Common use of Remedies Upon Default Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, all Secured Party shall have, in addition to any other rights of National Rural suspended under the applicable Control Party Notice of Default shall revest given by law or in National Rural. (a) Upon the occurrence of an Event of Defaultthis Agreement, the Collateral Agent shallNote, for or in any other agreement between Secured Party, on the benefit one hand, and at Pledgor, on the direction other hand, all of the Control Party, have rights and remedies with respect to the right to exercise any and all rights afforded to Collateral of a secured party under the Uniform Commercial Code or other applicable law. Without limiting Code, and also shall have, without limitation, the generality of the foregoingfollowing rights, National Rural which Pledgor hereby agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) be commercially reasonable: 6.1 to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of transfer all or any part of the Collateral into the Secured Party's name or the name of its nominee or nominees; 6.2 all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 4.1 and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to Section 4.2 shall, at Secured Party's option, cease, and all such rights shall, at Secured Party's option, thereupon become vested in Secured Party, and Secured Party shall, at its option, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and distributions. Any payments received by Pledgor contrary to the provisions of this Section shall be held in trust by Pledgor or the benefit of Secured Party, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Secured Party, with any necessary endorsement; 6.3 to vote the Pledged Shares (whether or not transferred into the name of the Secured Party), and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS SECURED PARTY THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS. 6.4 at a any time or from time to time, to sell, assign and deliver, or grant Options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or at any broker’s board adjournment thereof or on any securities exchangeto redeem or otherwise (all of which are hereby waived by Pledgor), for cash, upon on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent shall deem appropriate. The Collateral Agent Secured Party in its absolute discretion may determine; provided, that at least five days notice of the time and place of any such sale shall be authorized at given to Pledgor. Secured Party shall not be obligated to make any such sale of securities (Collateral regardless of whether any such notice of sale has therefore been given. Pledgor hereby waives any other requirement of notice, demand, or advertisement for sale, to the extent permitted by law. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if it deems it advisable any, of marshaling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Secured Party may 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 do so) 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 restrict 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 bidders and prospective bidders or purchasers to Persons those who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment only and not with a view for distribution. In so doing, Secured Party may solicit offers to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which buy the Collateral, or portion thereofany part of it for cash, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state from a limited number of investors deemed by Secured Party, in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereofits reasonable credit judgment, to be sold may responsible parties who might be sold interested in one lot as an entirety or in separate parcelspurchasing the Collateral. If Secured Party shall solicit such offers from not less than four such investors, as then the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless acceptance by Secured Party of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 highest offer obtained therefore shall be deemed to conform to the be a commercially reasonable standards as provided in Section 9-610(b) method of disposition of such Collateral, even though the Uniform Commercial Code or its equivalent in other jurisdictionssales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering.

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

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

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

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, during the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, all rights each Grantor agrees to deliver each item of National Rural suspended under Collateral to the Administrative Agent on demand, and it is agreed that the Administrative Agent shall have the right, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, Grantor to enter any premises where the Collateral Agent shall, may be located for the benefit and at purpose of taking possession of or removing the direction of the Control PartyCollateral and, have the right generally, to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code, the Bankruptcy Code or other applicable law. Without limiting the generality of the foregoing, National Rural each Grantor agrees that the Collateral Administrative Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the mandatory requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidlaw, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at in connection with any such sale of securities a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so soldsold (other than in violation of any then-existing licensing or trademark co-existence arrangements with a third party to the extent that waivers thereunder cannot be obtained with the use of commercially reasonable efforts, which each Grantor hereby agrees to use). Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralany Grantor, and National Rural each Grantor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . The parties hereto acknowledge that the remedies of the Administrative Agent and the Secured Parties may be limited by applicable law. The Administrative Agent shall, except in the case of Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, give the applicable Grantors ten (b10) The Collateral Agent shall give National Rural 10 daysBusiness Days’ written notice (which National Rural each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 4.01, the Control any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural any Grantor (all said such rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to Pledged Collateral any Grantor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and National Rural no Grantor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions.

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

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

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

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

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, Secured Party shall have, and may exercise any one or more of, the following rights: a. Secured Party may vote the Pledged Collateral Agent shall, for the benefit on all Company matters and at the direction sign written consents in lieu of meeting as owner of the Control PartyPledged Collateral; b. Secured Party may take absolute title to the Pledged Collateral by completing the assignment with respect to the Pledged Collateral, have and after this transfer Secured Party will solely own the right Pledged Collateral; c. Secured Party may, at its option, exercise any and all rights, privileges, options or powers pertaining or relating to the Pledged Collateral. Pledgor irrevocably constitutes and appoints Secured Party its proxy and attorney-in-fact with full power of substitution to exercise any and all rights afforded to a secured party under the Uniform Commercial Code rights, privileges, options, or other applicable law. Without limiting the generality powers of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject Pledgor pertaining or relating to the requirements of applicable law Pledged Collateral; d. Secured Party may sell, assign, and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of deliver all or any part of the Pledged Collateral at a public or any private sale or at any broker’s board public auction, with or on any securities exchangewithout demand or advertisement of the time or place of sale or adjournment thereof or otherwise, for cash, upon for credit or for other property or consideration, for immediate or future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view delivery; however, only after granting to the distribution or sale thereofPledgor a right of first refusal to meet any respective offer. Under such scenario, and upon consummation of any such sale the Collateral Agent Pledgor shall have fifteen (15) business days to respond with the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time offer in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangecash. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part offer of the Pledged Collateral is made on credit or by Secured Party pursuant to the terms of this Agreement shall be at Pledgor’s expense. Pledgor shall reimburse Secured Party for future delivery, its costs and other expenses in having the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereofoffered for sale, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (including attorneys’ fees; or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control e. Secured Party may bid take any other actions provided for or purchase, free (to the extent permitted by under applicable law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Upon any Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.hereunder: (a) Upon the occurrence of an Event of DefaultThereupon, the Collateral Agent shallor at any time thereafter, for the benefit and at the direction of the Control Secured Party, at its option, may declare the Guaranty to be immediately due and payable after demand and notice to Debtor and Hypothecators, and shall have the right to exercise any and all rights afforded to remedies of a secured party under the Uniform Commercial Code or other applicable law. Without limiting laws of Ohio, including, without limitation thereto, the generality right to forthwith exercise all rights of ownership of the foregoingPledged Property, National Rural agrees that including, without limitation, the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or all dividends, interest and other reasonable assurances that its costs amounts declared on, and expenses in connection therewith will be paid, to sell or otherwise dispose of all the Pledged Property according to law or any part at its option to retain the Pledged Property in partial satisfaction of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateGuaranty. The Collateral Agent Secured Party shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons persons who will represent and agree that they are purchasing the Pledged Collateral Property for their own account in compliance with any applicable exemption available under the Securities Act of 1933. The Secured Party will not be obligated to make any sale if it determines not to do so, regardless of the fact that notice of the sale may have been given. Debtor and Hypothecators recognize that Secured Party may be unable to effect public sale of all or a portion of the Pledged Property by reason of certain prohibitions contained in the Securities Act of 1933, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Property for their own account for investment and not with a view to resale thereof. The Debtor and Hypothecators agree that private sales may be at prices and on other terms less favorable to the distribution or seller than if such Pledged Property were sold at public sale thereof, and upon consummation that Secured Party has no obligation to delay sale of any such Pledged Property for the period of time necessary to permit registration of such Pledged Property for public sale under the Collateral Agent Securities Act of 1933. The Debtor and Hypothecators agree that private sales made under the foregoing circumstances, or that any other disposition by Secured Party of the Pledged Property, shall be deemed to have been made in a commercially reasonable manner under the Uniform Commercial Code as adopted in the State of Ohio. (b) All reasonable costs and expenses of Secured Party in holding, preparing for sale and selling or otherwise realizing upon any Pledged Property in an Event of Default by Debtor, including court costs and reasonable attorneys' fees and legal expenses, allowed by law, shall constitute additional indebtedness of the Debtor which Debtor promises to pay on demand and which shall be entitled to the benefit of and be secured by said security interest and as to which interest shall accrue at the same rate as provided in the Loan Agreement, provided however that in no event will the total of interest and other charges due hereunder exceed the maximum rate, if any, established by applicable law. (c) The Secured Party shall have the right to assign, transfer and deliver apply the proceeds of any disposition of the Pledged Property to the purchaser payment of the Guaranty in such order of application as the Secured Party may, in its sole discretion, elect. Any deficiency will be paid to the Secured Party by Debtor forthwith upon demand, and any surplus will be paid to the Debtor or purchasers Hypothecators or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct if the Debtor is not indebted to the Secured Party under any other obligation. (d) The rights, options and remedies of the Secured Party shall be cumulative and no failure or delay by the Secured Party in exercising any right, option or remedy shall be deemed a waiver thereof or of any other right, option or remedy, or waiver of any Event of Default hereunder. (e) To the extent that any of the Debtor's obligations to the Secured Party are now or hereafter secured by property other than the Pledged Collateral so sold. Each Property or by the guaranty, endorsement or property of any other person, firm, corporation or other entity, then the Secured Party shall have the right to proceed against such purchaser other property, guaranty, or endorsement upon any Event of Default, and the Secured Party shall have the right in its sole discretion to determine which rights, security, liens, security interests or remedies the Secured Party shall at any sale time pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of Pledged Collateral shall hold them or any of the property sold absolutelySecured Party's rights hereunder. (f) The Debtor and Hypothecators agree, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemptionthey may lawfully do so, stay and appraisal which National Rural now has or may that they will not at any time in any manner whatsoever claim, or take the future have benefit or advantage of, any appraisement, valuation, stay, extension, moratorium, turnover or redemption law or any law permitting them to direct the order in which the Pledged Property shall be applied or sold, now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance or enforcement of this Agreement, and the Debtor and Hypothecators hereby waive all benefits or advantage of all such laws, and covenant that Debtor and Hypothecators will not hinder, delay or impede the execution of any power granted to the Secured Party in this Agreement but will suffer and permit the execution of every such power as though no such law were in force; provided that nothing contained in this Section shall be construed as a waiver of any rights of the Debtor or Hypothecators under any rule of law or statute now existing or hereafter enactedapplicable federal bankruptcy law. (bg) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time Debtor and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (orHypothecators, to the extent permitted by laweach may lawfully do so, private) sale made pursuant on behalf of Debtor and Hypothecators and all who may claim through or under Debtor or Hypothecators, including, without limitation any and all subsequent creditors, vendees, assignees and lienholders, waive and release all rights to this Pledge Agreement, the Control Party may bid for demand or purchase, free (to the extent permitted by law) from have any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return marshaling of the Pledged Collateral or Property upon any portion thereof subject theretosale, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the whether made under any power of sale granted herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions judicial proceedings or upon any foreclosure or any enforcement of this Section 4.02 shall Agreement, and consents and agrees that all the Pledged Property may at any such sale be deemed to conform to the commercially reasonable standards offered and sold as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsan entirety.

