cash, on credit or for future 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 five ten (510) Business Days’ 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 notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks banks, insurance companies, or other reputable financial institutions in the city and state where Secured Party is located 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, 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 '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 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. (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 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 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.maximum

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 's board or at any of Secured Party’s 's offices or elsewhere, for cash, on credit or for future 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 five ten (510) Business Days’ 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 notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks banks, insurance companies, or other financial institutions in the city and state where Secured Party is located 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, 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 '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 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 deemed by Secured Party Party, in its reasonable judgment, to be institutional investors or other accredited investors responsible parties 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. (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 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 '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 Shares or otherwise enforce Secured Party’s '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 9SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred 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 in respect of the Collateral, in addition to 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 Code (irrespective of whether the Code applies to the affected items of Collateral)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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party in its sole discretion 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, that at least five (5) Business Days20 days’ written notice to Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that 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 offereepurchaser of the Collateral. (b) Pledgor hereby agrees that any sale or other disposition recognizes that, by reason of the Collateral conducted certain prohibitions contained 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 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 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”), as well as and applicable “Blue Sky” or other state securities laws, Secured Party may require strict limitations as be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the manner in which distribution or resale thereof Pledgor acknowledges that any such private placement, whether through public or private sale under the Code, may be at prices and on terms less favorable to 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 those obtainable through a public offering made pursuant to a registration statement under the Securities Act. Pledgor has no objection , and, notwithstanding such circumstances, agrees that any such private placement, whether through public or private sale under the Code, shall be deemed to sale have been made in such a commercially reasonable manner and agrees that Secured Party shall have no obligation to obtain engage in a public offering and no obligation to delay the maximum possible price sale of any Collateral for the Collateral. Without limiting period of time necessary to permit the generality issuer thereof to register it for a form of public offering requiring registration under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do so. (c) If Secured Party decides to exercise its right to sell any or all of the foregoingCollateral, upon written request, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, shall furnish to Secured Party mayall 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, subject to applicable law, as the same are from time to time attempt to sell in effect. (d) Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any 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 a private placement, restricting Secured Party against all or any part of the bidders Secured Obligations in such manner as Secured Party may elect. Any surplus of such cash or cash proceeds held by Secured Party and prospective purchasers remaining after payment in full of all the Secured Obligations shall be paid over to those who will represent 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 Secured Obligations before resorting to its rights and agree that they are purchasing for investment only remedies against Pledgor hereunder. All rights and remedies of Secured Party shall be cumulative and not for distribution. In so doingin the alternative. (f) To the extent the Collateral consists of Pledgor’s entire interest in the Partnership, Secured Party may solicit offers pursue and enforce its rights and remedies only as to buy the Distributions, reserving the discretion to pursue or not pursue its rights as to the balance of the Collateral or any part thereof for cash, from at a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing later date. (g) To the Collateral. If Secured Party shall solicit such offers, then extent the acceptance exercise by Secured Party of one any remedy 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 offers shall be deemed to be a commercially reasonable method of disposition exercise by Secured Party of the Collateral. (d) If Secured Party shall determine power of sale granted to exercise its right to sell all or any portion of the Collateral pursuant to this Sectionit herein, Pledgor agrees that, upon request of Secured Party and without expense to Secured Party, Pledgor will, at its own expense: (i) shall use its reasonable 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 approvals from all applicable federal, state and local governmental approvals agencies, authorities and instrumentalities for the sale by Secured Party 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 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 thereof, or the transfer to the successful bidder or prospective purchaser of any governmental licenses or franchise necessary to allow it to comply with conduct 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 enforcedbusiness or activities for which the Collateral is intended. (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. Upon the occurrence and during the continuance of an any such Event of Default, Secured Party shall have the rights of a secured creditor under the UCC, all rights granted by this Security Agreement and by law, including the right to: (ai) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that the Security Party reasonably considers advisable; (ii) Make such payments and do such acts as Secured Party considers necessary or reasonable to protect its security interest in the Collateral. Debtor agrees to assemble the Collateral if Secured Party so requires, and to make the Collateral available to Secured Party in a mutually convenient location as Secured Party may exercise in respect designate. Debtor authorizes Secured Party to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 Pledgorit, and Pledgor hereby waives (to the extent permitted by law) all rights of redemptionpay, staypurchase, contest or appraisal that it now has compromise any encumbrance, charge or may at any time Lien, which 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 determination appears to be prior or superior to its security interest it may be necessary and to sell pay all expenses incurred in connection therewith. With respect to any of the Collateral at a price less than Debtor’s owned or leased premises, 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 Debtor hereby grants Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees thata license to, upon the occurrence and during the continuation continuance of an Event of Default, Secured Party mayenter into possession of such premises and to occupy the same, subject to applicable lawwithout charge, 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. (d) If Secured Party shall determine order 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’s rights or remedies provided herein, 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 orlaw, 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 equity 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 Partyotherwise; (iii) cause Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the Issuers manner provided for herein) the Collateral. Secured Party is hereby granted a license or other right, solely pursuant to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of this Section 11(a) 6(b), to use, without charge, the Debtor’s intellectual property, or any property of a similar nature, as it pertains to the Securities ActCollateral, in completing production of, advertising for sale and selling any Collateral and, in connection with Secured Party’s exercise of its rights under this Section 6(b), Debtor’s rights under all licenses and all franchise agreements shall inure to Secured Party’s benefit; (iv) execute and deliverSell the Collateral at either a public or private sale, or cause both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor’s premises) in a commercially reasonable manner, and apply any proceeds to the officers and directors of the Issuers to execute and deliver, to any person, entity Obligations in whatever manner or governmental authority as order Secured Party may choose, deems appropriate; (v) Credit bid and purchase at any and all documents and writings which, public sale in Secured Party’s reasonable judgment, may be necessary accordance with the UCC or appropriate for approval, or be required by, comparable law of 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 hereunderjurisdiction; and (vvi) do or cause Notify any Person owing funds to be done the Debtor of Secured Party’s security interest in such funds and verify the amount of such Account and Debtor agrees to collect all amounts owing to Debtor for Secured Party, receive in trust all payments as Secured Party’s trustee and immediately deliver such other acts and things payments to Secured Party in their original form as may be necessary to make such sale received from the account debtor, with proper endorsements for deposit. Any deficiency that exists after disposition of the Collateral or any part thereof valid as provided above will remain due and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it payable pursuant to comply with the provisions terms 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 enforcedthe Notes. (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. Upon the occurrence Trustor covenants and during the continuance of agrees that should an Event of DefaultDefault occur, then Secured Party, or 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 may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party Trustee may deem commercially reasonable, irrespective of reasonably necessary to protect the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable lawsecurity hereof, Secured Party may be the purchaser of any or all and Trustee being authorized to enter upon and take possession of the Collateral at Premises for such purposes, and any sums reasonably expended for such sale and purposes 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 become 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree.secured hereby; (b) Pledgor hereby agrees that commence, appear in and/or defend any sale action or proceedings purporting to affect the security hereof, and/or any additional or other disposition security therefor, the interests, rights, powers and/or duties of the Collateral conducted in conformity with reasonable commercial practices of banks in the city and state where Trustee and/or 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 hereunder, whether brought 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 amendedagainst Trustor, Trustee 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 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. (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 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; (iiic) cause pay, purchase, contest or compromise any claim, debt, Lien, charge or encumbrance which in the Issuers judgment of either may affect or appear to make available to their respective affect the security holdersof this Deed of Trust, as soon as practicablethe interests of Secured Party or the rights, an earnings statement which will satisfy the provisions powers and/or duties of Section 11(a) Trustee and/or Secured Party hereunder and any sums reasonably expended for such purposes shall become part 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 Interests or otherwise enforce Secured Party’s rights hereunderObligations secured hereby; and (vd) do Secured Party is authorized either by itself or cause by its agent to be done 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 other reasonable acts and things of repair or protection as may be reasonably necessary or proper to conserve the value thereof, and collect any and all income, rents, issues, profits and proceeds therefrom, the same being hereby assigned and transferred to Secured Party, for the benefit and protection of Secured Party, and from time to time apply and/or accumulate such income, rents, issues, profits and proceeds in the manner set forth in Section 3.3 hereof as if the same were proceeds of sale. The collection and/or receipt of income, rents, issues, profits and/or proceeds from the Property by Secured Party, 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 sale proceedings predicated thereon, but such proceedings may be conducted and sale effected notwithstanding the receipt and/or collection of any such income, rents, issues, profits and/or proceeds. Neither Trustee nor Secured Party shall be under any obligation to make such sale any of the Collateral payments or do 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 of the acts referred 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 3.5 and any of the actions referred to in this Section 3.5 may be specifically enforcedtaken by Secured Party irrespective of whether any notice of default or election to sell has been given hereunder and without regard to the adequacy of the security for the Obligations. (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. (a) Upon the occurrence and during the continuance of an any Event of Default, Secured Party shall have the following rights with respect to the Collateral: (a1) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also without notice (except as specified below) To sell the Collateral or any part thereof in one or more parcels at public or private salethereof, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future 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, giving at least five ten (510) Business Days’ 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 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 after of such proposed sale in which to redeem the Collateral or to procure a private sale is purchaser willing, ready and able to be made shall constitute reasonable notification. 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 make 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 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 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 make to, postpone the time and change the place of any proposed sale of any of the Collateral regardless of for which notice of sale having has been given. 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 adjourn 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 from 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 time by announcement at Purchaser an amendment to the time Partnership Agreement and place fixed therefor, and such sale may, without further notice, be made at to the time and place Partnership's Certificate of Limited Partnership pursuant to which it was so adjournedthe Pledgor withdraws as the general partner of the Partnership and Secured Party is admitted as the new sole general partner of the Partnership. To the maximum extent permitted by law, Pledgor hereby waives any claims against irrevocably appoints Secured Party arising because as its true and lawful attorney-in-fact to execute and deliver the price at which foregoing documents and any Collateral may have been sold at such a private sale was less than and all other documents or instruments reasonably necessary to implement the price that might have been obtained at a public sale, even if rights granted to Secured Party accepts 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 first offer received foreclosure and does not offer such Collateral the exercise by Secured Party of any and all other rights and remedies available to more than one offereeSecured Party. (b) Pledgor hereby agrees that In case of 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 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 on credit or for future delivery, which may dispose thereof. Pledgor acknowledges be elected at the option and agrees that in order to protect the complete discretion of Secured Party’s interest it , the Collateral so sold may be necessary 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 sell 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 expenses of every kind (including, without limitation, the reasonable attorneys' fees and legal expenses incurred by Secured Party), Secured Party shall apply the residue of the proceeds of any sale or sales, if any, to pay the principal of and interest upon the Obligation in such order and manner as Secured Party in its discretion may deem advisable. The excess, if any, shall be paid to Pledgor. Secured Party shall not incur any liability as a result of the sale of the Collateral at a price less than the maximum price attainable if a any private 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 sales. (c) Secured Party shall have no obligation to obtain all rights, remedies and recourses granted in the maximum possible price for 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. Without limiting , at the generality 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 foregoing, Pledgor agrees that, upon the occurrence and during the continuation 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 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 against the Collateral or Pledgor or any part thereof for cashproperty of Pledgor, 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 nor shall solicit such offers, then the acceptance by Secured Party of one of the offers shall Pledgor be deemed to be a commercially reasonable method the owner of disposition any interest in any of the CollateralObligations, 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. (de) If All recitals in any instrument of assignment or any other instrument executed by 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 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 incident to the related prospectuses whichsale, in the opinion of Secured Partytransfer, are necessary assignment 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 other disposition 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 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 utilization of the Collateral or any part thereof valid hereunder shall be full proof of the matters stated therein and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure other proof shall be required to establish full legal propriety of the sale or other action taken by it to comply with the provisions Secured Party or of this Section and that such failure would not be adequately compensable in damagesany fact, condition or thing incident thereto, and therefore agrees that its agreements contained in this Section may all prerequisites of such sale or other action shall be specifically enforcedpresumed conclusively to have been performed or to have occurred. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 (irrespective of whether the Code applies to the affected items of Collateral“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 offices or elsewhere, for cash, on credit or for future 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 ten (510) Business Daysdays’ notice to Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To With respect to any of the maximum extent permitted by lawCollateral that consists of securities not registered under the securities laws of the United States or any state, Pledgor hereby waives any claims against agrees that it shall be commercially reasonable for Secured Party arising because to sell the price at which any Collateral may have been sold at 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 a private sale was less than the price that might have been obtained at a public salesecurities, even if or in such other manner as counsel for Secured Party accepts the first offer received and does not offer such Collateral may require to more than one offereecomply with applicable securities laws. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsale of, collection from, 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, realization 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 placementmay, restricting in 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. (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 discretion of Secured Party, Pledgor willbe held by Secured Party as collateral for, and/or then or at its own expense: any time thereafter applied (iafter payment of any amounts payable to Secured Party pursuant to Section 12) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliverin whole or in part by Secured Party against, 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 any part of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for Obligations in 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 order as Secured Party may choose, any shall elect. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all documents and writings which, in Secured Party’s reasonable judgment, the Obligations shall be paid over to Pledgor or to whomsoever 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 lawfully entitled 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 receive 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 enforcedsurplus. (ec) 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 REDEMPTIONThe rights and remedies provided to Secured Party under this Agreement are cumulative, STAYand may be exercised singly or concurrently, 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 SALEand are not exclusive of any other rights or remedies provided by law or equity.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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, the Secured Party may, subject in all respects to applicable Section 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, from time to time attempt to sell exercise any or all or any part of the Collateral 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 private placementreceiver appointed by a court and without regard to the adequacy of its security, restricting (i) enter upon and take possession of 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 Property or any part thereof for cashand of all books, from a limited number of investors reasonably believed by Secured Party to be institutional investors records and accounts relating thereto or other accredited investors who might be interested located thereon, 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. (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 delivername or in the name of Grantor, 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 any acts and things, as may be which it deems necessary or, in or desirable to preserve the opinion of Secured Party, advisable to register such Collateral under the provisions value 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 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 Property or any part thereof valid or interest therein, increase the income therefrom or protect the security hereof, (ii) with or without taking possession of the Property make such repairs, alterations, additions and binding improvements as the Secured Party 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 compliance with applicable law. Pledgor acknowledges that there is no adequate remedy 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 for failure or in equity or 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: any other appropriate remedy (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; 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) ALL RIGHTS OF REDEMPTIONto collect any sum then due hereunder, 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 to aid in the execution of any power herein granted, or (aiv) OF THIS SECTION 9to foreclose this Deed of Trust in accordance with Section 4.3 hereof; 4.2.3 exercise any or all of the remedies available to a secured party under the Uniform Commercial Code; 4.2.4 by notice to Grantor (to the extent such notice is required to be given under the PPA), ANY REQUIREMENT OF NOTICEbut without formal demand, DEMANDpresentment, OR ADVERTISEMENT FOR SALEnotice of intention to accelerate or of acceleration, protest or notice of protest, all of which are hereby waived by Grantor, declare all of the Obligations immediately due and payable, and upon such declaration all of such Obligations shall become and be immediately due and payable, anything in this Deed of Trust or the PPA to the contrary notwithstanding; and 4.2.5 exercise any other right or remedy available to the Secured Party under the PPA.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Code (irrespective then in effect in the State of whether New York; and without limiting the Code applies to generality of the affected items of Collateral), foregoing and Secured Party may 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, exchange or broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon on such other terms as the 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. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least five ten (510) Business Daysdays’ notice to any of the Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To . (b) The Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the maximum extent permitted by law, Pledgor hereby waives Pledged Shares or any claims against other securities constituting Pledged Collateral and that the Secured Party arising because may, therefore, determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for its own account, for investment and not with a view to the price at which distribution or resale thereof. The Pledgor acknowledges that any Collateral may have been sold at such a private sale was may be at prices and on terms less favorable to the seller than the price that prices and other terms which might have been obtained at a public salesale and, even if Secured Party accepts notwithstanding the first offer received and does not offer such Collateral to more than one offeree. (b) Pledgor hereby foregoing, agrees 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 Collateral such private sales shall be deemed to be have been made in a commercially reasonable. (c) Pledgor hereby acknowledges reasonable manner and that the sale by no Secured Party shall have any obligation to delay sale of any Collateral pursuant such securities for the period of time necessary to permit the terms hereof in compliance with issuer of such securities to register such securities for public sale under the Securities Act of 1933 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (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. 