Common use of Remedies Upon Event of Default Clause in Contracts

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral 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 Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective 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 Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Trustee may exercise in respect of the Collateralexercise, in addition to any all other rights and remedies provided for herein given by law or otherwise available to itby this Agreement or the Indenture, all of the rights and remedies with respect to the Collateral of a secured party upon default under the Uniform Commercial Code (whether or not the Code applies as in effect from time to the affected Collateral), time in any relevant jurisdiction and also may (i) take absolute control of the Collateralmay, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (iii) without notice except as specified below and without below, (i) sell, redeem or liquidate any obligation to prepare of the Collateral, (ii) transfer any or process all of the Collateral for saleto any account designated by the Trustee, including an account or accounts established in the Trustee’s name, (Aiii) register title to any Collateral in any name specified by the Trustee, including the name of the Trustee or any of its nominees or agents, without reference to any interest of the Grantor, or (iv) sell the Collateral or any part thereof in one or more parcels at any broker’s board or at public or private sale, in one or more sales or lots, at any of the Collateral AgentTrustee’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 Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent Trustee may deem commercially reasonable. Each The Grantor agrees that the Collateral is of a type customarily sold on recognized markets and, accordingly, that no notice to any Person is required before any sale of any of the Collateral pursuant to the terms of this Agreement; provided, however that, without prejudice to the foregoing, to the extent notice of any such sale or any other disposition of its respective Collateral shall be required by law, the Grantor agrees that at least ten (10) days’ notice to any the Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent Trustee shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives The purchaser of any claims against or all Collateral so sold shall thereafter hold the same absolutely free from any claim, encumbrance or right of any kind whatsoever created by or through the Grantor. Any sale of the Collateral Agent and conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Buyers arising by reason Collateral shall be deemed to be commercially reasonable. The Trustee or any Holder of Notes may, in its own name or in the name of a designee or nominee, buy any of the fact that the price Collateral at which its respective Collateral may have been sold at a private sale was less than the price which might have been obtained at a any public sale or was less than the aggregate amount of the Obligationsand, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral permitted 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent mayapplicable law, at any time private sale. All expenses (including court costs and from time to time after reasonable attorneys’ fees, expenses and during disbursements) of, or incident to, the continuance enforcement of an Event of Default, upon 10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Propertyprovisions hereof shall be recoverable from the proceeds of the sale or other disposition of the Collateral. If there are insufficient Pledged Securities together with proceeds of Pledged Securities and other Collateral in the Pledge Account to make any required payment on the Secured Obligations, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent Grantor shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, pursuant be liable 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 such Grantor, one or more instruments of assignment of the Intellectual Property (or Trustee for any application or registration thereof), in form suitable for filing, recording or registration in any countrydeficiency. (b) Any All cash held by the Collateral Agent as Collateral and all Cash Proceeds proceeds received by or on behalf of the Collateral Agent Trustee in respect of any sale of or of, collection from, or other realization upon, upon all or any part of the Collateral shall may, following the payment of the reasonable fees and expenses of the Trustee, be held by the Trustee (or by the Pledged Securities Intermediary on its behalf) as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent Trustee pursuant to Section 8 hereof14) in whole or in part by the Collateral Agent against, all or any part Trustee as provided in clause SECOND of Section 4.13 of the Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase AgreementsIndenture. Any surplus of such cash or Cash Proceeds cash proceeds held by or on behalf of the Collateral Agent Trustee and remaining after the indefeasible payment in full in cash of all of the Secured Obligations shall be paid over to whomsoever shall be lawfully entitled to receive as provided in clause THIRD of Section 4.13 of the same or as a court of competent jurisdiction shall directIndenture. (c) In The Trustee may, without notice to the event that Grantor except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the proceeds of Secured Obligations against the Pledge Account or any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiencypart thereof. (d) Each The Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, further agrees to use its commercially reasonable efforts to do or federal law requirements in connection with a disposition of the Collateral, cause to be done all such compliance will not adversely affect the commercial reasonableness of any other acts as may be necessary to make such sale or other disposition sales of the Collateral. (e) 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 Obligations all or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all portion of the Collateral Agent’s rights hereunder pursuant to this Section 13 valid and binding and in compliance with any and all other applicable requirements of law. The Grantor further agrees that a breach of any of the covenants contained in this Section 13 will cause irreparable injury to the Trustee and the Holders of the Notes, that the Trustee and the Holders of the Notes have no adequate remedy at law in respect of such collateral security breach and, as a consequence, that each and other assurances of payment every covenant contained in this Section 13 shall be cumulative and in addition to all other rights, however existing or arising. To specifically enforceable against the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 fullest extent that it lawfully maypermitted by law, each the Grantor hereby irrevocably waives the benefits and agrees not to assert any defenses against an action for specific performance of all such lawscovenants except for a defense that no Event of Default has occurred and is continuing.