Remedies Upon Default. If an any Event of Default, followed by the required Opportunity to Cure Non-Monetary Default and Pledge Election, shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.: (a) Upon the occurrence The Secured Party may exercise in respect of an Event of DefaultPledged Collateral, the Collateral Agent shallin addition to any other rights and remedies provided for herein or otherwise available to it, for the benefit and at the direction all of the Control Party, have the right to exercise any rights and all rights afforded to remedies of a secured party on default under the Uniform Commercial Code or other applicable law. Without then in effect in the State of Texas; and without limiting the generality of the foregoingforegoing and without notice except as specified below, National Rural agrees that the sell Pledged Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral thereof in one or more parcels at a public or private sale or sale, at any exchange or broker’s board or elsewhere, at such price or prices and on any securities exchangesuch other terms as Secured Party may deem commercially reasonable. Debtor agrees that, for cash, upon credit or for future delivery except as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized required by law, at any such sale least ten (10) days’ notice to Debtor of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent time and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation place of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any public sale of Pledged Collateral shall hold the property sold absolutely, free from any claim owned by Debtor or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineconstitute reasonable notification. The Collateral Agent Secured Party shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that whether or not notice of sale of such Pledged Collateral shall have has been given. The Collateral Agent may, without notice or publication, Secured Party may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. (b) In the event that Secured Party determines to exercise its right to sell all or any part of Pledged Collateral pursuant to Section 12(a) hereof, Debtor will, at Debtor’s expense and upon request by Secured Party, do or cause to be done all such other acts and things as may be reasonably necessary to make such sale of such Pledged Collateral valid and binding and in compliance with applicable law. (c) Secured Party may determine to make one or more private sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. In case Debtor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Debtor further acknowledges and agrees that any offer to sell such securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation (to the extent that such an offer may be so advertised without prior registration under the Securities Act) or (ii) made privately in the manner described above to not less than fifteen (15) bona fide offerees shall be deemed to involve a “public disposition” for the purposes of Section 9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in effect in the State of Texas, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Secured Party may, in such event, bid for the purchase of such securities. (d) Any cash held by Secured Party as Pledged 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 Pledged Collateral may, in the 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 13 hereof) in whole or in part by Secured Party against, all or any part of the Pledged Collateral is made on credit Secured Obligations in such order as Secured Party shall elect consistent with the provisions of the Note. Any surplus of such cash or for future delivery, cash proceeds held by Secured Party and remaining after payment in full of all of the Pledged Collateral so sold Secured Obligations shall be paid over to Debtor or to such Person as may be retained by lawfully entitled to receive such surplus. (e) Notwithstanding anything to the Collateral Agent until the sale price is paid by the purchaser or purchasers thereofcontrary contained herein, but the Collateral Agent Debtor shall not incur be liable for any liability deficiency in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case event that the proceeds of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability collection or realization are insufficient to Pledged Collateral therefor. For purposes hereof, a written agreement pay all amounts to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionswhich Secured Party is legally entitled.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) a. Upon the occurrence of an Event of DefaultDefault and any time thereafter, the Collateral Agent shall, for the benefit and at the direction Lender may exercise any one or more of the Control Party, have following rights and remedies: (1) Declare unmatured Secured Obligations to be immediately due and payable and the right to exercise same shall thereupon be immediately due and payable without presentment or other notice or demand; (2) Exercise and enforce any and or all rights afforded and remedies available upon default to a secured party under the Uniform Commercial Code or other applicable law. Without limiting Minnesota UCC, including, but not limited to, the generality right to exercise all rights as a holder of the foregoing, National Rural agrees that Collateral and the right to dispose of the Collateral Agent shall have in any manner permitted by the rightMinnesota UCC and applicable securities laws including, but only if so instructed by a without limitation, the Control Party Order right to offer and subject to the requirements of applicable law and sell the Collateral Agent’s right (in its sole and absolute discretion) privately to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith purchasers who will be paid, agree to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as take the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a the view to distribution and who will agree to the distribution or sale thereofimposition of restrictive legends on the certificates representing the Collateral, and upon consummation the right to arrange for a sale of the Collateral which would otherwise qualify as exempt from registration under the Securities Act of 1933; (3) Exercise its right to receive all cash payments on account of the Pledged Membership Interest (including without limitation the Permitted Distributions) for periods that the Collateral was held by Pledgor; and (4) Exercise all governance rights of Pledgor with respect to the Pledged Membership Interest. Any transferee of Lender’s interest in the Collateral shall be entitled to exercise all rights as holder of the Collateral, including voting rights. b. If Lender disposes of any of the Collateral, the proceeds of any such sale disposition shall be applied as set forth in the Collateral Agent shall have applicable provisions of Article 9 of the Minnesota UCC. Pledgor specifically grants to Lender the right to assignapply such proceeds to attorneys’ fees and legal expenses incurred by Lender in connection with collection of the Secured Obligations, transfer disposition of Collateral or protection of Lender’s position. If any notification of intended disposition of any of the Collateral is required by law, such notification shall be deemed commercially reasonable if mailed at least ten (10) Business Days before such disposition, postage prepaid, addressed to Pledgor at its notice address set forth on the signature page to this Agreement. c. Pledgor recognizes that Lender may be unable to effect a public sale of the Pledged Membership Interests by the reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”) or other applicable state or federal laws, and deliver Lender may therefore resort to one or more private sales thereof to a restricted group of purchasers. Pledgor agrees that any such private sales may be at prices and on other terms less favorable to the purchaser or purchasers seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Lender shall be under no obligation to delay a sale of any of the Pledged Collateral so soldMembership Interests for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act, or such other applicable laws, even if the issuer would agree to do so. Each such purchaser at Subject to the foregoing, Lender agrees that any sale of the Pledged Collateral Membership Interests shall hold the property sold absolutely, free from any claim or right on the part of National Ruralbe made in a commercially reasonable manner, and National Rural hereby waives (Pledgor agrees to use its best efforts to cause the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has issuer or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 issuers of the Uniform Commercial Code Pledged Membership Interests contemplated to be sold, to execute and deliver, all at Pledgor’s expense, all such instruments and documents, and to do or its equivalent in cause to be done all such other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such noticeacts and things as may be necessary or, in the case reasonable opinion of a public saleLender, shall state advisable to exempt such Pledged Membership Interests from registration under the time provisions of the Securities Act, and place for to make all amendments to such sale andinstruments and documents which, in the case opinion of a sale at a broker’s board Lender, are necessary or on a securities exchangeadvisable, shall state all in conformity with the board or exchange at which such sale is to be made requirements of the Securities Act and the day on which rules and regulations of the CollateralSecurities and Exchange Commission applicable thereto, or portion thereof, will first be offered for sale at such board or exchangeand other applicable law. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, Pledgor further agrees to use its best efforts to cause the Pledged Collateral, or portion thereof, Membership Interests to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance comply with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 the securities or “Blue Sky” laws of any jurisdiction which Lender shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsreasonably designate.