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 order a newspaper or other publication of general circulation in the financial community of New York, New York (to protect Secured Party’s interest it the extent that such an offer 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 so advertised without prior registration under the Securities Act. Pledgor has no objection ) or (ii) made privately in the manner described above to sale in such not less than fifteen (15) bona fide offerees shall be deemed to involve a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price “public disposition” for the Collateral. Without limiting the generality purposes of Section 9-610 of the foregoingCode (or any successor or similar, Pledgor agrees thatapplicable statutory provision) as then in effect in the State of New York, upon notwithstanding that such sale may not constitute a “public offering” under the occurrence Securities Act, and during the continuation of an Event of Default, that any Secured Party may, subject to applicable lawin such event, from time to time attempt to sell bid for the purchase of such securities. (c) Any cash held by any 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 by a private placement, restricting shall be applied (after payment of any amounts payable to 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 pursuant to buy Section 11 hereof) by the Collateral Secured Party against, all or any part thereof for cash, from a limited number of investors reasonably believed by the Secured Party to be institutional investors or other accredited investors who might be interested Obligations in purchasing such order as the Collateral. If Secured Party shall solicit such offers, then elect consistent with the acceptance by Secured Party of one provisions of the offers shall be deemed to be a commercially reasonable method of disposition of the CollateralSecurities Purchase Agreement. (d) If In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which any Secured Party is legally entitled, the Pledgor shall determine to exercise its right to sell all 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 any portion such other rate as shall be fixed by applicable law, together with the costs 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 collection and the directors reasonable fees, costs 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 expenses of any attorneys employed by 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 Interests or otherwise enforce Secured Party’s rights hereunder; and (v) do or cause to be done all collect 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 enforceddeficiency. (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. Upon the occurrence and during the continuance of an Event of DefaultDefault and subject to the rights of Intrust Bank, N.A.: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 's board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future 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 five ten (510) Business Days’ 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 notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks 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 '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 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. (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 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 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. Upon the occurrence and during the continuance of an If any Event of Default: Default shall have occurred and be continuing: (a) The Secured Party may exercise in respect of the Collateral, in addition to 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 (irrespective of whether the Code applies to the affected items of Collateral)“Code”) in effect at that time, and Secured Party 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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem reasonably believe are 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, The Secured Party may be the purchaser of any or all of the Collateral agrees to give 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 (least ten days’ prior notice 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 any private sale is to be made made, and the Pledgor agrees that such notice shall constitute reasonable notification. 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. To the maximum extent permitted by law, The Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public saleall requirements of law, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Pledgor hereby agrees 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 any, relating to the Collateral shall marshalling of assets which would be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that applicable in connection with the sale enforcement by the 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 amendedits remedies hereunder, 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 thereofabsent this waiver. 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 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, The Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number disclaim warranties 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. (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 title and deliver, and cause the Issuers possession 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, 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 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 enforcedlike. (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. Upon 9.1 In addition to the occurrence other remedies provided for herein, in the other Note Documents, or otherwise available under applicable law, upon and during the continuance of after an Event of Default: (a) , the Secured Party may may: (i) exercise in respect of to the Collateral, in addition to other rights and remedies provided for herein any one or otherwise available to it, all more of the rights and remedies of a secured party on default available under the Texas Uniform Commercial Code and other applicable law; and (irrespective ii) sell or otherwise assign, give an option or options to purchase or dispose of whether and deliver the Code applies Collateral (or contract to the affected items of Collateraldo so), and Secured Party may also without notice (except as specified below) sell the Collateral or any part thereof thereof, in one or more parcels at public or private salesale or sales, at any exchange, broker’s 's board or at any of Secured Party’s 's offices or elsewhereelsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, on credit or for future deliverydelivery without assumption of any credit risk, at such time free of any claim or times right of whatsoever kind (including any right or equity of redemption) of Pledgor, which claim, right and at such price or prices equity are hereby expressly waived and upon such other terms as released. Secured Party may deem commercially reasonable, irrespective of shall have the impact of any such sales on right to the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be upon any such sale or sales, public or private, to purchase the purchaser of whole or any or all part of the Collateral at so sold; provided, however, Pledgor shall not receive any net proceeds, if any, of any such credit sale and or future delivery until cash proceeds are actually received by Secured Party (which cash proceeds shall be entitled, for applied by Secured Party to the purpose Obligations) and after all Obligations have been paid in full. In case of bidding and making settlement or payment any sale 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 Collateral on credit on account or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the purchase price failure of such purchaser to pay for the Collateral so sold and, in 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, or any part thereof, or of any Collateral payable at other intended action by Secured Party, which occurs not less than ten (10) days prior to such sale. Each purchaser at any such sale proposed action, shall hold the property sold absolutely free from any claim or right on the part of Pledgor, constitute commercially reasonable 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’ fair notice to Pledgor thereof. No notification need be given to Pledgor if it has signed, after the occurrence of the time and place an Event of Default, a statement renouncing or modifying any public right to notification of sale or the time after which a private sale is to be made shall constitute reasonable notification. 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 therefor, and of such sale maypostponed or adjourned sale, without further notice, be made at the time and place being required to which it was so adjournedgive a new notice of sale. To the maximum extent permitted by law, Pledgor hereby waives any claims against agrees that Secured Party arising because has no obligation to preserve rights against prior parties to the price at which any Collateral may have been sold at such a private sale was less than the price 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 offereeCollateral. (b) Pledgor hereby agrees 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 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. 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 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 avoid any violation of applicable law 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 order to obtain any required approval of the maximum possible price for sale or of the Collateral. Without purchase thereof by any governmental regulatory authority or official and, without limiting the generality of the foregoing, Pledgor acknowledges and agrees that, upon the occurrence and during the continuation of an Event of Default, that Secured Party maymay 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, subject 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 were a public sale. Notwithstanding any such circumstances, Pledgor 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, or under applicable lawstate securities laws, from time even if the issuer desires, requests or would agree to time attempt to sell do so. 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, or other realization upon all or any part of the Collateral by a private placementmay, restricting in 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. (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 discretion of Secured Party, Pledgor willbe held by Secured Party as Collateral for the Obligations and/or then or at any time thereafter applied, at its own expense: (i) use its best efforts to execute and deliverwithout any marshalling of rights, remedies or assets, and cause the Issuers after payment of any amounts payable to Secured Party hereunder and, after deducting all reasonable costs 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, expenses of every kind 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 connection 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 Collateralcare, as requested by Secured Party; (iii) cause the Issuers to make available to their respective security holderssafekeeping, as soon as practicablecollection, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliversale, 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 Interests delivery or otherwise enforce Secured Party’s rights hereunder; and (v) do of any or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or in any part thereof valid way relating to the rights of Secured Party hereunder (including attorneys' fees and binding disbursements), to the payment of reduction of the Obligations. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in compliance with applicable law. full of all the Obligations shall be paid over to Pledgor acknowledges that there is no adequate remedy at law for failure by it or 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 whomsoever may be specifically enforcedlawfully entitled to receive such surplus. (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. (i) Upon the occurrence and during the continuance of an Event of Default: , it is agreed that the Secured Party shall have 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 exercise shall 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 other rights and remedies the same extent as the Grantor (provided for herein or otherwise available to itthat, 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 rights and remedies of afforded to a secured party on default under the Uniform Commercial Code or other applicable law. (irrespective ii) Without limiting the generality of whether the Code applies to foregoing, the affected items of Collateral), and Secured Party may also without notice Grantor agrees (except as specified belowa) sell at 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 offices 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, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as (b) that the Secured Party may deem commercially reasonableshall have the right, irrespective subject to the mandatory requirements 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 to sell or otherwise dispose 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 Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as a credit on account of the purchase price Secured Party shall deem appropriate. The Secured Party shall be authorized upon consummation of any such sale the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral payable at such saleso sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of Pledgorthe Grantor, and Pledgor the Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay, or stay and appraisal that it which 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. (iii) The Secured Party 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 Uniform Commercial Code) of the Secured Party’s intention to make any sale of Collateral. Pledgor agrees thatSuch notice, to in the extent notice case of sale a public sale, shall be required by law, at least five (5) Business Days’ notice to Pledgor 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 a 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 notificationbe 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 (if 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that In case 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 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 applicable law, from time to time attempt to sell all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained 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 until the Collateral sale price is paid by the purchaser or any part thereof for cashpurchasers thereof, 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 but the Collateral. If Secured Party shall solicit not incur any liability in case any such offerspurchaser or purchasers shall fail to take up and pay for the Collateral so sold and, then the acceptance by Secured Party in case of one of the offers shall any such failure, such Collateral may be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If sold again upon like notice. The Secured Party shall determine to exercise its have the right to sell 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 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 Party under the provisions of the Securities ActUniform Commercial Code, and including pursuant 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 Sections 9-610 or advisable, all in conformity with the requirements 9-620 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 Uniform Commercial Code, at any sale thereof conducted 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 the United States Bankruptcy Code, including Section 11(a) of the Securities Act; (iv) execute and deliver363 thereof, or cause at any other sale or foreclosure conducted by 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, (whether by judicial action or otherwise) 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 accordance with applicable law. Pledgor acknowledges that there Such credit bid or purchase may be completed through one or more acquisition vehicles formed by the Secured Party to make such credit bid or purchase and, in connection therewith, the Secured Party is no adequate remedy at law authorized to adopt documents providing for failure by it to comply with the provisions governance of this Section and that such failure would not be adequately compensable in damagesthe acquisition vehicle or vehicles, and therefore agrees that its agreements contained assign the applicable Obligations to any such acquisition vehicle in this Section may be specifically enforcedexchange for equity interests and/or debt issued by the applicable acquisition vehicle. (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. (a) Upon the occurrence and during the continuance of an Event of Default, the Secured Party, following 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 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 on default under the Code UCC (irrespective of whether or not the Code UCC applies to the affected items 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 other control agreement with any securities intermediary and take any action therein with respect to such Collateral); (iv) without notice, 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 Secured Party may also without notice (except as specified belowjudicial 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 any exchange, brokerGrantor’s board or at any of Secured Party’s offices premises or elsewhere), for cash, on credit or for future deliverydelivery without assumption of any credit risk, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable; and (v) upon three (3) Business Days’ prior written notice to the applicable Grantor, irrespective transfer and register in its name or in the name of its nominee the whole or ​ ​ any part of the impact 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 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 Pledged Collateral as though the Secured Party was the outright owner thereof. (b) The Secured Party may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any such sales on the market price sale of the Collateral. To ; provided, however, that the maximum Secured Party shall comply with all state and/or local cannabis laws in connection with a disposition of the Collateral to the extent that such compliance does not materially and adversely affect the value of the Collateral. (c) The Secured Party shall have the right upon any such public sale or sales and, to the extent permitted by applicable lawLaw, upon any such private sale or sales, to purchase for the benefit of the Secured Party may be and the purchaser of any or all of other Purchasers, 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 whole or any part of the Obligations as a credit on account of the purchase price Collateral so sold, free 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 equity redemption, staywhich equity redemption the Grantor hereby expressly releases. (d) Until the Secured Party is able to effect a sale, lease, or appraisal that it now has other disposition of Collateral, the Secured Party shall have the right to hold or may at use Collateral, or any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees thatpart thereof, to the extent notice that it deems appropriate for the purpose of sale shall be required preserving Collateral or its value or for any other purpose deemed appropriate 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 made shall constitute reasonable notificationSecured Party. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 In addition 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 continuance of an any default or Event of Default, Secured Party may, subject shall be entitled to applicable law, from time to time attempt to sell the immediate appointment of a receiver for all or any part of the Collateral by Collateral, whether such receivership is incidental to 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. (d) If Secured Party shall determine to exercise its right to sell all or any portion proposed sale of the Collateral pursuant to this Sectionthe UCC or otherwise. Grantor hereby consents to the appointment of such a receiver without notice or bond, Pledgor 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, upon request the appointment of such receiver shall not impair or, in any manner, prejudice the rights of the Secured Party, Pledgor willon behalf of the Purchasers, to receive any payments provided for herein. Such receivership shall, at its own expense: (i) use its best efforts to execute and deliver, and cause the Issuers and option of 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 continue until full payment of all of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period Obligations or as prospectuses are otherwise 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 any 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 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 enforcedLaws. (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: Notwithstanding the foregoing, neither the Secured Party nor any other Purchasers shall be required to (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; 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) ALL RIGHTS OF REDEMPTIONmarshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, 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 or (iii) EXCEPT AS SET FORTH IN SUBSECTION effect a public sale of any Collateral. (f) Each Grantor recognizes that the Secured Party may be unable to effect a ​ ​ public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) OF THIS SECTION 9above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, ANY REQUIREMENT OF NOTICEnotwithstanding such circumstances, DEMANDagrees that any such private sale shall not be 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 under the Securities Act of 1933, OR ADVERTISEMENT FOR SALEas amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so. Notwithstanding the foregoing, any rights and remedies provided in this Section 11 shall be subject to the Subordination Agreement.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an any Event of Default:, and subject to (and without limitation of) the terms of the Loan Agreement (including, 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 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 as now in effect in the Commonwealth of Massachusetts or under other applicable law. (irrespective of whether the Code applies to the affected items of Collateral), and ii) Secured Party may also 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 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, Debtor shall hold any proceeds and collections of any of the collateral 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 notice (except as specified below) sell 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 part portion of the Collateral. (iv) Secured Party may collect, foreclose, receive, appropriate, setoff and realize upon any and all Collateral. (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 in one or more parcels at for any other purpose. (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 sale, sales at any exchange, broker’s board or board, at any office of Secured Party’s offices Party or elsewhere) at such prices or terms as Secured Party may deem reasonable, for cash, on upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as with the Secured Party may deem commercially reasonable, irrespective of having the impact of right to purchase the whole or 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 part of the Collateral at any such sale and shall be entitledpublic sale, for the purpose of bidding and making settlement or payment all of the purchase price for all foregoing being free from any right or any equity of redemption of Debtor, which right or equity of redemption is hereby expressly waived and released by Debtor. (vii) At the request of Secured Party, the Debtor shall cause the Collateral, or such portion of the Collateral sold at any such public saleas Secured Party may direct, to use be assembled for Secured Party at such location (including, without limitation, Debtor’s business address) as Secured Party may request. (viii) Secured Party may exercise any other rights and apply all or remedies that it may have under the other Loan Documents. (b) If any part of the Collateral is sold or leased by Secured Party upon credit terms or for future delivery, the Obligations shall not be reduced as a credit on account of the purchase price of any Collateral payable at such saleresult thereof until payment therefor is finally collected by Secured Party. 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 If notice of sale shall be disposition of Collateral is required by law, at least five ten (510) Business Days’ days prior notice by Secured Party to Pledgor of Debtor designating the time and place of any public sale or the time after which a any private sale or other intended disposition of Collateral is to be made shall constitute reasonable notification. 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 thereformade, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonablereasonable notice 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. (c) Pledgor Debtor hereby acknowledges that the sale by irrevocably appoints Secured Party as its true and lawful attorney-in-fact with full power of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsubstitution, 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, effective 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 take any part of the Collateral by a private placement, restricting foregoing actions set forth in this Section in 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 name of the Collateral Debtor or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors carry out the terms of this Agreement and to protect, enforce, preserve or perfect Secured Party’s rights hereunder and under the other accredited investors who might be interested in purchasing the CollateralLoan Documents. If Secured Party shall solicit such offers, then the acceptance by Secured Party Such power of one of the offers attorney is irrevocable and shall be deemed to be a commercially reasonable method of disposition of the Collateralcoupled with an interest. (d) If For the purpose of enabling Secured Party shall determine to exercise its right the rights and remedies hereunder, Debtor hereby grants to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor willto the extent assignable, at its own expense: an irrevocable, non-exclusive license (iexercisable without payment of royalty or other compensation to Debtor) use its best efforts to execute use, assign, license or sublicense any of the trademarks, service-marks, trade names, business names, trade styles, designs, logos and deliverother source of business identifiers and other Intellectual Property and general intangibles now owned or hereafter acquired by Debtor, and cause wherever the Issuers and same maybe located, including in such license reasonable access to all media in which any of the directors and officers thereof to execute and deliver, all such instruments and documents, licensed items may be recorded or stored 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 computer programs used 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, compilation 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 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 enforcedprintout thereof. (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 REDEMPTIONSecured Party may apply the cash proceeds of Collateral actually received by Secured Party from any sale, STAYlease, 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 9foreclosure or other disposition of the Collateral to payment of the Obligations, ANY REQUIREMENT OF NOTICEin whole or in part and in such order as Secured Party may elect, DEMANDwhether or not then due. Debtor shall remain liable to Secured Party for the payment of any deficiency with interest at the highest rate provided for in the Loan Agreement and, OR ADVERTISEMENT FOR SALEsubject to the provisions of the Asset Purchase Agreement, all costs and expenses of collection or enforcement, including attorneys’ fees and legal expenses.