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

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of DefaultDefault and during the continuance thereof, Credit Facilitator shall have, in addition to any other rights given by law or in this Agreement, in the Credit Facilitation Agreement, or in any other agreement between Credit Facilitator, on the one hand, and Guarantor and Pledgor, on the other hand, all of the rights and remedies with respect to the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting Code, and also shall have, without limitation, the generality of the foregoingfollowing rights, National Rural which Pledgor hereby agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) be commercially reasonable: 11.1 to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of transfer all or any part of the Pledged Collateral into the Credit Facilitator's name or the name of its nominee or nominees; 11.2 all rights of Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 6.1 and to receive the dividends and distributions that it would otherwise be authorized to receive and retain pursuant to Section 6.2 shall, at a Credit Facilitator's option, and upon notice to Pledgor, cease, and all such rights shall, at Credit Facilitator's option, and upon notice to Pledgor, thereupon become vested in Credit Facilitator, and Credit Facilitator shall, at its option, and upon notice to Pledgor, thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Collateral such dividends and interest payments. Any payments received by Pledgor contrary to the provisions of this Section shall be held in trust by Pledgor for the benefit of Credit Facilitator, shall be segregated from other funds of Pledgor, and shall be promptly paid over to Credit Facilitator, with any necessary endorsements; 11.3 upon notice to Pledgor, to vote all or any part of the Shares (whether or not transferred into the name of the Credit Facilitator), and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof; PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS CREDIT FACILITATOR THE PROXY AND ATTORNEY-IN-FACT OF PLEDGOR, COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION TO DO SO; SUCH PROXY SHALL CONTINUE IN FULL FORCE AND EFFECT AND TERMINATE UPON THE INDEFEASIBLE PAYMENT IN FULL OF THE SECURED OBLIGATIONS. 11.4 at any time or from time to time, to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or at any broker’s board adjournment thereof or on any securities exchangeto redeem or otherwise (all of which are hereby waived by Pledgor), for cash, upon on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Collateral Agent shall deem appropriate. The Collateral Agent Credit Facilitator in its absolute discretion may determine; provided, that at least 10 days notice of the time and place of any such sale shall be authorized at given to Pledgor. Credit Facilitator shall not be obligated to make any such sale of securities (Collateral regardless of whether any such notice of sale has therefore been given. Pledgor hereby waives any other requirement of notice, demand, or advertisement for sale, to the extent permitted by law. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if it deems it advisable any, of marshaling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, Credit Facilitator may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Credit Facilitator shall not be liable for failure to do so) collect or realize upon any or all of the Collateral or for any delay in so doing. Credit Facilitator shall not be under any obligation to restrict take any action whatsoever with regard thereto; 11.5 to buy the Collateral, in its own name, or in the name of a designee or nominee. Credit Facilitator shall have the right to execute any document or form, in its name or in the name of the Pledgor, that may be necessary or desirable in connection with such sale of the Collateral. 11.6 to sell all or any part of the Collateral by a private placement, restricting bidders and prospective bidders or purchasers to Persons those who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment only and not with for distribution. In so doing, Credit Facilitator may solicit offers to buy the Collateral, or any part of it for cash, from a view limited number of investors deemed by Credit Facilitator, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Collateral. If Credit Facilitator shall solicit such offers from not less than four (4) such investors, then the acceptance by Credit Facilitator of the highest offer obtained therefore shall be deemed to be a commercially reasonable method of disposition of such Collateral, even though the sales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering. Notwithstanding the foregoing, should Credit Facilitator determine that, prior to any public offering of any securities contained in the Collateral, such securities should be registered under the "33 Act and/or registered or qualified under any other federal or state law, and that such registration and/or qualification is not practical, Pledgor agrees that it will be commercially reasonable if a private sale is arranged so as to avoid a public offering even if offers are solicited from fewer than four (4) investors, and even though the sales price established and/or obtained may be substantially less than the price that would be obtained pursuant to a public offering. 11.7 If Credit Facilitator shall determine to exercise its right to sell all or any of the Collateral, and if, in the opinion of counsel for Credit Facilitator, it is necessary, or if, in the opinion of Credit Facilitator, it is advisable, to have the Collateral, or the portion thereof to be sold, registered under the provisions of the "33 Act, the Pledgor agrees, at its own expense (as more fully provided in Section 11.8): (a) to execute and deliver, and to use its commercially reasonable efforts to cause Company and its directors and officers to execute and deliver all such instruments and documents, and to do or cause to be done all other such acts and things, as may be necessary or, in the opinion of the Credit Facilitator, advisable to register the Collateral, or the portion thereof to be sold, under the provisions of the "33 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 or cause to be made all amendments and supplements thereto and to the distribution or sale thereofrelated prospectus that, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule opinion of law Credit Facilitator, are necessary or statute now existing or hereafter enacted.advisable, all in conformity with the requirements of the "33 Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (b) The Collateral Agent shall give National Rural 10 days’ written notice to use its commercially reasonable efforts to cause Company to agree to make, and to make available to its security holders as soon as practicable, an earnings statement (which National Rural agrees is reasonable notice within need not be audited) covering a period of at least twelve (12) months, beginning with the meaning first month after the effective date of any such registration statement, which earnings statement will satisfy the provisions of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions11(a) of the "33 Act; (c) to use its commercially reasonable efforts to qualify the Collateral Agent’s intention under state Blue Sky or securities laws and to make obtain the approval of any governmental authorities for the sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereofas requested by Credit Facilitator; and (d) at the request of Credit Facilitator, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours to indemnify and at such place or places as hold harmless Credit Facilitator, and any underwriters (and any person controlling either off the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged CollateralCredit Facilitator, or portion thereofsuch underwriters) from and against any loss, liability, claim, damage, and expenses (and reasonable counsel fees incurred in connection therewith) under the "33 Act or otherwise insofar as such loss, liability, claim, damage, or expense arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in such registration statement or prospectus or in any preliminary prospectus or any amendment or supplement thereto, or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be sold may be sold stated or necessary to make the statements therein not misleading, such indemnification to remain operative regardless of any investigation made by or on behalf of the Credit Facilitator, or any underwriters (or any person controlling the Credit Facilitator, or such underwriters). 11.8 Expenses payable by Pledgor in one lot as an entirety or in separate parcelsconnection with any disposition under Section 11.7 shall include, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent but shall not be obligated to make limited to, all costs of a registration under the "33 Act of any Collateral or of sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementRegulation A under the "33 Act, the Control Party may bid for brokers' or purchaseunderwriters' commissions, free (to the extent permitted by law) from any right fees, or discounts, reasonable accounting and legal fees, costs of redemption, stay, valuation or appraisal on the part printing and other reasonable expenses of National Rural (all said rights being also hereby waived transfer and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

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

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, SVB may at its option and without notice or demand: Immediately make demand for all obligations owed under the Collateral Agent shallSVB Loan Agreement and/or the Revised Promissory Note and/or this Agreement. Immediately enforce all rights under this Agreement and the SVB Loan Agreement and under applicable law. Exercise any or all of its remedies under the SVB Loan Agreement, for the benefit IP Security Agreement, or the Pledge Agreement under applicable law. Enforce the Limited Guaranty and at all agreements securing the direction of the Control Party, have Limited Guaranty. Have the right to exercise enforce one or more remedies partially, successively or concurrently, and in any order it deems appropriate. SVB's enforcement of any remedy or remedies shall not estop or prevent SVB from pursuing any additional remedy or remedies that it may have hereunder or by law. Waiver and Release of SVB. In further consideration of SVB entering into this IMSI and DCDC and ArtToday and each of their past and present officers, shareholders, directors, employees, agents, successors and assigns (collectively referred to as the "IMSI Releasing Parties") hereby waive and release any and all claims, rights afforded to a secured party under the Uniform Commercial Code and defenses, causes of action and offsets of any nature whatsoever (known or other applicable law. Without limiting the generality unknown) which each of the foregoingIMSI Releasing Parties now has (or might have) against SVB, National Rural agrees that the Collateral Agent shall have the rightall of SVB's past and present officers, but only if so instructed by a the Control Party Order and subject directors, employees, agents, attorneys or representatives arising from or in any way related to the requirements of applicable law SVB Loan Agreement and all modifications, supplements and extensions thereto, all the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses advances thereunder, all documents executed in connection therewith will and SVB's actions in connection therewith. This waiver and release is not intended to release and waive, nor shall it be paidinterpreted as releasing and waiving, rights, defenses, claims, causes of actions and offsets arising from or related to sell this Agreement and the breach of any representation, warranty or otherwise dispose of all or any part covenant contained herein. 103 Each of the Pledged Collateral at a public IMSI Releasing Parties understands (a) that it is possible that unknown losses or private sale claims may exist, or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 that past known losses have been underestimated; nevertheless each of the Uniform Commercial Code or its equivalent IMSI Releasing Parties is taking this risk into account in other jurisdictions) determining the consideration it is to receive for this release through this Agreement. Consequently, each of the Collateral Agent’s intention IMSI Releasing Parties expressly waives all rights and benefits conferred by Section 1542 of the California Civil Code which provides as follows: "A general release does not extend to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on claims which the Collateral, creditor does not know or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state suspect to exist in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." The waiver and place fixed for sale, release specified above will become effective immediately upon: (i) execution and such sale may, without further notice, be made at the time and place delivery to which the same was so adjourned. In case any sale of all or any part SVB of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up Transaction Documents and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, privateii) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return completion of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsRelated Actions.