Remedies Upon Default. Upon The rights and remedies granted to --------------------- Secured Party by this Article 3 will be in addition to all the occurrence rights, powers and during remedies of Secured Party under the continuance Loan Documents. All such rights and remedies will be cumulative and not exclusive of an Event any other rights or remedies provided by law or otherwise. If any event of Defaultdefault under the Loan Agreement shall have occurred and be continuing: (a) Secured Party may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein in this Agreement or otherwise available to it, all the rights and remedies of a secured party on after default under the California Commercial Code (irrespective or any other applicable law in effect in the State of whether the Code applies to the affected items of Collateral)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 's board or at any office of Secured Party’s offices Party or elsewhere, for cash, on credit or for future 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’ ten days' notice to Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price that which might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer officer such Pledged Collateral to more than one offeree. With respect to Pledged Collateral consisting of securities registered under the Securities Act of 1933, as amended (the "Securities Act"), Secured Party will comply with applicable securities laws in connection with any foreclosure sale. (b) Pledgor hereby agrees recognizes that any sale or other disposition by reason of the Collateral conducted certain prohibitions contained 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 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 and applicable “Blue Sky” or other state securities laws, Secured Party may require strict limitations as 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 securities for their own account, for investment, and not with a view to the manner in which Secured Party distribution or any subsequent transferee of the Collateral may dispose thereofresale. Pledgor acknowledges and agrees that any such sale may result in order prices and other terms less favorable to protect 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. Secured Party’s interest it may Party shall be under no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to sell the Collateral at a price less than the maximum price attainable if a permit Pledgor to register such securities for public sale were delayed or were made in another manner, such as a public offering under the Securities Act. , or under applicable state securities laws, even if Pledgor has no objection would agree 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 Collateraldo so. (dc) If Secured Party shall determine to exercise its right to sell all or any portion In the event 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 a 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, Pledged Collateral 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 accordance with the provisions of this Section and that such failure would not be adequately compensable in damages3.1, and therefore agrees that its agreements notwithstanding anything to the contrary contained in Section 2.2(d) or elsewhere in this Section may Agreement, all of the net before tax proceeds from any such sale shall be specifically enforcedapplied by Secured Party, or paid directly to Secured Party, to pay down the Loan in accordance with the Loan Agreement. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Assignee, without in any way waiving such Event of Default, at its option and without regard to the adequacy of security for the Secured Party Obligations, shall have, in addition to other rights and remedies provided for herein or otherwise available to it, the exclusive right, but not the obligation, to exercise all of the Assignor’s rights, powers, and privileges with respect to the Assigned Collateral, including without limitation the right to declare events of default, grant consents, approvals, extensions, permissions, and modifications, and to exercise any and all remedies provided for in the Assigned Collateral. (b) The Assignee may exercise in respect of the Assigned Collateral, in addition to 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 New York at that time (irrespective of the “UCC”) (whether or not the Code UCC applies to the affected items of Assigned Collateral), and Secured Party may also also, without notice (except as specified below) ), sell the Assigned Collateral or any part thereof in one or more parcels at public or private sale, ; at any exchange, broker’s board or at any board, office of Secured Party’s offices the Assignee, or elsewhere, ; for cash, on credit credit, or for future delivery, at such time or times and at such price or prices ; and upon such other terms as Secured Party the Assignee 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 The Assignor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Daysdays’ notice to Pledgor the Assignor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. Secured Party The Assignee shall not be obligated to make any sale of Assigned Collateral regardless of notice of sale having been given. Secured Party The Assignee 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that Any cash held by the sale Assignee as Assigned Collateral and all cash proceeds received by Secured Party the Assignee in respect of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsale of, collection from, 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, realization 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 Assigned Collateral may, in the discretion of the Assignee, be held by a private placementthe Assignee as collateral for, restricting and may then or at any time thereafter be applied (after payment of any amounts payable to the bidders and prospective purchasers Assignee pursuant 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 Section 13 hereof) in whole or in part by the Collateral Assignee against all 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 Secured Obligations in accordance with the Credit Agreement. Any surplus of such cash or cash proceeds held by the Assignee and remaining after payment in full of all the Secured Obligations shall be deemed promptly paid over to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine Assignor or 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 whosoever may be necessary or, in the opinion of Secured Party, advisable lawfully entitled to register receive 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 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 enforcedsurplus. (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. Upon the occurrence and during the continuance of an If any Default or Event of DefaultDefault shall have occurred and be continuing: (a) any Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on upon default under the Code UCC (irrespective of whether or not the Code UCC applies to the affected items of Collateral), and also may (i) take absolute control of the Collateral, including, without limitation, transfer into Secured Parties’ names or into the name of their nominee or nominees (to the extent a Secured Party has not theretofore done so) and thereafter receive, for the benefit of any 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 each Grantor to, and each Grantor hereby agrees that it will at its expense and upon request of any Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at a place or places to be designated by mutual agreement, and a Secured Party may also enter into and occupy during normal business hours any premises owned or leased by the Grantors, or any one of them, where the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate Secured Parties’ rights and remedies hereunder or under law, without obligation to any 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 exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonablereasonable and/or (B) lease, irrespective license or dispose of the impact of Collateral or any part thereof upon such sales on the market price of the Collateralterms as Secured Party may deem commercially reasonable. 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 Collateral so sold and may purchase Collateral by set-off against the amount of Obligations as a credit on account of the purchase price of any Collateral payable at such salesecured hereby. 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 Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least five twenty (520) Business Daysdays’ notice to Pledgor Grantors, or any one of them, of the time and place of any public sale or the time after which a any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. A Secured Party shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. A 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. To the maximum extent permitted by law, Pledgor Each Grantor hereby waives any claims against the Secured Party Parties arising because by reason of the fact that the price at which any the Collateral may have been sold at such a private sale was less than the price that which might have been obtained at a public salesale or was less than the aggregate amount of the Obligations, even if a Secured Party is the purchaser or accepts the first offer received and does not offer such the Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of the Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of the Collateral by Secured Party shall be made without warranty; (ii) a Secured Party may specifically disclaim any warranties of title, possession, quiet enjoyment or the like; and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of the Collateral. Upon any such sale, a Secured Party shall have the right to deliver, assign and transfer to the purchaser the Collateral. Each purchaser at any such sale shall hold the purchased property absolutely free from any claim or right of any nature, including any equity or right of redemption, of a Grantor, and each Grantor specifically waives all rights of redemption, stay or appraisal which such Grantor has or may have hereunder under any rule or law or statute. In addition to the foregoing, (i) upon written notice to any Grantor from a Secured Party, each Grantor shall cease any use of the Intellectual Property Collateral or any trademark, patent or copyright similar thereto for any purpose described in such notice; (ii) a Secured Party may, at any time and from time to time, upon twenty (20) days’ prior notice to any Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, subject to any preexisting Licenses, any of the Intellectual Property Collateral, throughout the universe for such term or terms, on such conditions, and in such manner, as Secured Party shall, in its sole discretion, determine; and (iii) Secured Party may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective upon the occurrence of a Default or an Event of Default execute and deliver on behalf of the Grantors, or any one of them, one or more instruments of assignment of the Intellectual Property Collateral (or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Pledgor All Cash Proceeds received by a Secured Party in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral may, in the discretion of a Secured Party, be held by a 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) in whole or in part by a Secured Party against, all or any part of the Obligations in such order as the Secured Party shall elect. Any surplus of such cash or Cash Proceeds held by a Secured Party and remaining after payment in full of all of the Obligations after termination of the Secured Note shall be paid over to Grantors or whomsoever shall be contractually and/or lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which Secured Parties are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the rate specified in the Secured Note for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together with the reasonable costs of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by any Secured Party to collect such deficiency. (d) Each Grantor hereby agrees acknowledges that if a Secured Party complies with any applicable state or federal law requirements in connection with a disposition of the Collateral (including, but not limited to, complying with private placement offering restrictions and requiring investment representatives from purchasers of the Pledged Interests or other securities), such compliance will not adversely affect the commercial reasonableness of 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 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 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. (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 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 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: Secured Parties shall not be required to marshal any present or future collateral security (iincluding, but not limited to, this Agreement and the Collateral) 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 REDEMPTIONfor, STAYor other assurances of payment of, 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 9the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, ANY REQUIREMENT OF NOTICEand all of 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, DEMANDhowever existing or arising. To the extent that the Grantors lawfully may, OR ADVERTISEMENT FOR SALEeach 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 Secured Party’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably waive the benefits of all such laws.

Remedies Upon Default. Upon the occurrence and during the continuance of an If (but only if) any Event of Default, as defined in the Notes, shall have occurred and be continuing: (a) Upon written notice from the Secured Party may exercise Party, 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 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 Uniform Commercial Code (irrespective in effect in the State of whether the Code applies to the affected items of Collateral)New York at that time, and the Secured Party may also also, without notice (except as specified below) , sell the Pledged Collateral or any part thereof thereof, in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhereaccordance with and subject to applicable law, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem are 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that Any cash held by the Secured Party as Pledged Collateral and all cash proceeds received by the Secured Party from any sale of 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 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 applicable law, collection from time to time attempt to sell all or any part of the Collateral Pledged Collateral, may be held 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 as collateral for, and/or be applied in whole or in part by the Collateral Secured Party against, all or any part thereof for cash, from a limited number of investors reasonably believed the Obligations. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full of all of the Obligations shall be paid to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Pledgor. (c) Notwithstanding anything to the contrary contained herein, the Secured Party shall solicit such offers, then not take any action with respect to the acceptance by Secured Party Pledged Shares pursuant to an exercise of one of its rights as a secured party hereunder unless the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine have given the Pledgor at least 120 days prior written notice of such action (which notice shall not be given prior to exercise its right to sell all or any portion the occurrence of the Collateral pursuant to this Sectionan Event of Default); provided, Pledgor agrees that, upon request of no such prior written notice shall be required in connection with any action taken by the Secured Party, Pledgor will, at Party reasonably necessary to perfect the security interest granted hereby and protect 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, rights 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 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 enforcedShares. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault (as defined under the Reimbursement Agreement) under the Reimbursement Agreement shall have occurred and be continuing: (a) Secured Party may, without notice to Pledgor, and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Collateral against the Indebtedness or any part thereof. (b) Secured Party may also exercise in respect of the Collateral, in addition to 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 applicable Uniform Commercial Code at that time (irrespective of the “UCC”) (whether or not the Code UCC applies to the affected items of Collateral), 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 offices or elsewhere, for cash, on credit or for future 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, that to the extent notice of sale same shall be required by law, at least five ten (510) Business Daysdays’ notice to Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute commercially reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsale of, collection from, 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, realization 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 placementmay, restricting in 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. (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 discretion of Secured Party, Pledgor willbe held by Secured Party as collateral for, and/or then or at its own expense: any time thereafter be applied (iafter payment of any amounts payable to Secured Party pursuant to Section 12) use its best efforts to execute and deliver, and cause the Issuers and the directors and officers thereof to execute and deliverin whole or in part by Secured Party against, 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 any part of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for Indebtedness in 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 order as Secured Party may choose, any shall elect. Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all documents and writings which, in Secured Party’s reasonable judgment, the Indebtedness shall be paid over to Pledgor or to whomsoever 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 lawfully entitled 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 receive 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 enforcedsurplus. (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. Upon the occurrence and during the continuance of an Event event of Default: (a) default, and at any time thereafter as long as the default continues, Secured Party may may, at its option, with or without notice to Debtor (i) declare this Agreement to be in default, (ii) declare the indebtedness hereunder to be immediately due and payable, (iii) declare all other debts then owing by Debtor to Secured Party to be immediately due and payable, (iv) cancel any insurance and credit any refund to the indebtedness, and (v) exercise in respect all of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default Secured Party under the Uniform Commercial Code (irrespective of whether and any other applicable laws, including, without limitation, the Code applies right to require Debtor to assemble the affected items of Collateral)Equipment and deliver it to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties, and Secured Party may also without notice (except as specified below) sell to lawfully enter any premises where 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 offices or elsewhere, for cash, on credit or for future 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 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 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 of repossession may be taken and place of any public sale or the time after which a private sale held without liability until its return is to be made shall constitute reasonable notificationrequested by Debtor. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any 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 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 be made at public or private sale or through public auction for a wholesale or retail price at the option of Secured Party’s interest it . Secured party 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 necessary obligated to sell give regarding the sale or other disposition of Collateral will be met if such notice is mailed to Debtor at a price less than its address shown herein at least ten days before the maximum price attainable if a time of sale were delayed or were made in another manner, such as a public offering under the Securities Actother disposition. Pledgor has no objection to sale in such a manner and Debtor 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 may bring 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. (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 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 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 legal proceedings it deems necessary to make such sale of enforce the Collateral or any part thereof valid payment 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.performance of

Remedies Upon Default. Upon If the occurrence and during the continuance of Company or any Grantor (a) fails to perform its obligations under this Agreement in any material respect, or (b) an Event of DefaultDefault occurs under the Subordinated Debenture or the Subordinated Note (each, a "DEFAULT"), and subject to any rights of the Senior Lenders: (a) The Secured Party may exercise in respect of the Collateral, and in addition to other rights and remedies provided for herein or it may otherwise available to ithave, all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the states of Florida, Nevada or any other jurisdiction where Collateral is located (irrespective of whether the Code applies to "CODE") and also may (i) require the affected items of Collateral)Grantors to, and the Grantors hereby agree that they will at their own expense and upon request of the Secured Party may also without notice forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to Secured Party at a place that is reasonably convenient to both parties to be designated by Secured Party and (except ii) upon ten (10) days' (or such longer period as specified belowshall be required by law) prior written notice, sell the Collateral or any part thereof thereof, in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable, irrespective of the impact determine (provided that all aspects of any such sales on the market price of the Collateralsale are commercially reasonable). 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 made shall constitute reasonable notification. 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 placed fixed therefor, and such sale may, without further noticenotices, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that 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 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 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 amendedrealization upon, 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 applicable law, from time to time attempt to sell all or any part of the Collateral shall be applied in whole or in part 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 against, all or any part thereof for cash, from a limited number of investors reasonably believed the Obligations in the following order: (i) reasonable costs and expenses incurred by the Secured Party to be institutional investors in connection with collection of the Obligations and enforcement of this Agreement, (ii) unpaid interest due and owing by the Company, (iii) unpaid principal due and owing by the Company as of such date and (iv) any other outstanding Obligations. Any surplus of such cash or other accredited investors who might be interested in purchasing cash proceeds held by the Collateral. If Secured Party and remaining after the payment in full of all of the Obligations shall solicit be paid over to the Company or to such offers, then person as may be lawfully entitled to receive such surplus. (c) In the acceptance by event that the proceeds of any such collection or realization are insufficient to pay all amounts to which the Secured Party of one of is legally entitled, the offers Company shall be deemed to be a commercially liable for the deficiency, together with interest thereon at Default Interest Rate (as defined in the Subordinated Debenture), together with the reasonable method costs of disposition of the Collateralcollection. (d) If The Company will upon demand pay to the Secured Party shall determine to exercise its right to sell the amount of any and all or any portion reasonable costs and expenses, including the reasonable fees and disbursements of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party's counsel, Pledgor will, at its own expense: which the Secured Party may incur in connection with (i) use its best efforts to execute and deliverthe sale of, and cause the Issuers and the directors and officers thereof to execute and delivercollection from, all such instruments and documentsor other realization upon, and to do or cause to be done all such other acts and thingsany Collateral, 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 exercise or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale enforcement of any of the Collateralrights of the Secured Party hereunder, as requested by Secured Party; or (iii) cause the Issuers failure by any Grantor to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy perform or observe any of 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 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 enforcedhereof. (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. Upon the occurrence and during of any one or more events of default as set forth in Paragraph 5 above, Secured Party may, at its option, after giving ten (10) days' prior written notice to Debtor, do any one or more of the continuance of an Event of Defaultfollowing: (a) Declare all indebtedness and Obligations then owed by Debtor to Secured Party may exercise in respect to be immediately due and payable, whereupon all unpaid principal of the Collateraland interest on such indebtedness, in addition to Obligations and other rights amounts declared due and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code (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 offices or elsewhere, for cash, on credit or for future 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 payable 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 become immediately due 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree.payable; (b) Pledgor hereby agrees that Either personally or by means of a court appointed receiver, take possession of all or 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 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 exclude therefrom Debtor 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 all others claiming 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. (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 deliverDebtor, and cause the Issuers thereafter hold, store, use, operate, manage, maintain and the directors control, take repairs, replacements, alterations, additions and officers thereof improvements to execute and deliver, exercise all such instruments rights and documents, and to do or cause to be done all such other acts and things, as may be necessary or, powers of Debtor 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 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 respect of the Collateral or any part thereof valid including (without limitation) leasing the Collateral for use in the operation of the business of the Debtor, to any third party. In the event Secured Party demands, or attempts to take possession of the Collateral in the exercise of any rights under this Agreement, Debtor agrees to turn over promptly and binding deliver complete possession to Secured Party; (c) Without notice to or demand upon Debtor, make such payments and do such acts as Secured Party may deem necessary to protect her security interest in compliance with applicable law. Pledgor acknowledges that there the Collateral, including (without limitation) paying, purchasing, contesting or compromising any encumbrance, charge or lien which is no adequate remedy or appears to be prior to or superior to the security interest granted hereunder, and, in exercising any such powers or authority, to pay all expenses incurred in connection therewith; (d) Require Debtor to assemble the Collateral, or any portion thereof, at law for failure a place designated by it Secured Party and reasonable convenient to comply with the provisions of this Section and that such failure would not be adequately compensable in damagesall parties, and therefore agrees that its agreements contained in this Section may be specifically enforced.to deliver such Collateral to Secured Party, or an agent or representative designated by Secured Party. Secured Party, and her agents and representatives, shall have the right without court order or upon any or all of Debtor's premises and property, to exercise Secured Party's rights hereunder; (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: Foreclose this agreement and the security interest granted hereby in any manner permitted by law; and sell the Collateral in such order as Secured Party may determine, as a whole or in such portions as Secured Party may determine; (if) 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 SECTIONSell, lease or otherwise dispose of the Collateral at public or private sale, without having the Collateral at the place of sale, and upon such terms and in such manner as Secured Party may determine. Secured Party may be a purchaser at any sale; (g) Exercise any remedies of a secured creditor under the laws of Mexico or any other applicable law; (h) The proceeds of any sale under this Paragraph 6 shall be applied as follows: (1) To the repayment of the reasonable costs and expenses of retaking, holding and preparing for the sale and of selling the Collateral (including actual attorneys' fees and costs) and the discharge of all assessments, encumbrances, charges or liens, if any, on the Collateral prior to the lien hereof (except any taxes, assessments, encumbrances, charges or liens subject to which such sale shall have been made); (2) To the payment of the whole or any portion of the amount then due and unpaid of any indebtedness or Obligations of Debtor to Secured Party (including principal and interest); (3) To the payment of all other amounts (including principal and interest) secured hereunder; and (ii4) ALL RIGHTS OF REDEMPTIONThe surplus, STAYif any, 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 9shall be paid to Debtor or to whomever may be lawfully entitled to receive the same, ANY REQUIREMENT OF NOTICEor as a court of competent jurisdiction may direct. Secured Party shall have the right to enforce one or more remedies hereunder, DEMANDsuccessively or concurrently, OR ADVERTISEMENT FOR SALEand such action shall not operate to estop or prevent Secured Party from pursuing any further remedy which she may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Debtor until full payment of any deficiency has been made in cash.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any 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 Code (irrespective of whether the Code applies to the affected items of Collateral)Code, 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 offices 's office or elsewhere, for cash, on credit or for future delivery, at such time or times delivery 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 made shall constitute commercially reasonable notificationas 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. To Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the maximum 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 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, Pledgor 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 arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale sale, if commercially reasonable, was less than the price that 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. (be) Pledgor hereby Grantor agrees that 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 other disposition 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 conducted to one or more purchasers in conformity 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 reasonable commercial practices of banks in the city and state where Secured Party is located in disposing of property similar a view to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby distribution or resale thereof. Grantor acknowledges that the any such private sales may be at prices and on terms less favorable than those obtainable through a public sale by Secured Party of any Collateral (including, without limitation, a public offering made pursuant to the terms hereof in compliance with a registration statement under the Securities Act of 1933 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”)), as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which and Grantor and Secured Party or 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 subsequent transferee of Collateral to permit the issuer thereof to register 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 for a price less than the maximum price attainable if a form of public sale were delayed or were made in another manner, such as a public offering requiring registration 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. (dh) 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 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 disposes of the Collateral, as requested by Secured Party; (iii) cause the Issuers Grantor agrees to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) pay any deficiency remaining after application of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, net proceeds 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 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 enforcedindebtedness secured hereby. (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. (a) Upon the occurrence and during the continuance 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 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 trust 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 may exercise as Collateral in respect the same form as so received (with any necessary endorsement). (c) If an Event of Default shall have occurred, Secured Party shall have the Collateralright, in addition to 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 Code (irrespective UCC in effect in the State of whether the Code applies to the affected items of Collateral)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 Surplus Notes) in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the 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 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 hold acquire the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (waives, to the fullest extent permitted by law) , all rights of redemption, stay, or stay and/or appraisal that which it now has has, or may at any time in the future have have, under any rule of law or statute now existing or hereafter enacted. Pledgor acknowledges and agrees that, to the extent notice of sale shall be required by law, at least that five (5) Business Daysdays’ notice to Pledgor of the time and place of any public sale or the time after which a any private sale or other intended disposition is to be made take place shall constitute reasonable notificationnotification of such matters. No notification need be given to Pledgor if it has signed, after the occurrence 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 therefortherefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To Pledgor hereby waives, to the maximum fullest extent permitted by law, Pledgor hereby waives any claims against the Secured Party arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that which might have been obtained at a public sale, even if the Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. The Secured Party shall not be liable for any incorrect or improper payment made pursuant to this Section in the absence of gross negligence or willful misconduct. (bd) Pledgor hereby agrees that any sale or other disposition recognizes that, by reason of the Collateral conducted certain prohibitions contained 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 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 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”), as well as and applicable “Blue Sky” or other state securities lawslaw, the Secured Party may require strict limitations as be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to persons who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the manner in which Secured Party distribution or any subsequent transferee of the Collateral may dispose resale thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it any such private sales may be necessary at prices and on terms less favorable to sell the Collateral at Secured Party than those obtainable through a price less than the maximum price attainable if a public sale were delayed or were made in another mannerwithout such restrictions (including, such as without limitation, a public offering made pursuant to a registration statement under the Securities Act. Pledgor has no objection ), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to sale have been made in such a commercially reasonable manner and agrees that the Secured Party shall have no obligation to obtain engage in public sales and no obligation to delay the maximum possible price sale of any Collateral for the Collateral. Without limiting period of time necessary to permit 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. (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 issuer 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 register it for a form of Secured Party, advisable to register such Collateral public sale requiring registration 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 or under applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and laws, even if such issuer would agree 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 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 enforcedso. (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. Upon the occurrence and during the continuance of In case an Event of DefaultDefault shall have occurred and be continuing, Secured Party shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement or by law or otherwise (including, 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 Secured Party shall be entitled, without limitation: (a) Secured Party may exercise to receive all amounts payable in respect of the CollateralPledged 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 addition 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 rights demand, advertisement or notice of any kind (except the notice specified below of time and remedies provided for herein place of public or private sale) to or upon Pledgor (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by law), to proceed forthwith to collect, redeem, receive, appropriate, sell, or otherwise available to it, all dispose of and deliver the rights and remedies of a secured party on default under the Code (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 Pledged Interest or any part thereof in one or more parcels at public or private sale, sale or sales at any exchange, broker’s board or at any of Secured Party’’s offices office or elsewhere, for cash, on credit or for future delivery, elsewhere at such time or times and at such price or prices and upon on such other terms as Secured Party may deem commercially reasonablebest. The foregoing disposition(s) may be for cash or on credit, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, with Secured Party may be having 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 right to 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 Pledged Interest so sold at any such sale shall hold the property sold absolutely or sales, public or private, free from of any claim right or right on the part equity of redemption in Pledgor, and Pledgor which right or equity is hereby waives (to the extent permitted expressly waived or released 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 enactedPledgor. Pledgor agrees thatthat ten (10) days prior notice by Secured Party sent by certified mail, to postage prepaid, designating 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 date after which a private sale is to be made shall constitute reasonable notification. 