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

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

Remedies Upon Default. If an Event of (a) In the event the Entity or a Secured Party fails to cure or remedy the Default shall have occurred and be continuingwithin the time period provided in Sections 13.01 or 8.02(b), respectively, the Control Party Borough may issue a notice terminate this Agreement upon written Notice to the Entity and the Secured Party. (a “Control Party Notice b) Upon any Default in payment of Default”)any installment of the Annual Service Charge not cured within fifteen (15) days, which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party Borough in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent discretion shall have the right to assignimmediately exercise the following remedies: (1) terminate this Agreement, transfer and deliver at which time: the Improvements shall be subject to conventional taxation; or (2) exercise any other remedy available to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time Borough in the future have under any rule of law or statute now existing or hereafter enactedequity, including initiating and pursuing an action under the Tax Sale Law. (bc) The Collateral Agent No Default hereunder by the Entity shall give National Rural 10 days’ written notice automatically terminate the tax exemption (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictionsexcept as described herein and after Notice and cure as provided for herein) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in unless the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to Borough terminates this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) 13.02, its obligation to pay the Annual Service Charge and Administrative Fee, which shall continue in effect for the duration of the Uniform Commercial Code term hereof and subject to Section 13.03 hereinafter. (d) All of the remedies provided in this Agreement to the Borough, and all rights and remedies granted by law and equity shall be cumulative and concurrent and no determination of the invalidity of any provision of this Agreement shall deprive the Borough of any of its remedies or its equivalent in actions against the Entity because of the Entity’s failure to pay the Annual Service Charge, Administrative Fee, and/or any applicable water and sewer charges and interest payments. This right shall only apply to arrearages that are due and owing at the time, and the bringing of any action for the Annual Service Charge, Administrative Fee, or other jurisdictionscharges, or for breach of covenant or the resort to any other remedy herein provided for the recovery of the Annual Service Charge, Administrative Fee, or other charges shall not be construed as a waiver of the right to proceed with an In Rem Tax Foreclosure action consistent with the terms and provisions of this Agreement.

Remedies Upon Default. If an Event Upon the occurrence and during the continuation of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an any Event of Default, (i) the Administrative Agent shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and remedies with respect to the Pledged Collateral of National Rural suspended a secured party under the applicable Control Party Notice UCC and (ii) the Administrative Agent may cause all or any part of Default shall revest in National Rural. (a) Upon the Equity Interests held by it to be transferred into its name or the name of its nominee or nominees. In addition, upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to may sell or otherwise dispose of all cause the Pledged Collateral, or any part of thereof, which shall then be or shall thereafter come into the Pledged Collateral at a public Administrative Agent’s possession or private sale or custody, to be sold at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, in one or more sales or lots, at such price as the Administrative Agent may deem best, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all for cash or any part of the Pledged Collateral is made on credit or for future delivery, and the purchaser of any or all of the Pledged Collateral so sold may be retained shall thereafter hold the same absolutely, free from any claim, encumbrance or right of any kind whatsoever of any Pledgor or arising through any Pledgor. If any of the Pledged Collateral is sold by the Collateral Administrative Agent until upon credit or for future delivery, the sale price is paid by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability be liable for the failure of the purchaser to pay the same and in case any such purchaser or purchasers shall fail to take up and pay for event The Administrative Agent may resell such Pledged Collateral. Unless the Pledged Collateral so threatens to decline speedily in value or is or becomes of a type sold andon a recognized market, in case the Administrative Agent will give Pledgors reasonable notice of the time and place of any such failurepublic sale thereof, such or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral may conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be sold again upon like deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgors, as provided in Section 27 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice. At any public (or, demand or advertisement for sale is, to the extent permitted by applicable law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party waived. The Administrative Agent may, upon compliance with in its own name, or in the terms name of salea designee or nominee, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or buy at any portion thereof shall be treated as a public sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral and, if permitted by applicable law, buy at any private sale thereof. Pledgors will pay to the Administrative Agent on demand all documented out-of-pocket expenses (including court costs and the fees and charges of one counsel and one local counsel and applicable regulatory counsel in each appropriate jurisdiction) of, or incident to, the enforcement of any portion thereof subject theretoof the provisions hereof and all other charges due against the Pledged Collateral, notwithstanding including taxes, assessments or Liens upon the fact that after the Pledged Collateral and any documented out-of-pocket expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. The Administrative Agent shall have entered into such an agreement all Events apply the cash proceeds actually received from any sale or other disposition to the reasonable expenses of Default shall have been remedied retaking, holding, preparing for sale, selling and the like, to the fees and charges of one counsel and one local counsel and applicable regulatory counsel in each appropriate jurisdiction and all travel and other documented out-of-pocket expenses which may be incurred by the Administrative Agent in attempting to collect the Secured Obligations paid in full. As an alternative or to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose enforce this Pledge Agreement and to sell or in the Collateral prosecution or defense of any portion thereof pursuant to a judgment action or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant related to the provisions subject matter of this Section 4.02 shall be deemed to conform Pledge Agreement; and then to the commercially reasonable standards as provided Secured Obligations in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsmanner authorized by the Credit Agreement.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural.. CFC DOC AA001-G-Xxxxxx(SIGMUNK) 199541-6 (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 ten (10) days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 9‑611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to CFC DOC AA001-G-Xxxxxx(SIGMUNK) 199541-6 take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed court‑appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b9‑610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred At any time after the occurrence and be continuing, during the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, Lender may, without presentment, demand, protest, or further notice of any kind (all of which are hereby expressly waived) and, notwithstanding the provisions contained in any other document or instrument executed or to be executed by any Loan Party to Lender, exercise all remedies and rights of National Rural suspended provided in law or in equity or permitted under this Agreement or by the applicable Control Party Notice of Default shall revest in National Rural.UCC, including without limitation: (a) Upon the occurrence of an Event of Default8.1 Declare all Obligations, the Collateral Agent shallincluding, for the benefit and at the direction of the Control Partywithout limitation, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its loan costs and expenses and attorneys’ fees, to be immediately due and payable. Lender shall be entitled to immediately enforce payment of all Obligations by any means permitted by law or in equity. 8.2 Notify customers, account debtors or lessees of any Loan Party that Lender has a Security Interest in the accounts, rights to payment, equipment, chattel paper and general intangibles of such Loan Party and may collect them directly; Lender may settle or adjust disputes and claims directly with account debtors or payment processor companies or insurance companies for amounts and upon terms that Lender considers advisable, and in such cases, Lender will credit the Obligations under this Agreement with only the net amounts received by Lender, after deducting all reasonable expenses incurred or expended in connection therewith will be paidtherewith; 8.3 Make such payments and do such acts as Lender considers necessary or reasonable to protect its Security Interest and Collateral. Each Loan Party agrees to assemble the Collateral if Lender so requires, and to sell or otherwise dispose make the Collateral available to Lender as Lender may designate at a location which is reasonably convenient to such Loan Party and Lender. Each Loan Party authorizes Lender to enter the premises where the Collateral is located, take and maintain possession of all the Collateral, or any part of it, and to pay, purchase, contest or compromise any encumbrance, charge or Lien which in the Pledged opinion of Lender appears to be prior or superior to the Security Interest (other than the Permitted Liens) and to pay all expenses incurred in connection therewith. With respect to any of each Loan Party’s owned or leased premises, such Loan Party hereby grants Lender a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Lender’s rights or remedies; 8.4 Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Lender is hereby granted a license or other right to use, without charge, each Loan Party’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral, and such Loan Party’s rights under all licenses and franchise agreements shall inure to Lender’s benefit; 8.5 Sell the Collateral at either a public or private sale sale, or at any broker’s board both, by way of one or more contracts or transactions, for cash or on any securities exchangeterms, for cash, upon credit or for future delivery in such manner and at such places (including each Loan Party’s premises) as is commercially reasonable in the opinion of Lender. It is not necessary that the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized present at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent Lender shall not be obligated to make any sale of any Pledged the Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have having been given. The Collateral Agent may, without notice or publication, Lender may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case any ; 8.6 Give notice of the disposition of the Collateral as follows: (a) Lender shall give each Loan Party and each holder of a security interest in the Collateral a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; (b) The notice shall be personally delivered or mailed, postage prepaid, to Borrowers as provided in this Agreement, at least ten (10) calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value; 8.7 Each Loan Party agrees that Xxxxxx may obtain the appointment of a receiver or keeper to take possession of all or any part portion of the Pledged Collateral is made on credit or for future delivery, to operate same; 8.8 Any deficiency that exists after disposition of the Pledged Collateral so sold may as provided above will be retained paid immediately by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereofLoan Parties. Any excess will be promptly returned, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, subject to the extent permitted rights of third parties, and/or as provided by law, private) sale made pursuant to this Pledge AgreementBorrowers by Xxxxxx; 8.9 All payments received by Borrowers in respect of the Collateral shall be forthwith paid over to Lender in the same form as so received (with any necessary endorsement), the Control Party and may bid for be held or purchase, free (applied by Lender to the extent permitted by law) from Obligations in such order as Lender may determine; 8.10 Lender may credit bid and purchase at any public sale; 8.11 File suit for any sums owing or for damages; and 8.12 Exercise any other remedy or right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid provided in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose or permitted under this Pledge Agreement and to sell or by the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsUCC.

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

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, Section 4.1 Pre-Foreclosure Remedies. Upon the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation occurrence of an ------------------------- "Event of Default" (as defined in the Loan Agreement) Lender may exercise any of the remedies set forth in Article VI of the Loan Agreement and is authorized, prior or subsequent to the institution of any foreclosure proceedings, to enter upon the Property, or any part thereof, and to take possession of the Property and all books and records relating thereto, and to exercise without interference from Mortgagor any and all rights which Mortgagor has with respect to the management, possession, operation, protection or preservation of National Rural suspended under the applicable Control Party Notice of Default shall revest in National RuralProperty. If necessary to obtain the possession provided for above, Lender may invoke any and all remedies to dispossess Mortgagor. Section 4.2. Foreclosure ------------ (a) Upon the occurrence of an Event of Death, this Mortgage may be foreclosed as to the Mortgaged Properties, or any part thereof, in any manner permitted by applicable law. Cumulative of the foregoing and the other provisions of this Section 4.2, Lender may commence foreclosure proceedings against the property through judicial proceedings or by advertisement, at the option of Lender, pursuant to the statutes in such case made and provided, and sell the property or to cause the same to be sold at public sale, and convey the same to the purchaser in accordance with said statutes in a single parcel or in several parcels at the option of Lender. WARNING: THIS MORTGAGE CONTAINS A POWETR OF SALE AND UPON DEFAULT MAY BE FORECLOSED BY ADVERTISEMENT IN FORECLOSURE BY ADVERTISEMENT AND THE SALE OF THE PROPERTY IN CONNECTITON THEREWITH, NO HEARING IS REQUIRED AND THE ONLY NOTICE REQUIRED IS THE PUBLICATION OF NOTICE IN A LOCAL NEWSPAPER AND THE POSTING OF A COPY OF THE NOTICE ON THE PROPERTY. (b) Upon the occurrence of an Event of Default, Lender may exercise its rights of enforcement with respect to the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or similar statute in force in Michigan, or in force in any other state to the extent the same is applicable law. Without limiting the generality Cumulative of the foregoingforegoing and the other provisions of this Section 4.2: (i) Lender may enter upon the Mortgaged Properties or otherwise upon Mortgagor's premises to take possession of, National Rural agrees that assemble and collect the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject or to render it unusable; and (ii) written notice mailed to Mortgagor as provided herein at least five (5) days prior to the requirements date of applicable law and public sale of the Collateral Agent’s right (in its sole and absolute discretion) or prior to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith the date after which private sale of the Collateral will be paidmade shall constitute reasonable notice; and (iii) in the event of a foreclosure of the liens and/or security interests evidenced hereby, to sell or otherwise dispose of all the Collateral, or any part thereof, and the Mortgaged Properties, or any part thereof may, at the option of Lender, be sold, as a whole or in parts, together or separately (including, without limitation, where a portion of the Pledged Mortgaged Properties is sold, the Collateral at a public related thereto may be sold in connection therewith); and (iv) should, under this subsection, the Collateral be disposed of, other than by sale, any proceeds of such disposition shall be treated under Section 4.4 as if the same were sales proceeds. (c) To the extent permitted by applicable law, the sale by Lender hereunder of less than the whole of the Property shall not exhaust the powers of sale herein granted or private the right to judicial foreclosure, and successive sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as sales may be made until the Collateral Agent shall deem appropriate. The Collateral Agent whole of the Property shall be authorized at any sold, and, if the proceeds of such sale of securities (if it deems it advisable to do so) to restrict less than the prospective bidders or purchasers to Persons who will represent whole of the Property shall be less than the aggregate of the Obligation and agree that they are purchasing the Pledged Collateral for their own account for investment expense of conducting such sale, this Mortgage and not with a view the liens and security interests hereof shall remain in full force and effect as to the distribution unsold portion of the Property just as though no sale had been made; provided, however, that Mortgagor shall never have any right to require the sale of less than the whole of the Property. In the event any sale hereunder is not completed or is defective in the opinion of Lender, such sale thereofshall not exhaust the powers of sale hereunder or the right to judicial foreclosure, and upon consummation of any such sale the Collateral Agent Lender shall have the right to assign, transfer and deliver to the purchaser cause a subsequent sale or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is sales to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangemade. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed appointed for such sale without further notice except as may be required by law. Lender, acting under power of sale, and such may appoint or delegate any one or more persons as agent to perform any act or acts necessary or incident to any sale mayheld by it (including, without further noticelimitation, the posting of notices and the conduct of sale). Any and all statements of fact or other recitals made in any deed or deeds, or other instruments of transfer, given in connection with a sale as to nonpayment of the Obligation or as to the Occurrence of any Event of Default, or as to Lender's having declared all of the Obligation to be made due and payable, or as to the request to sell, or as to notice of time, place and terms of sale and the properties to be sold having been duly given, or as to any other act or thing having been duly done, shall be taken as prima facie evidence of the truth of the facts so stated and recited. With respect to any sale held in foreclosure of the liens and/or security interests covered hereby, it shall not be necessary for Lender, any public officer acting under execution or order of the court or any other party to have physically present or constructively in his/her or its possession, either at the time and place of or prior to which such sale, the same was so adjourned. In case any sale of all Property or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural CFC CONTR AA001-G-Farmer(SIGMUNK) 270612-8 agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 ten (10) days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the CFC CONTR AA001-G-Farmer(SIGMUNK) 270612-8 Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction FRBNY may pursue any of the Control Partyfollowing remedies, have the right separately, successively, or concurrently: (a) take possession of any Collateral not already in FRBNY’s possession, without demand and without legal process; and (b) pursue any other remedy available to exercise collect, enforce, or satisfy any and all Secured Obligations, including exercising its rights afforded to as a secured party under creditor to collect income on the Uniform Commercial Code Collateral, or other applicable law. Without limiting the generality of the foregoingto sell, National Rural agrees that the Collateral Agent shall have the rightassign, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidtransfer, to sell lease or otherwise dispose of Collateral whether or not Collateral is in FRBNY’s possession. Upon FRBNY’s demand, Citigroup and any Citigroup Affiliate Pledgor shall assemble and make the Collateral available to FRBNY as FRBNY directs. Citigroup and each Citigroup Affiliate Pledgor grants to FRBNY the right, for this purpose to enter into or on any premises where Collateral may be located. If FRBNY exercises its rights with respect to any Collateral upon an Event of Default: (a) FRBNY may sell, assign, transfer, and deliver, at FRBNY’s option, all or any part of the Pledged such Collateral at a private or public or private sale or sale, at such prices as FRBNY may, in good faith, deem best, without advertisement, and Citigroup and each Citigroup Affiliate Pledgor waives notice of the time and place of the sale, except any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as notice that is required by law and may not be waived (in which case the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and parties agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives ten (to the extent permitted by law10) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.calendar days’ prior notice is sufficient); (b) The FRBNY has no obligation to prepare Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, FRBNY may sell Collateral and disclaim any warranties without further notice, be made at adversely affecting the time and place commercial reasonableness of the sale; and (c) FRBNY has no obligation to which the same was so adjourned. In case collect from any sale third party or to marshal any assets in favor of all Citigroup or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall Citigroup Affiliate Pledgor to satisfy any Secured Obligations. FRBNY’s rights and remedies hereunder are cumulative and not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case exclusive of any such failurerights, such Pledged Collateral remedies, powers and privileges that may otherwise be sold again upon like notice. At any public (or, available to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsFRBNY.

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 ten (10) days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 9‑611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed court‑appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b9‑610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.

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

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

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

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

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

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

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

Remedies Upon Default. If Upon the occurrence and during the continuance of an Event of Default, following the giving of three (3) Business Days’ written notice to the Administrative Borrower, the Creditors Committee and the United States Trustee, unless the Bankruptcy Court determines that an Event of Default shall have has not occurred and be and/or is not continuing, the automatic stay shall automatically be terminated at the end of such three (3) Business Day period without further notice or order and, subject to the terms and conditions of the Intercreditor Agreement, the Agents and the Lenders, shall be permitted to (a) sweep any or all cash in the DIP Proceeds Controlled Account and any other account of a Loan Party subject to a Control Account Agreement to prepay the Term Loans and to pay all other Obligations of any Loan Party may issue a under the Loan Documents to the Secured Parties, (b) foreclose on all or any portion of the Collateral and collect accounts receivable and apply the proceeds thereof to the Obligations of any Loan Party under the Loan Documents, (c) occupy the Loan Parties’ premises, (d) execute going-out-of business sales and (e) otherwise exercise remedies permitted by applicable nonbankruptcy law. During such three (3) Business Day notice (a “Control Party Notice period described in the first sentence of Default”)this Section 6.02, which may the Borrowers and any Creditors’ Committee shall be combined entitled to an emergency hearing with the notice provided under Section 4.01(b), suspending Bankruptcy Court for the rights sole purpose of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as contesting whether an Event of Default has occurred and and/or is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation Upon the occurrence and during the continuance of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at upon the direction of the Control PartyRequired Lenders, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent Borrowers shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private pursue an immediate sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice(including, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such salewithout limitation, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretionCanadian Refractive Centers) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 363 of the Bankruptcy Code, in a manner satisfactory to the Required Lenders, proceeds of which shall be deemed used to conform pay the Obligations of any Loan Party under the Loan Documents to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsSecured Parties.