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 take place 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 auction 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 mannerheld, is reasonable notification of 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 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 Collateralmatters. (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 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 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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Secured Party may exercise in respect of the Collateral, in addition to 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 (irrespective of whether the Code applies to the affected items of Collateral)“Code”) in effect at that time, and Secured Party 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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem reasonably believe are 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, The Secured Party may be the purchaser of any or all of the Collateral agrees to give 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 (least ten days’ prior notice 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 any private sale is to be made made, and the Pledgor agrees that such notice shall constitute reasonable notification. 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. To the maximum extent permitted by law, The Pledgor hereby waives any claims against all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public saleof its remedies hereunder, even if absent this waiver. The Secured Party accepts may disclaim warranties of title and possession and the first offer received and does not offer such Collateral to more than one offeree. (blike. 11(b) Pledgor hereby agrees that The Secured Party may notify any sale or other disposition Person obligated on any of the Collateral conducted in conformity with reasonable commercial practices of banks in that the city and state where same has been assigned or transferred to the Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges and that the sale by same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in giving such notice, if the 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 thereofso requests. 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, The 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. (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 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 judgmentname or in the Pledgor’s name, may be necessary demand, xxx for, collect or appropriate for approvalreceive any money or property at any time payable or receivable on account of, or be required bysecuring, any regulatory authority located in such Collateral or grant any cityextension to, county, state make any compromise or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests settlement with or otherwise enforce Secured Party’s rights hereunder; and (v) do agree to waive, modify, amend or cause to be done all change the obligation of any 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 enforcedPerson. (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. Upon the occurrence and during the continuance of an If any 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 Code (irrespective of whether the Code applies to the affected items of Collateral)Code, 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 offices office or elsewhere, for cash, on credit or for future delivery, at such time or times delivery 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 made shall constitute commercially reasonable notificationas 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. To Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the maximum 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 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, Pledgor 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 arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale sale, if commercially reasonable, was less than the price that 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. (be) Pledgor hereby Grantor agrees that 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 other disposition 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 conducted to one or more purchasers in conformity 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 reasonable commercial practices of banks in the city and state where Secured Party is located in disposing of property similar a view to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby distribution or resale thereof. Grantor acknowledges that the any such private sales may be at prices and on terms less favorable than those obtainable through a public sale by Secured Party of any Collateral (including, without limitation, a public offering made pursuant to the terms hereof in compliance with a registration statement under the Securities Act of 1933 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”)), as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which and Grantor and Secured Party or 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 subsequent transferee of Collateral to permit the issuer thereof to register 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 for a price less than the maximum price attainable if a form of public sale were delayed or were made in another manner, such as a public offering requiring registration 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. (dh) 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 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 disposes of the Collateral, as requested by Secured Party; (iii) cause the Issuers Grantor agrees to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) pay any deficiency remaining after application of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, net proceeds 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 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 enforcedindebtedness secured hereby. (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. Upon the occurrence and during the continuance of an Event of Default, Secured Party may, in addition 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 be 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 exercise in respect determine. Secured Party may sell or otherwise dispose of, or cause to be sold or otherwise disposed of the Collateral, as a whole or in addition to 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 Code (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 such parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future 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 determine without affecting in any way the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, rights or remedies to which Secured Party may be entitled under the 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 may determine. Secured Party may be a 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 Secured Party will give Debtor reasonable 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 thereof or of the time after which a 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. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable.disposition; and (c) Pledgor hereby acknowledges that the sale by Exercise any remedies of a Secured Party under the Uniform Commercial Code or any other applicable law. Debtor hereby agrees to 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 be incurred, asserted or imposed upon them or any 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 be 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 estop or prevent Secured Party from pursuing any further remedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof in compliance with the Securities Act shall not operate to release Debtor until full payment 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 deficiency has been 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 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. (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 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 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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing, subject to the Secured Party’s obtaining any necessary governmental approvals: (a) The Secured Party may exercise in respect of the Pledged Collateral, in addition to 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 Code (irrespective in effect in the State of whether the Code applies to the affected items of Collateral)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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party in its sole and absolute discretion 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 Daysten business days’ notice to Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against the Secured Party arising because by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price that 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. (b) Pledgor hereby agrees that any , and in all events such 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 Collateral 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. (cb) Pledgor hereby acknowledges that the sale recognizes that, by Secured Party reason of any Collateral pursuant to the terms hereof certain prohibitions contained in compliance with the Securities Act of 1933 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”), as well as and applicable “Blue Sky” or other state securities laws, the Secured Party may require strict limitations as be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will agree, among other things, to acquire the Pledged Collateral for their own account, for investment and not with a view to the manner in which Secured Party distribution or any subsequent transferee of the Collateral may dispose resale thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it any such private sales may be necessary at prices and on terms less favorable to sell the Collateral at Secured Party than those obtainable through a price less than the maximum price attainable if a public sale were delayed or were made in another mannerwithout such restrictions (including, such as without limitation, a public offering made pursuant to a registration statement under the Securities Act. Pledgor has no objection ), and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to sale have been made in such a commercially reasonable manner and agrees that the Secured Party shall have no obligation to obtain engage in public sales and no obligation to delay the maximum possible price sale of any Pledged Collateral for the Collateral. Without limiting period of time necessary to permit the generality issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if Pledgor would agree to do so. (c) If the Secured Party determines to exercise its right to sell any or all of the foregoingPledged Collateral, upon written request, Pledgor agrees thatshall 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, Default thereafter applied (after payment of any amounts payable to the Secured Party may, subject pursuant to applicable law, from time to time attempt to sell SECTION 20) in whole or in part by the Secured Party against all or any part of the Collateral by a private placement, restricting Secured Obligations in such order as 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 elect. After such offers, then application and after payment by the acceptance by Secured Party of one any other amount required by law, including, without limitation Section 9608(a)(1)(C) of the offers Code, any surplus of such cash or cash proceeds held by the Secured Party and then remaining shall be deemed paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. In a commercially reasonable method of disposition like manner, Pledgor shall pay to the Secured Party, without demand, whatever amount of the CollateralSecured 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. (de) If The Secured Party shall determine not be obligated to exercise resort to its right rights or remedies with respect to sell all any other security for or any portion guaranty or payment of the Collateral pursuant Secured Obligations before resorting to this Section, its rights and remedies against Pledgor agrees that, upon request hereunder. All rights and remedies of the Secured Party, Pledgor will, at its own expense:Party shall be cumulative and not in the alternative. (if) Pledgor further agrees to use its best commercially reasonable 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, 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 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 reasonably necessary to make such any sale or sales of all or any portion of the Pledged Collateral or any part thereof pursuant to this SECTION 12 valid and binding and in compliance with any and all applicable requirements of law. Pledgor acknowledges further agrees that there is 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 for failure by it to comply with the provisions in respect of this Section such breach and, as a consequence, that each and that such failure would not be adequately compensable in damages, and therefore agrees that its agreements every covenant contained in this Section may SECTION 12 shall be specifically enforcedenforceable 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. (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. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 in addition to exercising those remedies specified in the Note, at any time, at its election, without further notice, and 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 and remedies conferred upon Secured Party by the Note or by applicable law, from time to time attempt to sell all either concurrently 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, in such order as 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. (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 deliverdetermine, and cause the Issuers and the directors and officers thereof to execute and deliversell, all such instruments and documentslease or otherwise dispose of, and to do or cause to be done all sold, leased or otherwise disposed of, in such other acts and thingsorder as Secured Party may determine, as a whole or in such parcels as Secured Party may be determine, the Collateral; (b) Make such payments and do such acts as Secured Party may deem necessary orto 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 opinion of Secured Partyrate provided in the Note, advisable to register such Collateral under the provisions shall be deemed additional indebtedness secured by this Agreement; (c) Publicly or privately sell, lease or otherwise dispose 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, Collateral in the opinion of Secured Party, are necessary or advisable, all in conformity accordance with the requirements of the Securities Act Massachusetts or other applicable U.S. jurisdictions' Uniform Commercial Code, and the rules upon such terms 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 in such manner as Secured Party may choose, any and all documents and writings which, in its sole discretion determine. Secured Party’s reasonable judgment, Party may be necessary or appropriate for approval, or be required by, a purchaser at any regulatory authority located in public sale. Secured Party will give Debtor reasonable notice of the time and place of 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 public sale of the Collateral or of the time after which any part thereof valid private sale or any other intended disposition of the Collateral is to be made, and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it such notice, if given to comply with Debtor pursuant to the provisions of this Section and that 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 notice of such failure would sale, lease or other disposition. Unless otherwise required by applicable law, the Collateral shall not be adequately compensable in damagesrequired to be exhibited, presented or displayed at any sale; (d) Require Debtor to assemble the Collateral and therefore agrees that its agreements contained in this Section may deliver or make it available to Secured Party at a place, to be specifically enforced.designated by Secured Party, which is reasonably convenient to both parties; and (e) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAWExercise any 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 any other applicable law. In addition to the payment of the indebtedness secured hereby, the Debtor agrees to pay to Secured Party 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 including reasonable attorneys' fees and costs. The proceeds of any sale under this Section 6 shall be applied as follows: (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 SECTIONFirst: To the payment of all of the costs and expenses of any sale or collection incurred by Secured Party, including, without limitation, reasonable attorneys' fees; (ii) ALL RIGHTS OF REDEMPTIONSecond: To the payment in full of the obligations evidenced by the Note; and Third: Any surplus then remaining to Debtor, STAYits successors or assigns, 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 9or to whomever may be lawfully entitled to receive the same, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALEor as a court of competent jurisdiction may direct.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any 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 Code (irrespective of whether the Code applies to the affected items of Collateral)Code, 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 offices office or elsewhere, for cash, on credit or for future delivery, at such time or times delivery 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 made shall constitute commercially reasonable notificationas 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. To Any surplus of such cash or cash proceeds held by Secured Party and remaining after payment in full of all the maximum 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, Pledgor 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 arising because by reason of the fact that the price at which any Collateral may have been sold at such a private sale sale, if commercially reasonable, was less than the price that 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. (be) Pledgor hereby Grantor agrees that 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 other disposition 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 conducted to one or more purchasers in conformity 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 reasonable commercial practices of banks in the city and state where Secured Party is located in disposing of property similar a view to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby distribution or resale thereof. Grantor acknowledges that the any such private sales may be at prices and on terms less favorable than those obtainable through a public sale by Secured Party of any Collateral (including, without limitation, a public offering made pursuant to the terms hereof in compliance with a registration statement under the Securities Act of 1933 1933, as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect amended (the “Securities Act”)), as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which and Grantor and Secured Party or 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 subsequent transferee of Collateral to permit the issuer thereof to register 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 for a price less than the maximum price attainable if a form of public sale were delayed or were made in another manner, such as a public offering requiring registration 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. (dh) 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 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 disposes of the Collateral, as requested by Secured Party; (iii) cause the Issuers Grantor agrees to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) pay any deficiency remaining after application of the Securities Act; (iv) execute and deliver, or cause the officers and directors of the Issuers to execute and deliver, net proceeds 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 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 enforcedindebtedness secured hereby. (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. Upon the occurrence and during the continuance of (a) If an Event of Default: (a) Default shall occur and be continuing, the Secured Party may exercise Party, without obligation to resort to other security, shall have the 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 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 Code (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 the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which the Pledged Securities or any of them may be listed, or at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on upon credit or for future delivery, at such time or times and at such price or prices and upon such other terms as in connection therewith the Secured Party may deem commercially reasonablegrant options, irrespective the Pledgor hereby waiving and releasing any and all equity or right of redemption. If any of the impact Pledged Securities are sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such sales on failure, the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may resell such Pledged Securities. In no event shall the Pledgor 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 credited with any part of the Obligations as a credit on account proceeds of the purchase price sale of any Collateral payable at such sale. Each purchaser at any such sale shall hold Pledged Securities until cash payment thereof has actually been received by the property sold absolutely free from any claim Secured Party. (b) No demand, advertisement or right on the part notice, all of Pledgorwhich are hereby expressly waived, 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, in connection with any sale or other disposition of any part of the Pledged Securities which threatens to decline speedily in value or which is of a type customarily sold on a recognized market; otherwise the Secured Party shall give the Pledgor at least five (5) Business Days’ ten days' prior notice to Pledgor of the time and place of any public sale or and of the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that made, which notice 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 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. (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 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 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.is