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

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

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

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

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

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) During the continuance of one or more Events of Default other than those referred to in Sections 8(j) or (k), and in addition to the remedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement, Lender may immediately declare the principal amount of the Loan then outstanding under the Note to be immediately due and payable, together with all interest thereon and fees and expenses accruing under this Loan Agreement. Upon the occurrence of an Event of Default referred to in Sections 8(j) or (k), and in addition to the remedies provided in Section 4.07 hereof and otherwise provided in this Loan Agreement, such amounts shall immediately and automatically become due and payable without any further action by any Person. Upon such declaration or such automatic acceleration, the balance then outstanding on the Note shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by Borrower to the fullest extent permitted by law. (b) During the continuance of one or more Events of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject in addition to the requirements of applicable law remedies provided in Section 4.07 hereof and the Collateral Agent’s right (otherwise provided in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidthis Loan Agreement, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Lender shall have the right to assign, transfer obtain physical possession of all Servicing Records and deliver all other files of Borrower relating to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (all documents relating to the extent permitted by law) all rights of redemption, stay and appraisal Collateral which National Rural now has are then or may at any time thereafter come in to the future have under any rule possession of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all Borrower or any part of the Pledged Collateral is made on credit or third party acting for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur Borrower (other than any liability in case any custodian holding such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made documents pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain the Co-Lender Agreement or the Participation Agreement relating to the Asset) and dispose of Borrower shall deliver to Lender such property without further accountability to Pledged Collateral thereforassignments as Lender shall request. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof Borrower shall be treated as responsible for paying any fees of any servicer resulting from the termination of Borrower’s servicer due to an Event of Default. Lender shall have the right to demand transfer of all servicing rights and obligations to a sale thereof; the Collateral Agent new servicer acceptable to Lender. Lender shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return specific performance of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events material agreements of Default shall have been remedied and the Obligations paid Borrower contained in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsLoan Agreement.

Remedies Upon Default. (a) If an Event of Default shall have occurred and be continuing, occurs with respect to a party (the Control Party may issue a notice (a “Control Party Notice of DefaultDefaulting Party”), which the other party (the “Non-Defaulting Party”) may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting , at any time, terminate this Agreement upon written notice to the Control Party’s rights Defaulting Party setting forth the effective date of termination (the “Early Termination Date”). If this Agreement is terminated pursuant to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of DefaultSection, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to Non-Defaulting Party will in good faith calculate a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law termination payment as set forth below and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose Defaulting Party shall pay such amount following receipt of all or any part notice of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery such amounts as the Collateral Agent shall deem appropriateprovided herein. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent parties acknowledge and agree that they are purchasing the Pledged Collateral for their own account for investment and not with any termination payment hereunder constitutes a view to the distribution reasonable approximation of harm or sale thereofloss, and upon consummation of is not a penalty or punitive in any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedrespect. (b) The Collateral Agent shall give National Rural 10 days’ written notice If you terminate this Agreement, in whole or in part, upon our default, we will pay you the following early termination payment: [Market Value plus Costs] minus Contract Value, so long as the Market Value plus Costs is greater than the Contract Value. (which National Rural agrees c) If we terminate this Agreement, in whole or in part, upon your default or you terminate this Agreement, in whole or in part, as permitted hereunder, you will pay us, except as set forth in Section 16, the following early termination payment: [Contract Value plus Costs] minus Market Value, so long as the Contract Value plus Costs is reasonable notice within greater than the meaning Market Value. (d) For purposes of Section 9this Section, “Contract Value” means the contract price for the Remaining Anticipated Usage. “Market Value” means the amount, as determined by the Non-611 Defaulting Party as of the Uniform Commercial Code Early Termination Date, a bona fide third party would pay for the Remaining Anticipated Usage at current market prices. In determining “Market Value”, the Non-Defaulting Party may consider, among other things, quotations from leading dealers in the wholesale energy industry, the Non-Defaulting Party’s internally developed forward price valuations, and other bona fide offers from either third parties or its equivalent in other jurisdictions) affiliates of the Collateral Agent’s intention Non-Defaulting Party, all as commercially available to make any sale the Non-Defaulting Party and adjusted for the length of Pledged Collateral. Such noticethe Remaining Term and differences in transmissions costs, in the case of a public salevolume, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcelsother factors, as the Collateral Agent may (in its sole Non-Defaulting Party reasonably determines. “Costs” mean brokerage fees, commissions and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do soother similar transaction costs and expenses reasonably incurred by, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future deliverybehalf of, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser Non-Defaulting Party in arranging for alternative sources of electricity, or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.in

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

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shallLender may exercise, for in addition to any other rights and remedies provided herein, under other contracts and under Law, all the benefit rights and at the direction remedies of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable lawCode. Without limiting the generality of the foregoing, National Rural agrees that upon the occurrence and during the continuance of an Event of Default, (i) at the request of the Lender, each Grantor shall, at its cost and expense, assemble the Collateral Agent shall have owned or used by it as directed by the right, but only if so instructed by a Lender; (ii) the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Lender shall have the right (but not the obligation) to assign, transfer notify any account debtors and deliver any obligors under Instruments or Accounts to make payments directly to the Lender and to enforce the Grantors’ rights against account debtors and obligors; (iii) the Lender may (but is not obligated to), without notice except as provided below, sell the Collateral at public or private sale, on such terms as the Lender deems to be commercially reasonable; (iv) the Lender may (but is not obligated to) direct any financial intermediary or any other Person holding Investment Property to transfer the same to the Lender or its designee; and (v) the Lender may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Grantor at the United States Patent and Trademark Office and/or Copyright Office into the name of the Lender or any designee or any purchaser or purchasers thereof the Pledged Collateral so soldof any Collateral. Each such purchaser Grantor agrees that ten (10) days notice of any sale referred to in clause (iii) above shall constitute sufficient notice. The Lender may purchase Collateral at any sale of Pledged Collateral such sale. The Grantors shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (remain liable to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at Lender for any time in the future have under any rule of law or statute now existing or hereafter enacteddeficiency amount. (b) The Lender may comply with any applicable Law in connection with a disposition of Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within and such compliance will not be considered adversely to affect the meaning commercial reasonableness of Section 9-611 any sale of the Uniform Commercial Code or its equivalent in other jurisdictions) Collateral. The Lender may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Lender sells any of the Collateral Agent’s intention to make on credit, the Borrowers will only be credited with payments actually made by the purchaser. The Lender may purchase Collateral at any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At In addition, each Grantor waives any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Lender’s rights and remedies hereunder, including, without limitation, its right during the continuance of an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto. (c) For the purpose of enabling the Lender to further exercise rights and remedies under this Section 5 or elsewhere provided by agreement or applicable Law, each Grantor hereby grants to the Lender an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such saleGrantor) to use, license or sublicense during the Pledged Collateralexistence of an Event of Default, any Intellectual Property now owned or portion thereofhereafter acquired by such Grantor (with respect to trademarks, subject to be sold reasonable quality control in favor of such Grantor), and wherever the same may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may located (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, only to the extent permitted by lawthat such Grantor has the right to grant such license and subject to the terms of any agreement to which such Grantor is a party or otherwise bound (but only for so long as such terms or restrictions are in effect)), private) sale made and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software used for the compilation or printout thereof. For the avoidance of doubt, the license granted to the Lender pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make Section 5 shall terminate upon full payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral Obligations (other than contingent indemnification obligations so long as no claim or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have demand for indemnification then exists or has then been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsmade).

Remedies Upon Default. If an Event of Default shall have occurred and be continuing, the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon The parties acknowledge that the Promissory Note is a non-recourse obligation as to Bryax X. Xxxxxx, xxd that it is the intent and agreement of the parties that transfer of ownership of all of the Pledged Securities to Secured Party shall be made upon the occurrence of an Event of DefaultDefault hereunder. It is the intent of the parties that Secured Party's receipt of full ownership of such Pledged Securities by Secured Party upon the occurrence of an Event of Default hereunder shall constitute full satisfaction of the Indebtedness and shall be Secured Party's sole remedy, except as otherwise provided herein. (b) Upon the occurrence and continuance of an Event of Default hereunder, and the acceleration of the principal balance of the Promissory Note and all amounts payable thereunder, the Collateral Agent shallSecured Party shall be entitled to exercise the following rights, for the benefit and at the direction which Bryax X. Xxxxxx xxx Voting Trustee hereby agree to be commercially reasonable: (i) To transfer ownership of all of the Control Collateral (including without limitation the Pledged Securities) to Secured Party, and into Secured Party's name, it being acknowledged and agreed that Secured Party shall thereafter have good and marketable title to, and all beneficial ownership of, the right Collateral, the legal ownership of which shall be in the Voting Trustee under the terms of the Voting Trust Agreement (and the legal ownership of which shall be in Secured Party in the event of the termination of the Voting Trust Agreement). (c) Upon transfer of ownership of the Collateral to Secured Party pursuant to Section 9(b)(i), Voting Trustee shall issue a voting trust certificate to Secured Party which reflects the ownership of the Pledged Stock in Secured Party. (d) Secured Party shall comply with Section 1309.48(B) of the Uniform Commercial Code in the exercise of his remedy herein. Bryax X. Xxxxxx xxx Voting Trustee covenant and agree that they will not object to the Secured Party's proposal to retain the (e) If any objections are received by Secured Party under Section 1309.48(B), or if the terms and conditions hereunder with respect to Secured Party's retention of the Collateral as his sole remedy are determined to be invalid or unenforceable for any reason, then the Secured Party shall dispose of the Collateral under Section 1309.47 of the Uniform Commercial Code, and Secured Party, in addition thereto, shall be entitled to exercise any all of the rights, powers and all rights afforded to remedies of a secured party Secured Party under the Uniform Commercial Code or other applicable law. Without limiting for the generality protection and enforcement of his rights in respect of the foregoingCollateral, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will Secured Party shall be paidentitled, without limitation, to exercise the following rights, which Bryax X. Xxxxxx xxx Voting Trustee hereby agree to be commercially reasonable: (i) To sell or otherwise dispose of all the Collateral, or any part of the Pledged Collateral thereof, at a any public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 9(e)(i), the Control Secured Party may bid for or purchase, free purchase the Collateral (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), including without limitation the Pledged Collateral Securities) or any part thereof offered for sale and may make payment on account thereof therefor by using any claim then due and payable to the Control Secured Party from National Rural Bryax X. Xxxxxx (xxcluding without limitation the Indebtedness) as a credit against the purchase price, and the Control . Secured Party may, upon compliance with the terms of sale, hold, retain retain, and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in fullaccountability. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Secured Party may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral Collateral, or any portion thereof thereof, pursuant to a judgment or order or decree of a court or courts having of competent jurisdiction jurisdiction. (ii) Bryax X. Xxxxxx xxx Voting Trustee recognize that Secured Party may be unable to effect a public sale of all or pursuant part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Act"), and other applicable state and federal securities laws, and authorize Secured Party to resort to one or more private sales to a proceeding by responsible restricted group of bidders and purchasers who will be obligated to agree, among other things, to acquire all or a court-appointed receiverpart of the Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Any sale pursuant If Secured Party deems it advisable to do so for the foregoing or for other reasons, Secured Party is authorized to limit the prospective bidders on or purchasers of any of the Collateral to such a restricted group of purchasers and may cause to be placed on certificates for any or all of the Collateral a legend to the effect that such security has not been registered under the Act and may not be disposed of in violation of the provisions of this Section 4.02 shall said Act, and to impose such other limitations or conditions in connection with such sale, as Secured Party deems necessary or advisable in order to comply with said Act or any other securities or other laws. If any consent, approval, or authorization of any federal, state, municipal or other governmental department, agency or authority should be deemed necessary to conform effectuate any sale or other disposition of the Collateral, or any partial sale or other disposition of the Collateral, Bryax X. Xxxxxx xxx Voting Trustee will execute all applications and other instruments as may be required in connection with securing any such consent, approval or authorization and will otherwise use their best efforts to secure same. (iii) If in the opinion of counsel to Secured Party it is advisable to have the Collateral or the portion thereof to be sold registered under the provisions of the Act, Bryax X. Xxxxxx xxx Voting Trustee hereby agree (1) to execute and deliver, and to use their best efforts to cause Corporation and its directors and officers 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 the Collateral or the portion thereof to be sold, under the provisions of the 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 or cause to be made all amendments and supplements thereto and to the commercially reasonable standards as provided related prospectus, which, in Section 9-610(b) the opinion of Secured Party, are necessary or advisable, all in conformity with the requirements of the Uniform Commercial Code Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, (2) to use their best efforts to qualify the Collateral under state Blue Sky or its equivalent securities laws and to obtain the approval of any governmental authorities for the public sale of the Collateral, including all necessary gaming authorities' approvals, as requested by Secured Party, and (3) at the request of Secured Party, to indemnify and hold harmless Secured Party and the holder or holders of the Indebtedness, from and against any loss, liability, claim, damage and expense, including reasonable attorneys' fees incurred in other jurisdictionsconnection therewith, under the Act or otherwise insofar as such loss, liability, claim, damage or expense arises out of or is based upon any actual or alleged untrue statement of a material fact contained in such registration statement or supplement thereto, or arises out of or is based upon any omission or alleged omission to state therein a material fact required to be stated or necessary to make the statements therein not misleading. Bryax X. Xxxxxx xxxll pay for all costs and expenses incurred in connection with the registration of the Collateral under the Act.

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

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, during the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, all rights each Loan Party agrees to deliver each item of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, Collateral to the Collateral Agent shallon demand, and it is agreed that the Collateral Agent shall have the right, with or without legal process and with or without prior notice or demand for performance (but subject to Section 9-609 of the New York UCC), to take possession of the Article 9 Collateral and without liability for trespass to enter any premises where the Article 9 Collateral may be located for the benefit and at purpose of taking possession of or removing the direction of the Control PartyArticle 9 Collateral and, have the right generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural each Loan Party agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the mandatory requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidlaw, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralany Loan Party, and National Rural each Loan Party hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural such Loan Party now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) . The Collateral Agent shall give National Rural the applicable Loan Parties 10 days’ written notice (which National Rural each Loan Party agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions.so

Remedies Upon Default. If an Event Assignor is in Default of Default shall have occurred and be continuing, any of the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined Secured Obligations in accordance with the notice provided under Section 4.01(b)terms thereof, suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving Lender or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02PNW, upon cessation of an Event of Default, all rights of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, National Rural agrees that the Collateral Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereofcase may be, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver direct APS in writing to pay the purchaser 25% Coal Accounts Receivable Interest directly to Lender or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcelsPNW, as the Collateral Agent case may (be, until such time as the Default has been cured or until the Secured Obligations are satisfied in its sole full. If there is a Default with respect to Secured Obligations owed to both Lender and absolute discretion) determinePNW, then they shall issue a joint written direction to APS, and the 25% Coal Accounts Receivable Interest shall be paid by APS to Assignees in the proportion set forth in the joint written direction. The Collateral Agent APS shall be entitled to rely on any direction issued by Lender pursuant to this Section 3 without liability to Assignor, and Assignor hereby irrevocably authorizes APS to rely upon and comply with any written direction or demand by Lender or PNW for payment of the 25% Coal Accounts Receivable Interest to either or both of them. Assignees shall not be obligated required to make prove or otherwise establish for the benefit of APS the existence of a Default giving rise to rights under this Assignment, and APS is hereby authorized to rely upon the written statement of Lender and/or PNW with respect to the existence of such a Default. Without in any sale of any Pledged Collateral if it shall determine not to do so, regardless way limiting the effectiveness of the fact that notice aforesaid authorization, if, during the existence of sale of such Pledged Collateral a Default giving rise to rights under this Assignment, Assignor shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of receive all or any part portion of the Pledged Collateral 25% Coal Accounts Receivable Interest that is made on credit or for future deliveryreceivable by Lender and/or PNW under this Assignment, Assignor will hold the Pledged Collateral so sold may be retained by same in trust and will remit the Collateral Agent until the sale price is paid by the purchaser or purchasers thereofsame immediately to Lender and/or PNW, but the Collateral Agent shall not incur any liability in case as applicable. So long as any such purchaser or purchasers Default is continuing, Assignees shall fail to take up and pay for the Pledged Collateral so sold andhave, in case of any such failureaddition, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge Agreement, the Control Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree rights of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to secured creditor after Default respecting the provisions of this Section 4.02 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictions25% Coal Accounts Receivable Interest.