Remedies Upon Default. Time is of the essence under this Security Agreement. Upon the occurrence and during the continuance of an any Event of DefaultDefault and the expiration of any applicable grace period provided in the notes comprising the Indebtedness and/or Security Documents and at any time thereafter, the Secured Party shall be entitled, without notice to Debtor and/or Pledgor, to declare all of the Indebtedness 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 under this Security Agreement and the expiration of any applicable grace period provided in the notes comprising the Indebtedness, and at any time thereafter, Secured Party shall have all the remedies of a secured party under the Indiana Uniform Commercial Code 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 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. Pledgor hereby releases Secured Party from any claims arising from such removal and shall hold Secured Party harmless from any liability resulting therefrom, in addition except for liability arising or resulting from Secured Party’s gross negligence or willful intent. (b) Secured Party may notify any person indebted to other rights and remedies provided for herein Pledgor to pay Secured Party directly any amounts due Pledgor under an account receivable, general intangible, investment account, instrument or otherwise available to it, all the rights and remedies of a secured party on default under the Code (irrespective of whether the Code applies to the affected items of Collateral)chattel paper, and Secured Party may also without notice enforce payment of the same through legal proceedings, or otherwise, in its own name or in the name of Pledgor. (except as specified belowc) 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 offices or elsewhere, for cash, on credit or for future 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 require Pledgor to assemble the Collateral and make it available at a place to be designated by Secured Party. (d) Unless the Collateral threatens to decline speedily in value or is of the impact of any such sales a type customarily sold on the market price of the Collateral. To the maximum extent permitted by applicable lawa recognized market, 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 give 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 ten (510) Business Days’ days prior written notice to Pledgor of the time and place of any public sale thereof or of the time after which a any private sale or any other intended disposition thereof is to be made shall constitute reasonable notificationmade. 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 Pledgor stipulates and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other a disposition complying with this subparagraph shall be deemed a commercially reasonable 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Secured Party Party. The expenses of any Collateral pursuant to retaking, holding, preparing for sale, selling, and the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedlike, 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 Partyreasonable attorney’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 fees 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 expenses incurred 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. (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 may be necessary or, in paid from the opinion of Secured Party, advisable to register such Collateral under the provisions proceeds 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 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 enforceddisposition. (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 REDEMPTIONPledgor agrees that 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, STAYand may obtain immediate possession thereof in replevin. All remedies of Secured Party shall be cumulative to 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, 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 SALEand pursuit of certain remedies with respect to all or some of the Collateral shall not bar other remedies with respect to the Indebtedness or the Liabilities or to other portions of the Collateral. Secured Party may exercise its rights to the Collateral without resorting or regard to other collateral or sources of security or reimbursement for the Indebtedness or the Liabilities.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have --------------------- occurred and be continuing: (a) The Secured Party may exercise in respect of the Collateralshall have, in addition to all other rights and remedies provided for herein given by law or otherwise available to itby this Agreement or the Note, all of the rights and remedies with respect to the Pledged Collateral of a secured party on default under the Code (irrespective UCC as in effect in the State of whether the Code applies to the affected items of Collateral)New York at that time. The Secured Party may, without notice and at its option, transfer or register, and the Pledgor shall register or cause to be registered upon request therefor by the Secured Party may also without notice (except as specified below) sell Party, the Pledged Collateral or any part thereof on the books of the Issuer into the name of the Secured Party or the Secured Party's nominee(s), with or without any indication that such Pledged Collateral is subject to the security interest hereunder. In addition, with respect to any Pledged Collateral that shall then be in one or more parcels shall thereafter come into the possession or custody of the Secured Party, the Secured Party may sell or cause the same to be sold at any broker's board or at public or private sale, in one or more sales or lots, at any exchange, broker’s board such price or at any of prices as the Secured Party’s offices or elsewhereParty may deem best, for cash, cash or on credit or for future 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 without assumption of any such sales on the market price of the Collateralcredit risk. To the maximum extent permitted by applicable law, Secured Party may be the The purchaser of any or all of the Pledged Collateral at any such sale and so sold 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 thereafter hold the property sold absolutely same absolutely, free from any claim claim, encumbrance or right on the part of Pledgorany kind whatsoever. The Secured Party shall give Pledgor reasonable notice, and Pledgor hereby waives but in any event no less than ten (to the extent permitted by law10) all rights of redemptiondays' notice, 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 thereof, or of the time after which a any private sale or other intended disposition is to be made shall constitute reasonable notificationmade. Secured Party shall not be obligated to make any 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks in the city and state where Secured Party is located in banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any other requirement of notice, demand or advertisement for sale is, to the extent permitted by law, waived. The Secured Party may, in its own name or in the name of a designee or nominee, buy any of the Pledged Collateral at any public sale and, if permitted by applicable law, at any private sale. All expenses (including court costs and reasonable attorneys' fees and disbursements) of, or incident to, the enforcement of any of the provisions hereof shall be recoverable from the proceeds of the sale or other disposition of the Pledged Collateral. (cb) Pledgor hereby acknowledges In view of the fact 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 federal and state securities laws, laws may require strict limitations as to impose certain restrictions on the manner in method by which Secured Party or any subsequent transferee a sale of the Pledged 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 effected after an Event of the foregoingDefault, Pledgor agrees that, upon the occurrence and that during the continuation continuance of an Event of Default, the Secured Party may, subject to applicable law, from time to time time, attempt to sell all or any part of the Pledged Collateral by means of 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, the Secured Party may solicit offers to buy the Collateral Pledged Collateral, or any part thereof of it, 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 Pledged Collateral. If Secured Party shall solicit The Pledgor acknowledges and agrees that any such offersprivate sale may result in prices and terms less favorable than if such sale were a public sale and, then the acceptance by Secured Party of one of the offers notwithstanding such circumstances, agrees that any such private sale shall be deemed to be have been made in a commercially reasonable method of disposition of the Collateral. (d) If manner. The Secured Party shall determine be under no obligation to exercise its right to sell all or delay a sale of any portion of the Pledged Collateral pursuant for the period of time necessary 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 permit 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 Issuer to register such Collateral securities for public sale 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 under applicable thereto; (ii) use its best efforts to qualify the Collateral under the state securities laws or “Blue Sky” laws and laws, even if the Issuer agrees 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 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 enforcedso. (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. Upon If any of the occurrence and during Obligations are not paid when due, or if the continuance Company or any Grantor is in default of (a) any of its obligations under this Agreement in any material respect, or (b) the Debenture Purchase Agreement, the Debentures, the 2000 Debentures, the 2000 Debenture Purchase Agreement or Series D Preferred Stock (an "Event of Default"), and subject to any rights of the Senior Lender: (a) The Secured Party may exercise in respect of the Collateral, Collateral in addition to 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 states of Florida, Nevada or any other jurisdiction where Collateral is located (irrespective of whether the Code applies to "Code") and also may (i) require the affected items of Collateral)Grantors to, and the Grantors hereby agree that they will at their own expense and upon request of the Secured Party may also without notice forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to Secured Party at a place that is reasonably convenient to both parties to be designated by Secured Party and (except as specified belowii) upon ten (10) days' (or such longer period shall be required by law) prior written notice, sell the Collateral or any part thereof thereof, in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem commercially reasonable, irrespective of the impact determine (provided that all aspects of any such sales on the market price of the Collateralsale are commercially reasonable). 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 made shall constitute reasonable notification. 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 placed fixed therefor, and such sale may, without further noticenotices, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of Any cash held by 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 as Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale and all cash proceeds received by Secured Party in respect of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsale of, collection from, or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”)other realization upon, 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 applicable law, from time to time attempt to sell all or any part of the Collateral shall be applied in whole or in part 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 against, all or any part thereof for cash, from a limited number of investors reasonably believed the Obligations in the following order: (i) reasonable costs and expenses incurred by The Secured Party to be institutional investors as of such date in connection with collection of the Obligations and enforcement of this Agreement, (ii) unpaid interest due and owing by the Company as of such date and (iii) unpaid principal due and owing by the Company as of such date. Any surplus of such cash or other accredited investors who might be interested in purchasing cash proceeds held by the Collateral. If Secured Party and remaining after the payment in full of all of the Obligations shall solicit be paid over to the Company or to such offers, then person as may be lawfully entitled to receive such surplus. (c) In the acceptance by event that the proceeds of any such collection or realization are insufficient to pay all amount to which the Secured Party of one of is legally entitled, the offers Company shall be deemed to be a commercially liable for the deficiency, together with interest thereon at the highest rate specified in the Debentures, 2000 Debentures and Series D Preferred Stock, as the case may be, for interest on overdue principal thereof, together with the reasonable method costs of disposition of the Collateralcollection. (d) If The Company will upon demand pay to the Secured Party shall determine to exercise its right to sell the amount of any and all or any portion reasonable costs and expenses, including the reasonable fees and disbursements of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party' counsel, Pledgor will, at its own expense: which the Secured Party may incur in connection with (i) use its best efforts to execute and deliverthe sale of, and cause the Issuers and the directors and officers thereof to execute and delivercollection from, all such instruments and documentsor other realization upon, and to do or cause to be done all such other acts and thingsany Collateral, 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 exercise or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale enforcement of any of the Collateralrights of the Secured Party hereunder, as requested by Secured Party; or (iii) cause the Issuers failure by any Grantor to make available to their respective security holders, as soon as practicable, an earnings statement which will satisfy perform or observe any of 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 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 enforcedhereof. (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. Upon the occurrence and during the continuance of an Event of Default: (a) , --------------------- Secured Party may exercise in respect of the Collateralmay, in addition to exercising those remedies specified in any 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 Code (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 saleFinancing Document, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future deliverytime, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonableits election, 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 Pledgorwithout further notice, and Pledgor hereby waives (to the extent permitted by law: (a) all rights of redemptionForeclose this Agreement and the security interest granted hereby, stayas herein provided, or appraisal that it now has or may at in 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 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 and remedies conferred upon Secured Party by the Note, the Note Agreement and the other Financing Documents 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 described in this Agreement, or exercise any of the rights conferred upon the Secured Party by this Agreement, the Note Agreement, the Note, or the other Financing Documents without affecting in any way the rights or remedies to which Secured Party may be entitled under any other Financing Document; (b) Make such payments and do such acts as Secured Party may deem reasonably 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; (c) Require Debtor to assemble the Collateral, or any portion thereof, at least five any place or places designated by Secured Party, and promptly to deliver such Collateral to Secured Party, or an agent or representative designated by it; (5d) Business Days’ Publicly 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 at any public sale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice to Pledgor of the time and place of any public sale thereof or of the time after which a any private sale or any other intended disposition thereof is to be made made, and such notice, if given to 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; (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 shall not be obligated or its nominee of any amounts due or to make any sale become due thereunder or with respect thereto and otherwise perform its obligations with respect to the Collateral on behalf of Collateral regardless and for the benefit of notice of sale having been given. Secured Party, and Secured Party may adjourn enforce collection and performance with respect to any public of the Collateral by suit or private sale from time 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 time the Collateral, or evidenced thereby; and this Agreement shall constitute a direction of full authority to any person obligated on or with respect to any of the Collateral who has heretofore dealt or may hereafter deal with Debtor or Secured Party, at the request and direction of Secured Party, 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 without proof of the default relied upon, and any such person is hereby irrevocably authorized to rely upon and comply with (and shall be fully protected by announcement Debtor in so doing) any request, notice or demand by Secured Party for the payment to Secured Party of any payments which may be or may thereafter become due, or for the performance of any undertakings, and shall have no duty to inquire as to whether any default hereunder or under the Financing Documents has actually occurred or is then existing; or (f) Exercise any remedies of a Secured Party under the UCC or any other applicable law. To effectuate the foregoing, Debtor hereby agrees that if the Secured Party demands or attempts to take possession of the Collateral or any portion thereof in exercise of its rights and remedies hereunder or under any other Financing 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 located (or believed to be located) and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because may (i) remove the price at which same therefrom or render the same inoperable (with or without removal from such location), (ii) repair, operate, use or manage the Collateral or any portion thereof, (iii) maintain, repair or store the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public or any portion thereof, (iv) view, inspect and prepare for sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Pledgor hereby agrees that any sale lease or other disposition of the Collateral conducted in conformity with reasonable commercial practices or any portion thereof, (v) sell, lease, dispose of banks in or consume the city and state where Secured Party is located in disposing of property similar to same or bid thereon, or (vi) incorporate the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that or any portion thereof into any real estate owned by Debtor. In the sale event of an Event of Default and the exercise by Secured Party of any of its rights hereunder, Debtor hereby agrees to indemnify and hold harmless Secured Party and its employees, officers and agents, from 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 after the occurrence of an Event of Default to obtain performance of any of the obligations due with respect to the Collateral, except such liabilities, claims or obligations as result from the gross negligence or intentional misconduct of Secured Party, its employees, officers or agents. The proceeds of any sale under this Paragraph 6 shall be applied by Secured Party to the payment or reduction of the principal and interest under the Note in such order, priority and proportions as Secured Party shall deem appropriate in its sole and absolute discretion. Secured Party shall have the right to enforce one or more remedies hereunder or under the Financing Documents, 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 pursuant to the terms hereof in compliance with the Securities Act shall not operate to release Debtor until full payment 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 deficiency has been 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 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. (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 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 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. Upon the occurrence and during the continuance of an Event of Default: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 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 in addition to exercising those remedies specified in the Note and the other Loan Documents, at any time, at its election, without further notice, and 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 and remedies conferred upon Secured Party by the Note, and the other Loan Documents or by applicable law, from time to time attempt to sell all either concurrently 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, in such order as Secured Party may solicit offers determine. Secured Party may sell, lease or otherwise dispose of, or cause to buy 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 part thereof for cashof the rights conferred upon the Secured Party by this Agreement, from a limited number of investors reasonably believed the 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 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 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 protecting its security interest shall be deemed additional indebtedness secured by this Agreement; and/or (c) Require Debtor to be a commercially reasonable method of disposition of assemble the Collateral., or any portion thereof, at any place or places designated by Secured Party, and promptly to deliver such Collateral to Secured Party, or an agent or representative designated by it; and/or (d) If Secured Party shall determine to exercise its right to sell all Publicly or any portion of the Collateral pursuant to this Sectionprivately sell, 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 lease 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 otherwise dispose of the Collateral, as requested by Secured Party; (iii) cause without necessarily having the Issuers to make available to their respective security holdersCollateral at the place of sale, as soon as practicablelease or disposition, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and deliver, or cause the officers upon terms and directors of the Issuers to execute and deliver, to any person, entity or governmental authority in such manner as Secured Party may choose, any and all documents and writings which, in determine. Secured Party’s reasonable judgment, Party 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 a purchaser of the Collateral at any public sale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any part other intended disposition thereof valid is to be made, and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at law for failure by it such notice, if given to comply with the Debtor pursuant to the provisions of this Section and that 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 notice of such failure would not be adequately compensable in damagessale, 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 SECTIONlease or other disposition; (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.and/or