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

Remedies Upon Default. If an Event of Default shall have occurred (a) Upon the occurrence and be continuing, during the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuance of an Event of Default, each Grantor agrees to deliver all rights or any item of National Rural suspended under Collateral to the applicable Control Party Notice Administrative Agent on demand, and it is agreed that the Administrative Agent shall have the right, with or without legal process and with or without prior notice or demand for performance, to take possession of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, and without liability for trespass to enter any premises where the Collateral may be located for the benefit and at purpose of taking possession of or removing the direction of the Control PartyCollateral and, have the right generally with respect to all Collateral, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code UCC or other applicable lawLaw. Without limiting the generality of the foregoing, National Rural each Grantor agrees that the Collateral Administrative Agent shall have the right, but only if so instructed by a the Control Party Order and subject to the requirements of applicable law and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paid, to sell or otherwise dispose of all or any part of the Pledged Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale of Collateral the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of National Ruralany Grantor, and National Rural each Grantor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay stay, valuation and appraisal which National Rural that such Grantor now has or may at any time in the future have under any rule of law Law or statute now existing or hereafter enacted. (b) The Collateral Administrative Agent shall give National Rural the Grantors 10 days’ written notice (which National Rural each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Pledge AgreementSection 5.01, the Control any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of National Rural any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase price, and the Control such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral any Grantor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and National Rural no Grantor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.02 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code UCC or its equivalent in other jurisdictions. (c) Notwithstanding anything to the contrary contained in this Agreement, if any enforceable term of any promissory note, contract, agreement, permit, lease, license or other General Intangible included as a part of the Collateral requires the consent of the Person obligated on such promissory note or any Person (other than the applicable Grantor) obligated on such lease, contract or agreement, or which has issued such permit or license or other General Intangible (i) for the creation, attachment or perfection of the Lien of this Agreement in such Collateral or (ii) for the assignment or transfer thereof or the creation, attachment or perfection of such Lien not to give rise to a default, breach, right of recoupment, claim, defense, termination, right of termination or other remedy thereunder, then the receipt of any such necessary consent shall be a condition to any exercise of remedies against such Collateral under this Section 5.01 (but not to the creation, attachment or perfection of the Lien of this Agreement as provided herein).

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

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

Remedies Upon Default. If an Event of Default shall have occurred Upon the occurrence and be continuing, during the Control Party may issue a notice (a “Control Party Notice of Default”), which may be combined with the notice provided under Section 4.01(b), suspending the rights of National Rural under Section 2.08 in part without suspending all such rights (as specified by the Control Party in its sole and absolute discretion) without waiving or otherwise affecting the Control Party’s rights to give additional Control Party Notices of Default from time to time suspending other rights under Section 2.08 so long as an Event of Default has occurred and is continuing. Subject to paragraph (b) of this Section 4.02, upon cessation continuation of an Event of Default, (i) Bank may refuse to make additional Advances, and (ii) Bank may terminate this Agreement, declare all sums now or hereafter owed by Borrower to Bank to be immediately due and payable, charge Borrower's DDA Account and Restricted Account for any or all sums due and owing to Bank, and exercise all rights and remedies upon default, in foreclosure and otherwise, of National Rural suspended under the applicable Control Party Notice of Default shall revest in National Rural. (a) Upon the occurrence of an Event of Default, the Collateral Agent shall, for the benefit and at the direction of the Control Party, have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or and other applicable law. Without limiting , in addition to the generality rights and remedies provided herein or in any other instrument or paper executed by Borrower to the extent allowed by applicable law, including, at its option and in its sole discretion, until all sums now or hereafter owed to Bank are paid in full, the right or rights to: 9.02.01 Communicate with and notify the mortgagors under the Mortgage Loans comprising the Collateral of Borrower's assignments hereunder, and note any such assignment on Borrower's records; 9.02.02 Take over the exclusive right to collect the Collateral at the sole expense of the foregoingBorrower, National Rural agrees that the without any obligation to preserve rights against third parties. For any acts done or not done incident to such collection or liquidation, neither Bank nor Collateral Agent Custodian shall be liable in any manner. Bank and Collateral Custodian shall have the rightright to settle, but only if so instructed by a compromise, or adjust Collateral and the Control Party Order claims or rights of Borrower thereunder and subject accept return of the real estate involved, and in turn sell and dispose of all said real estate without notice to or approval of Borrower. Bank may employ agents and attorneys to collect or liquidate any Collateral, and Bank shall not be liable for such Collateral or defaults of any such agents and attorneys except in the case of gross negligence or wilful misconduct; 9.02.03 To effect collection of the Loan, take possession of and open any mail addressed to Borrower whether on Borrower's premises or elsewhere and to remove, collect, and apply all payments therein contained and as attorney in fact for Borrower, sign the Borrower's name to any receipts, checks, notes, agreements, assignments or other instruments or letters, in order to collect, sell or liquidate the Collateral. This power shall be irrevocable; 9.02.04 Require Borrower to assemble all books and records of account relating to the requirements Collateral and make them available to Bank or Collateral Custodian at its office herein set forth or such other place as may be designated by Bank or Collateral Custodian; 9.02.05 Enter the office of applicable law Borrower and take possession of any of the Collateral including any records that pertain to the Collateral; 9.02.06 Undertake to service any one or more of the Mortgage Loans comprising the Collateral and upon the happening of such, Borrower shall transfer to Bank or Collateral Custodian all escrow funds, records, and any other documents relating to any such Mortgage Loans then held by it; 9.02.07 Rescind any acceleration of the maturity of the Loan previously declared (but the tender and acceptance of partial payments of the Loan shall not rescind or affect in any way any such acceleration of maturity); 9.02.08 Institute legal proceedings to foreclose upon and against the lien and security interest granted by this Agreement and the Collateral Agent’s right (in its sole and absolute discretion) to receive indemnification or other reasonable assurances that its costs and expenses in connection therewith will be paidSecurity Agreement, to sell recover judgment for all amounts then due and owing on the Loan, and to collect the same out of any of the Collateral or otherwise dispose the proceeds of any sale thereof; 9.02.09 Institute legal proceedings for the sale, under the judgment of decree of any court of competent jurisdiction, of any or all of the Collateral; 9.02.10 Personally or by agents, attorneys, or appointment of a receiver enter upon any premises where the Collateral or any part of it may then be located, and take possession of all or any part of it and/or render it unusable; and without being responsible for loss or damage to such Collateral, (a) hold, store, and keep idle, or lease, operate, remove or otherwise use or permit the Pledged use of the Collateral at a public or private sale or at any broker’s board or on any securities exchangepart of it, for cashthat time and upon those terms as Bank, upon credit or in its sole discretion, deems to be in its own best interest, and demand, collect and retain all resulting earnings and other sums due and to become due from any party, accounting only for future delivery as net earnings, if any (unless the Collateral Agent shall deem appropriate. The Collateral Agent shall is retained in satisfaction of the Loan, in which case no accounting will be authorized at any such sale necessary), arising from that use (which net earnings may be applied against the amounts outstanding on the Loan) and charging against all receipts from the use of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right or from its sale, by court proceeds or pursuant to assignsubsection (b) below, transfer all other costs, expenses charges, damages and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any sale of Pledged Collateral shall hold the property sold absolutely, free other losses resulting from any claim or right on the part of National Rural, and National Rural hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which National Rural now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.that use; and/or (b) The Collateral Agent shall give National Rural 10 days’ written notice (which National Rural agrees is reasonable notice within the meaning of Section 9-611 of the Uniform Commercial Code sell, lease, dispose of, or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is cause to be made and the day on which the Collateralsold, leased or portion thereofdisposed of, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made at one or more public or private sales, leasings or other dispositions, at places and times and on credit terms and conditions as Bank may deem fit, without any previous demand or for future deliveryadvertisement; and except as provided in this Agreement and the Security Agreement, all notice of sale, lease or other disposition, and advertisement, and other notice or demand, any right or equity of redemption, and any obligation of a prospective purchaser or lessee to inquire as to the Pledged Collateral so sold may be retained by power and authority of Bank to sell, lease or otherwise dispose of the Collateral Agent until or as to the application by Bank of the proceeds of sale price is paid or otherwise, which would otherwise be required by, or available to Borrower under, applicable law are expressly waived by Borrower to the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like noticefullest extent permitted. At any sale pursuant to or permitted by this Section 9.02, whether under the power of sale, by virtue of judicial proceedings or otherwise, it shall not be necessary for Bank, Collateral Custodian or a public (orofficer under order of a court to have present physical or constructive possession of the Collateral to be sold. The recitals contained in any conveyances and receipts made and given by Bank, Collateral Custodian or the public officer to any purchaser at any sale made pursuant to this Agreement shall, to the extent permitted by applicable law, private) conclusively establish the truth and accuracy of the matters stated with regard to the Loan or the conduct of sale made pursuant (including, without limit, as to this Pledge Agreementthe amounts of the principal of and interest on the Loan, the Control Party may bid for or purchase, free (accrual and nonpayment of it and advertisement and conduct of the sale); and all prerequisites to the extent permitted by law) from sale shall be presumed to have been satisfied and performed. Upon any right sale of redemptionany of the Collateral, stay, valuation the receipt of the officer making the sale under judicial proceedings or appraisal on the part that of National Rural (all said rights being also hereby waived and released Bank or Collateral Custodian shall be sufficient discharge to the extent permitted by law), the Pledged Collateral or any part thereof offered purchaser for sale and may make payment on account thereof by using any claim then due and payable to the Control Party from National Rural as a credit against the purchase pricemoney, and the Control Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and National Rural purchaser shall not be entitled obligated to see to the return application of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receivermoney. Any sale pursuant to of any of the provisions of Collateral under this Section 4.02 Agreement or the Security Agreement shall be deemed a perpetual bar against Borrower with respect to conform to the commercially reasonable standards as provided in Section 9-610(b) of the Uniform Commercial Code or its equivalent in other jurisdictionsthat Collateral.