Remedies Upon Default. Upon the occurrence and during the continuance of an Event event of Default: (a) default, and at any time thereafter as long as the default continues, Secured Party may may, at its option, with or without notice to Debtor (i) declare this Agreement to be in default, (ii) declare the indebtedness hereunder to be immediately due and payable, (iii) declare all other 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 payable, (iv) cancel any insurance and credit any refund to the indebtedness, and (v) exercise in respect all of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default Secured Party under the Uniform Commercial Code (irrespective of whether and any other applicable laws, including, without limitation, the Code applies right to require Debtor to assemble the affected items of Collateral)Equipment and deliver it to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties, and Secured Party may also without notice (except as specified below) sell to lawfully enter any premises where 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 offices or elsewhere, for cash, on credit or for future 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 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 at any such sale and shall be entitled, for which is in or upon 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 made shall constitute reasonable notification. 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 Equipment at the time of repossession may be taken and place fixed therefor, and such sale may, held without further notice, be made at the time and place to which it was so adjournedliability until its return is requested by Debtor. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any 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 may be obligated to give regarding the sale or other disposition of Collateral conducted will be met if such notice is given to Debtor at least ten days before the time of sale or other disposition. Debtor agrees that Secured Party may bring any legal proceedings it deems necessary to enforce the payment and performance of Debtor's obligations hereunder in conformity with reasonable commercial practices of banks any court in the city State shown in Secured Party's address set forth herein, and state where service of process may be made upon Debtor by mailing a copy of the summons to 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 is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale writing. The filing by Secured Party of any Collateral pursuant action or proceeding with respect to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, Equipment 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 Debtor's obligations hereunder 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 not constitute 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 election by Secured Party of one of the offers shall be deemed to be Secured Party's remedies or 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 waiver of Secured Party's rights to take possession of the Equipment as provided above. Expenses of retaking, Pledgor willholding, at its own expense: (i) use its best efforts to execute and deliverpreparing for sale, and cause the Issuers selling 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 like shall include (a) the opinion reasonable fees of any attorneys retained by Secured Party, advisable (b) any amounts advanced or expenses incurred by Secured Party pursuant to register Paragraph 4 hereof and (c) all other legal and other expenses incurred by Secured Party. Debtor agrees that it is liable for and will promptly pay any deficiency resulting from any disposition of Collateral after default and all costs and expenses, including the reasonable fees of any attorney, incurred by Secured Party in the collection of any such Collateral under deficiency. Secured Party may sell the provisions of the Securities Act, and to cause the registration statement relating thereto to become effective and to remain effective for such period Equipment without giving any warranties as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectuses whichEquipment. Secured Party may disclaim any warranties of title, in possession, quiet enjoyment, or the opinion like. This procedure will not be considered to adversely affect the commercial reasonableness 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 any 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 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 enforcedEquipment. (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. Upon the occurrence and during the continuance of an Event event of Default: (a) default, and at any time thereafter as long as the default continues, Secured Party may may, at its option, with or without notice to Debtor (i) declare this Agreement to be in default, (ii) declare the indebtedness hereunder to be immediately due and payable, (iii) declare all other debts then owing by Debtor to Secured Party to be immediately due and payable, (iv) cancel any insurance and credit any refund to the indebtedness, and (v) exercise in respect all of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default Secured Party under the Uniform Commercial Code (irrespective of whether and any other applicable laws, including, without limitation, the Code applies right to require Debtor to assemble the affected items of Collateral), Inventory and deliver it to Secured Party may also without notice (except as specified below) sell 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 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 offices or elsewhere, for cash, on credit or for future 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 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 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 of repossession may be taken and place of any public sale or the time after which a private sale held without liability until its return is to be made shall constitute reasonable notificationrequested by Debtor. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any Any sale or other disposition of any of the Collateral conducted 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 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 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 may bring any legal proceedings it deems necessary to enforce the payment and performance of Debtor's obligations hereunder in conformity with reasonable commercial practices of banks any court in the city State shown in Secured Party's address set forth herein, and state where Secured Party is located in disposing service of property similar process may be made upon Debtor by mailing a copy of the summons to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale Debtor at its address shown herein. The filing by Secured Party of any Collateral pursuant action or proceeding with respect 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 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 Debtor's obligations hereunder shall solicit such offers, then the acceptance not constitute an election by Secured Party of one of the offers shall be deemed to be Secured Party's remedies or 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 waiver of Secured Party, Pledgor will, at its own expense: (i) use its best efforts 's rights 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, 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 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.take

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, and at any time thereafter while such Event of Default remains unremedied and unwaived, the Secured Party shall notify, in writing, the Debtor of such default. Upon the receipt by the Debtor of such written notice, the Secured Party shall have the following rights and remedies (to the extent permitted by applicable law), in addition to all rights and remedies of the Secured Party under the UCC, at law or in equity, and in addition to all rights and remedies granted to the Secured Party under the Note, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The Secured Party may exercise in respect may, at any time and from time to time, with or without judicial process or the aid and assistance of others, enter upon the Collateral Location and, without resistance or interference by the Debtor, take possession of the Collateral, in addition and/or dispose of any Collateral on any such premises, and/or require any of the Debtor to assemble and make available to the Secured Party, at the expense of the Debtor, any Collateral at any place and time designated by the Secured Party which is reasonably convenient to all Parties, and/or remove any Collateral from any such premises for the purpose of effecting sale or other rights disposition thereof and/or sell, resell, lease, assign and remedies provided deliver, grant options for herein or otherwise available to itdispose of any Collateral in its then condition or following any commercially reasonable preparation or processing, all the rights and remedies of a secured party on default under the Code (irrespective of whether the Code applies to the affected items of Collateral)at public or private sale or proceedings or otherwise, and Secured Party may also without notice (except as specified below) sell the Collateral by one or any part thereof more contracts, in one or more parcels at public or private saleparcels, at any exchangethe same or different times, broker’s board with or without having the Collateral at any the place of Secured Party’s offices sale or elsewhereother disposition, for cashcash and/or credit, on and upon any terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that, where an applicable statute requires reasonable notice of sale or other disposition, the Debtor hereby agrees that the sending of five (5) days' notice by certified mail, return receipt requested, to the Debtor's address set forth in Section 2, Paragraph (f) hereof, or such other address as the Debtor xxx xxxxxxx xx xxx Xxxxred Party from time to time, shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon credit or for future 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 made shall constitute reasonable notification. Secured Party shall not be obligated liable for the failure of the purchaser to make any sale of Collateral regardless of notice of sale having been given. pay for same and in such event the Secured Party may adjourn resell such Collateral in accordance with the terms set forth above. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is the subject of widely distributed standard price quotations, the Secured Party may buy such Collateral at private sale from time to time and in each case may make payment therefore 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offereemeans. (b) Pledgor hereby agrees that The Secured Party may apply the cash proceeds actually received from any sale or other disposition of Collateral to the reasonable expenses of retaking, holding, preparing for sale, selling, leasing and the like, to reasonable attorneys' fees and all reasonable legal, travel and other expenses which may be incurred by the Secured Party in attempting to collect the Obligations or enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and then toward the payment of the Obligations; and the Debtor shall remain liable and will pay the Secured Party on demand any deficiency remaining after the application of such cash proceeds, together with interest thereon at the highest rate then payable on the Obligations and the balance of any expenses unpaid, with any surplus to be paid to the Debtor, subject to any duty of the Secured Party imposed by law to the holder of any subordinate security interest in 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 known to the Collateral shall be deemed to be commercially reasonableSecured Party. (c) Pledgor hereby acknowledges that the sale by The Secured Party may appropriate, set off and apply to the payment of the Obligations, any Collateral pursuant to in or coming into the terms hereof in compliance with possession of 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 its agents, without notice to the Collateral may dispose thereof. Pledgor acknowledges Debtor 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 as 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 lawin its reasonable discretion, 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. (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 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 without regard to the related prospectuses which, in the opinion existence or sufficiency 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 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 enforcedcollateral therefore. (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. Upon If the occurrence and during Debtor shall default on its obligations under the continuance of an Event of DefaultNote or this Agreement: (a) Secured Party may exercise in respect of the Collateral, in In addition to 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 under applicable law and may also (i) in the name of the Secured Party, the Debtor or otherwise, demand, xxx for, collect or receive any money or property at any time payable or receivable on default under account of or in exchange for, or make any compromise or settlement deemed desirable with respect to, any of the Code (irrespective of whether the Code applies to the affected items of Collateral), and the Secured Party may also modify the terms of payment or of a release, all without incurring responsibility to, or discharging or otherwise affecting any liability to the Secured Party of, the Debtor, (ii) enter upon the premises, or wherever the Collateral is, and take possession thereof, and maintain such possession on the Debtor's premises, or demand and receive such possession from any person who has possession thereof, or remove the Collateral or any part thereof, to such other places as the Secured Party may desire, all without any obligation, (iii) require the Debtor to, at its expense, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties, (iv) without notice (except as specified below) sell and with or without taking the possession thereof, sell, lease, assign, grant options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of location chosen by the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the 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 The Debtor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Days’ days' notice to Pledgor the Debtor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby The Debtor agrees 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 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 preserve rights in the maximum possible price Collateral against prior parties or to marshal any Collateral for the benefit of any Person. The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's intellectual property, as it pertains to the Collateral. Without limiting , in completing production of, advertising for, sale of, and the generality selling of any Collateral, and the Debtor's rights under all licenses and franchise agreements shall inure to the Secured Party's benefit, and (v) apply, without notice, any cash or cash items constituting Collateral in the possession of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party mayto payment of any of the Obligations. The Debtor waives, subject to the extent permitted by applicable law, from time all rights of the Debtor to time attempt to sell prior notice and hearing under any other applicable statute or constitution. (b) 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 Collateral by a private placementwill, restricting after payment of any amounts payable to 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 pursuant to buy Section 12 hereof, be applied against 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 Obligations in purchasing such order as 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. (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 deliverelect, and cause the Issuers and the directors and officers thereof any balance left thereafter returned 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, 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 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 enforcedDebtor. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a12(a) The Secured Party may exercise in respect of the Collateral, in addition to 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 (whether or not the Code (irrespective of whether the Code then applies to the affected items of Collateral), and Secured Party 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 offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem are 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. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Daysten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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, to the extent commercially reasonable. To the maximum extent permitted by law, The Pledgor hereby waives any claims against all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public saleof its remedies hereunder, even if absent this waiver. 12(b) The Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree. (b) Pledgor hereby agrees that may notify any sale or other disposition Person obligated on any of the Collateral conducted in conformity with reasonable commercial practices of banks in that the city and state where same has been assigned or transferred to the Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges and that the sale by same should be performed as requested by, or paid directly to, the Secured Party, as the case may be. The Pledgor shall join in giving such notice, if the 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 thereofso requests. 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, The 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. (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 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 judgmentname or in the Pledgor’s name, may be necessary demand, xxx for, collect or appropriate for approvalreceive any money or property at any time payable or receivable on account of, or be required bysecuring, any regulatory authority located in such Collateral or grant any cityextension to, county, state make any compromise or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests settlement with or otherwise enforce Secured Party’s rights hereunder; and (v) do agree to waive, modify, amend or cause to be done all change the obligation of any 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 enforcedPerson. (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. Upon and after the occurrence and during the continuance 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, (i) any or all security granted hereby will, at the option of the Secured Party, become immediately enforceable; and (ii) in addition to any right or remedy provided by law, the Secured Party will have the rights and remedies set out below, all of which rights and remedies will be enforceable successively, concurrently or both: (a) Secured Party may exercise in respect of the Collateral, in addition to 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 Code (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 offices or elsewhere, for cash, on credit or for future 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 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 any such sale a place or places designated by notice in writing given by the Secured Party to the Debtor, and shall be entitledthe Debtor agrees to so assemble the Collateral; (d) require the Debtor, for by notice in writing given by the purpose of bidding and making settlement Secured Party to the Debtor, to disclose to the Secured Party the location or payment of the purchase price for all or any portion locations of the Collateral sold at 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 be situated and take possession of the Collateral by any method permitted by law; (f) repair, process, complete, modify or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Debtor or otherwise and in connection with any such action utilize any of the Debtor's property without charge; (g) dispose of the Collateral by private or public sale, to use lease or otherwise upon such terms and apply conditions as the Secured Party may determine and whether or not the Secured Party has taken possession of the Collateral; (h) carry on all or any part of the Obligations as a credit on account business or businesses of the purchase price Debtor and, to the exclusion of all others including the Debtor, enter upon, occupy and, subject to any Collateral payable at requirements of law and subject to any leases or agreements then in place, use all or any of the premises, buildings, plant, undertaking and other property of, or used by, the Debtor for such sale. Each purchaser at any time and in such sale shall hold manner as the property sold absolutely Secured Party sees fit, free from any claim or right on the part of Pledgorcharge, and Pledgor hereby waives (except 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 made shall constitute reasonable notification. 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 therefor, and such sale may, without further notice, be made at direct the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition payment thereof out of the Collateral conducted in conformity with reasonable commercial practices of banks in or Proceeds; and (iv) the city and state where Secured Party is located in disposing of property similar to the Collateral Receiver 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 agent 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 Debtor for all purposes and, for greater certainty, 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 not be, in any way, responsible for any actions, whether wilful, negligent or otherwise, of any Receiver, and the Debtor hereby agrees to obtain indemnify and save harmless 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 mayfrom and against any and all claims, subject to applicable lawdemands, from time to time attempt to sell all actions, costs, damages, expenses or any part of payments which 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 hereafter suffer, incur or be required to buy pay as a result of, in whole or in part, any action taken by the Collateral Receiver 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 failure 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 Receiver to do any act 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 theretothing; (iin) use its best efforts pay or discharge any Lien claimed by any Person and reasonably established to qualify the satisfaction of the Secured Party in the Collateral under and the state securities laws or “Blue Sky” laws amount so paid shall be added to the Obligations and to obtain all necessary governmental approvals for shall bear interest calculated from the sale date of payment at 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 Interests or otherwise enforce Secured Party’s rights hereunderInterest Rate until payment thereof; and (vo) do take any other action, suit, remedy or cause to be done all such other acts and things as may be necessary to make such sale of proceeding authorized or permitted by this Agreement, the Collateral Notes, the Act or any part thereof valid and binding and in compliance with applicable law. Pledgor acknowledges that there is no adequate remedy at by 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 enforcedor equity. (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. (a) Upon the occurrence and --------------------- during the continuance of any Event of Default 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: Default is continuing after expiration of all applicable grace cure periods under the Loan Agreement (athe "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 the Secured Party may exercise in respect deem advisable, (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 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 other 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 on default under the Code (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 offices or elsewhere, for cash, on credit or for future 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 Pledgor shall remain liable for any deficiency if the purchaser proceeds 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 made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks in are insufficient to pay all the city Obligations and state where all other amounts to which the Secured Party is located in disposing entitled, and shall also be liable for the fees of property similar any attorneys employed by the Secured Party to the Collateral shall be deemed to be commercially reasonablecollect such deficiency. (cd) Instead of exercising the power of sale provided in Section 12(a)(ii) hereof, the Secured Party may proceed by a suit or suits at law or in equity to foreclose the pledge under this Agreement and sell the Pledged Collateral or any portion thereof under a judgment or decree of a court or courts of competent jurisdiction. (e) 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 acknowledges 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 any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedPledged Collateral, or any similar statute hereafter adopted with similar purpose portion thereof, sold as aforesaid; and no such purchaser (or effect (the “Securities Act”representatives or assigns of such purchaser), as well as applicable “Blue Sky” after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money or other state securities lawsany part thereof, may require strict limitations or in any manner whatsoever be answerable for any loss, misapplication or nonapplication of any such purchase money, or any part thereof, or be bound to inquire as to the manner in which Secured Party authorization, necessity, expediency or regularity of any subsequent transferee such sale. (g) No sale or other disposition 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 applicable law, from time to time attempt to sell all or any part of the Pledged 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 pursuant 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 this Agreement shall be deemed to be a commercially reasonable method relieve the Pledgor of disposition its obligations in respect of any Obligations except to the Collateral. (d) If extent the proceeds thereof are applied by the 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 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 payment 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 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 enforcedObligations. (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. Upon the occurrence and during the continuance of an Event event of Default: (a) default, and at any time thereafter as long as the default continues, Secured Party may may, at its option, with or without notice to Debtor (i) declare this Agreement to be in default, (ii) declare the indebtedness hereunder to be immediately due and payable, (iii) declare all other debts then Owing by Debtor to Secured Party to be immediately due and payable, (iv) cancel any insurance and credit any refund to the indebtedness, and (v) exercise in respect all of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default Secured Party under the Uniform Commercial Code (irrespective of whether and any other applicable laws, including, without limitation, the Code applies right to require Debtor to assemble the affected items of Collateral)Equipment and deliver it to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties, and Secured Party may also without notice (except as specified below) sell to lawfully enter any premises where 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 offices or elsewhere, for cash, on credit or for future 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 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 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 of repossession may be taken and place of any public sale or the time after which a private sale held without liability until its return is to be made shall constitute reasonable notificationrequested by Debtor. 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees that any Any sale or other disposition of any of the Collateral conducted 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 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 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 may bring any legal proceedings it deems necessary to enforce the payment and performance of Debtor's obligations hereunder in conformity with reasonable commercial practices of banks any court in the city State shown in Secured Party's address set forth herein, and state where Secured Party is located in disposing service of property similar process may be made upon Debtor by mailing a copy of the summons to the Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale Debtor at its address shown herein. The filing by Secured Party of any Collateral pursuant action or proceeding with respect 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 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 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 cashsale, from a limited number selling and the like shall include (a) the reasonable fees of investors reasonably believed any attorneys retained by Secured Party,(b) any amounts advanced or expenses incurred by Secured Party pursuant to be institutional investors or Paragraph 3 hereof and (c) all other accredited investors who might be interested in purchasing legal and other expenses incurred by Secured Party. Debtor agrees that it is liable for and will promptly pay any deficiency remaining after any disposition of Collateral after default and all costs and expenses, including the Collateral. If Secured Party shall solicit such offersreasonable fees of any attorney, then the acceptance incurred 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 may be necessary or, in the opinion collection of Secured Party, advisable to register any 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 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 enforceddeficiency. (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. Upon the occurrence and during the continuance of an Event of Default, 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 addition to all other rights, powers and remedies available at law and in equity, the following rights, powers and remedies: (a) the Secured Party may exercise appoint and reappoint by instrument in respect writing, or institute proceedings in any court of competent jurisdiction for the Collateralappointment or reappointment of, in addition to other rights and remedies provided for herein or otherwise available to it, all any person (including the rights and remedies of a secured party on default under the Code (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 offices ) or elsewhere, for cash, on credit persons to be a receiver or for future delivery, at such time or times receiver and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective manager (collectively called a “Receiver”) 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 saleCollateral. 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 made shall constitute reasonable notification. 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 remove or private sale replace the Receiver from time to time by announcement at the time and place fixed therefortime, and such sale mayappoint another person or persons in 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, without further noticethe Receiver so appointed or replaced shall have, be made at possess and may exercise all or any part of the time rights, powers and place to which it was so adjourned. To remedies of the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because (whether conferred upon the price at which any Collateral may have been sold at such a private sale was less than Secured Party) by this Agreement or otherwise). For greater certainty, where the price that might have been obtained at a public sale, even if Secured Party accepts is referred to in this Agreement, the first offer received term shall, where the context permits, include the Receiver so appointed or replaced and does not offer such Collateral to more than one offeree.the officers, employees, servants or agents of the Secured Party and the Receiver; (b) Pledgor hereby agrees 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 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 without notice, take such steps as it considers necessary or desirable to applicable law, from time to time attempt to sell obtain possession of 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 private placementwritten or verbal demand therefor, restricting at such place or places specified by the bidders 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 prospective purchasers removing the Collateral or any part thereof or both; (c) subject to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doingthe Act, the Secured Party may solicit offers without notice, advertisement, demand for payment or any other formality (all of which are hereby waived) do any act or thing to buy 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 absolute discretion of the Secured Party, 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 cashsuch period as may, from a limited number in the absolute discretion of investors reasonably believed by the Secured Party, seem to it necessary or advisable; (e) subject to the Act, the Secured Party may without notice, elect 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. (d) If Secured Party shall determine to exercise its right to sell retain all or any portion part 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 satisfaction 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 Indebtedness or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable theretoany part thereof; (iif) use its best efforts subject to qualify the Act, the Secured Party may purchase all or any part of the Collateral under the state securities laws at any public or “Blue Sky” laws and to obtain all necessary governmental approvals for the sale private sale, auction, tender or by way of the Collateral, as requested by Secured Partyany other mode of disposition; (iiig) 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 borrow money on the security of the Collateral and all documents and writings which, create security interests 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 hereunderCollateral; and (vh) do the Secured Party may pay any indebtedness of the Debtor, post any security or cause otherwise deal with any other creditors of the Debtor in order to be done all such obtain the discharge of any mortgage, charge, hypothecation, pledge, security interest, line, claim or other acts and things as encumbrance that may be necessary to make such sale of exist against 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 enforcedthereof. (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. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) Subject to receiving the Required Consent, the Secured Party may exercise in respect of the Collateral, in addition to 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 Utah (irrespective of whether the Code applies to the affected items of Collateral)“Code”) in effect at that time, and Secured Party 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 4838-7467-4183\10 sale, at any exchange, broker’s board or at any of the Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Secured Party may deem reasonably believe are 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. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least five (5) Business Daysten days’ prior notice to the Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, The Pledgor hereby waives any claims against all requirements of law, if any, relating to the marshalling of assets which would be applicable in connection with the enforcement by the Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public saleof its remedies hereunder, even if absent this waiver. The Secured Party accepts may disclaim warranties of title and possession and the first offer received and does not offer such Collateral to more than one offereelike. (b) Pledgor hereby agrees that 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 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 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, realization 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 may, in the discretion of the Secured Party, be held 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 as collateral for, or then or at any time thereafter be applied in whole or in part by the Collateral Secured Party against, all or any part thereof for cash, from a limited number of investors reasonably believed by the Obligations (including any expenses of the 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. (d) If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral payable 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, 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 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 enforced13 hereof). (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. Upon the occurrence and during the continuance of If an Event of Default:Default exists: --------------------- (a) Secured Party may elect to declare all or any part of the Obligations secured hereby immediately due and payable in full, without notice, demand, presentment, notice of intent to accelerate, notice of acceleration or any other notice, all of which Pledgor hereby expressly waives (except such notice as may be required by law and cannot be waived). (b) Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to itSecured Party, all the rights and remedies of a secured party on in default under all applicable laws in effect in the Code (irrespective State of whether the Code applies to the affected items of Collateral), Texas at that time 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 in a public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere's board, for cash, on credit or for future delivery, at such time or times and at such price or prices delivery 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’ ten days' notice to Pledgor of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of the 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. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price 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 offeree. (b) Pledgor hereby agrees 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 Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale Any cash held by Secured Party as Collateral and all cash proceeds received by Secured Party in respect of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amendedsale of, collection from, or other realization of all or any similar statute hereafter adopted with similar purpose or effect (part of Collateral, may, in the “Securities Act”)discretion of Secured Party, as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which be held by Secured Party as collateral for, and/or then or at any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that time thereafter applied 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 whole 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 part by 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 against 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 distributionObligations. In so doing, Secured Party may solicit offers to buy the Collateral Any surplus of such cash or any part thereof for cash, from a limited number of investors reasonably believed cash proceeds held by Secured Party to be institutional investors or other accredited investors who might be interested and remaining after payment in purchasing full of all the Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers Obligations shall be deemed paid over to be a commercially reasonable method of disposition of the Collateral. (d) If Secured Party shall determine Pledgor or 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 whomsoever may be necessary or, in the opinion of Secured Party, advisable lawfully entitled to register receive 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 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 enforcedsurplus. (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. Upon the occurrence and during the continuance of an any Event of DefaultDefault under this Security Agreement, the Letter Agreement, Guaranty, the Notes, the Amended Loan Agreement, the Loan Documents or of any other Obligation, and at any time thereafter, Secured Party may, without notice to or demand upon Debtor, declare any and all Obligations immediately due and payable and Secured Party shall have the following rights and remedies (to the extent permitted by applicable law), in addition to all rights and remedies of Secured Party under the Letter Agreement, Guaranty, the Notes, the Amended Loan Agreement and the Loan Documents, and all rights and remedies of a secured party under the Uniform Commercial Code, all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) Secured Party may exercise at its sole option directly notify Debtor's account debtors or others who pay fees to Debtor to remit payments to one or more post office boxes maintained by Secured Party; (b) Secured Party may at any time and from time to time, with or without judicial process or the aide and assistance of others, enter upon any premises in respect which any Collateral may be located and, without resistance or interference by Debtor, take possession of the Collateral, in addition and/or dispose of any Collateral on any such premises, and/or require Debtor to other rights assemble and remedies provided for herein or otherwise make available to itSecured Party at the expense of Debtor any Collateral at any place and time designated by Secured Party which is reasonably convenient to both parties, all and/or remove any Collateral from any such premises for the rights purpose of effecting sale or other disposition thereof (and remedies if any of a secured party on default under the Code (irrespective Collateral consists of whether the Code applies to the affected items of Collateral)motor vehicles, and Secured Party may also use Debtor's license plates), and/or sell, resell, lease, license, assign and deliver, grant options for or otherwise dispose of any Collateral in its then condition without notice (except as specified below) sell the Collateral or following any part thereof commercially reasonable preparation or processing, at public or private sale or proceedings or otherwise, by one or more contracts, in one or more parcels at public or private salelots, at any exchangethe same or different times, broker’s board with or without having the Collateral at any the place of Secured Party’s offices sale or elsewhereother disposition, for cashcash and/or credit, on and upon any terms, at such place(s) and time(s) and to such person(s) as Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition. Debtor hereby agrees that the sending of ten (10) days' notice (as provided in Section 8 hereof) shall be deemed reasonable notice thereof. If any Collateral is sold by Secured Party upon credit or for future 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 made shall constitute reasonable notification. Secured Party shall not be obligated liable for the failure of the purchaser to make any sale of Collateral regardless of notice of sale having been givenpay for same and in such event Secured Party may resell such Collateral. Secured Party may adjourn buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to widely distributed standard price quotations, Secured Party may buy such Collateral at private sale from time to time and in each case may make payment therefor by announcement at any means, provided that payment is made in full by Secured Party upon the later of the time and place fixed therefor, and of such sale may, without further notice, be made at and the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at taking of delivery of such a private sale was less than the price 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 offereeCollateral. (bc) Pledgor hereby agrees that Secured Party may apply the cash proceeds actually received from 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 Collateral shall reasonable expense of retaking, holding, preparation and processing for sale, selling, leasing, licensing and the like, to reasonable attorneys' fees and all legal, travel and other expenses which may be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale incurred by Secured Party in attempting to collect the Obligations or to enforce this Security Agreement, or in the prosecution or defense of any Collateral pursuant action or proceeding related to the terms hereof subject matter of this Security Agreement; and then to the Obligations 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 such order and as to the manner in which principal or interest as Secured Party or may determine; and Debtor shall remain liable and will pay Secured Party, on demand, any subsequent transferee deficiency remaining after the application of such cash proceeds, together with interest thereon at the highest rate then payable on the Obligations and the balance of any expenses unpaid, with any surplus to be paid to Debtor, subject to any duty of Secured Party imposed by law to the holder of any other security interest in the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order known to protect Secured Party’s interest it may be necessary to sell . Within a reasonable time following the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another mannerapplication of cash proceeds, 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 provide Debtor with a reasonable accounting of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject Obligations 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 which 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 Collateralproceeds have been applied. (d) If Secured Party shall determine may appropriate, set off and apply to exercise its right to sell all or any portion the payment of the Obligations, any Collateral pursuant to this Section, Pledgor agrees that, upon request in or coming into the possession of Secured PartyParty or its agents, Pledgor will, at its own expense: (i) use its best efforts without prior notice to execute Debtor and deliver, and cause the Issuers and the directors and officers thereof to execute and deliver, all in 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, 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 manner 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 enforceddiscretion determine. (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. Upon If any Event of Default shall have occurred and be continuing: (A) At the occurrence election of the Secured Party, all of the Secured Obligations shall become immediately due and during payable; provided, however, that notwithstanding anything contained herein to the continuance contrary, if the Event of an 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. (ai) The Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on in case of a default by a debtor under the Code (irrespective of whether the Code applies to the affected items of Collateral)UCC, 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 any exchange, exchange or broker’s board or at any of Secured Party’s offices or elsewhere's board, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the 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 lawii) 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 The Company agrees that, to the extent notice of sale shall be required by law, at least five ten (510) Business Days’ days' notice to Pledgor the Company of the time and place of any public sale or the time after which a any private sale is to be made shall constitute reasonable notification. 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. To the maximum extent permitted by law, Pledgor The Company hereby waives any claims against the Secured Party arising because by reason of the fact that the price at which any of the 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, even if the Secured Party accepts the first offer received and does not offer such the Collateral (or any part or portion thereof) to more than one offeree. (bC) Pledgor hereby agrees that 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 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 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, realization 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 applied by 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 First, to the payment of the costs and expenses of the Secured Party in enforcing its best efforts rights under this Agreement and any of the other Transaction Documents, including, without limitation, reasonable compensation to execute the Secured Party and deliverits agent and counsel, and cause all expenses, liabilities and advances made or incurred by 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, Secured Party 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 theretoconnection therewith; (ii) use its best efforts Next, to qualify the Collateral under the state securities laws or “Blue Sky” laws and to obtain all necessary governmental approvals Secured Party, for the sale satisfaction and payment in full of the Collateral, as requested by Secured Party;Obligations; and (iii) cause Finally, after satisfaction and payment in full of all the Issuers Secured Obligations, to make available the payment to their respective security holdersthe Company, or its successors or assigns, or to whomsoever may be lawfully entitled to receive the same or as soon as practicablea court of competent jurisdiction may direct, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act;any surplus then remaining from such proceeds. (ivD) execute The Company, at its sole cost and deliverexpense, shall promptly take all steps and actions requested from time to time by the Secured Party to marshal the Collateral (or cause any specified part or portion thereof) at the officers and directors of Company Address and/or at such other location or locations as 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 Interests or otherwise enforce Secured Party’s rights hereunder; andreasonably request. (vE) do 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 cause to be done all such other acts and things as may be necessary to make such sale payment of any items, the cash proceeds of the Collateral or any part shall (subject to the prior application 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 accordance with the provisions of this Section foregoing subsection (C)) be credited to the Secured Obligations, it being specifically understood and agreed, however, that such failure would an account receivable, contract right, general intangible, negotiable or non-negotiable instrument (other than a check), or other non-cash proceeds shall not be adequately compensable in damagesso credited until actual payment thereof. All such credits shall, and therefore agrees that its agreements contained in this Section may however, be specifically enforcedconditioned upon final payment to the Secured Party of the items giving rise to them. (eF) PLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: If any Event of Default has occurred, the Secured Party 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 notify all or any of the Debtors in writing of 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 Secured Party to mail such notices at the Company's own expense. (iG) 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 REDEMPTIONAnything contained herein to the contrary notwithstanding, STAYthe Secured Party may exercise all rights and remedies available to it pursuant hereto or under law, 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 SALEwhich remedies shall be deemed cumulative and not exclusive.