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral , the Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 13 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or satisfactory. Any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (A) to restrict the prospective bidders on or purchasers of any of the Pledged Stock to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Stock, (B) lease, license to cause to be placed on certificates for any or dispose all of the Collateral Pledged Stock or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (C) to impose such other limitations or conditions in connection with any such sale as the Agent deems necessary or advisable in order to comply with said Act or any part thereof upon other law. The Borrower will execute and deliver such terms documents and take such other action as the Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower which may be waived, and the Borrower, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 9 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of any public a sale at a broker's board or on a securities exchange, state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Agent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, all or but the Agent shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default shall have occurred and be continuing: (a) The , the Collateral Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral)UCC and, and also may (i) take absolute control of the Collateralin addition, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under lawmay, without obligation to resort to other security under any Grantor other Security Documents or to recourse against any other guarantor (including without limitation the Subsidiary), surety or other person liable, and without being required to give any notice, except as herein provided or as may be required by mandatory provisions of applicable law, (a) apply the cash, if any, then held by it as Collateral as specified in respect of such occupationSection 12, and (iiib) without notice except as specified below and without any obligation if there shall be no such cash or if such cash shall be insufficient to prepare or process pay all the Collateral for saleSecured Obligations in full, (A) sell the Collateral or any part parts thereof in one or more parcels at public or private sale, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Agent, acting reasonably, may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationsatisfactory. The Collateral Agent shall not or any other Secured Party may be obligated to make the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations at any private sale) and thereafter hold the same, absolutely, free from any equity or right of redemption, or other disposition right or claim of whatsoever kind. (b) Notwithstanding anything to the contrary contained herein or any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforother Loan Document, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against neither the Collateral Agent nor any Secured Party shall, without first obtaining approval of a Governmental Authority, take any action pursuant to this Pledge Agreement or any other Loan Document which would constitute or result in an assignment of any License held by the Pledgor or any of its Subsidiaries, or which would constitute a transfer of control of any Subsidiary that holds a License (including without limitation, any voting of the Pledged Stock), if such assignment or transfer would require, under the existing applicable law, the prior approval of such Governmental Authority. The Pledgor agrees to take, and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral Pledgor agrees to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale cause each of its respective Collateral by the Collateral Agent shall be made without warrantySubsidiaries to take, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective each case upon the occurrence and during the continuance of an Event of Default), execute any action that the Collateral Agent may reasonably request in order to obtain from any Governmental Authority such approval as may be necessary to enable the Collateral Agent to transfer the Pledged Securities pursuant to this Pledge Agreement, the Loan Documents and deliver each other agreement, instrument and document delivered to the Collateral Agent in connection herewith and therewith, including specifically, at the expense of the Pledgor, the use of the Pledgor's and each of its Subsidiaries' commercially reasonable efforts to assist in obtaining approval of such Governmental Authority for any action or transaction contemplated by this Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with such Governmental Authority, the assignor's or transferor's portion of any application or applications for consent to the transfer of any Pledged Securities necessary or appropriate under the rules and regulations of such Governmental Authority for approval of any sale or sales of any of the Collateral by or on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property (Collateral Agent or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held assumption by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent of voting rights relating thereto effected in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) by the Collateral Agent against, all or any part of the Obligations in such order as the Collateral Agent shall elect, consistent accordance with the provisions terms of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall directthis Agreement. (c) 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 Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. (a) If any an Event of Default shall have occurred and be continuing: , the Administrative Agent may, upon five Business Days’ notice to the Borrowers’ Agent, exercise (aor cause its sub-agents to exercise) The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the remedies available to it (or to such sub-agents) under the Collateral Documents. (b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Administrative Agent may, upon five Business Days’ notice to the Borrowers’ Agent, exercise on behalf of the Secured Parties all the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) with respect to any Personal Property Collateral and, in addition, the Administrative Agent may, upon five Business Days’ notice (which notice shall state the time, date 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) 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Borrowers’ Agent and make it available subject to the 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 rights and remedies hereunder or under mandatory provisions of law, without obligation to any Grantor in respect sell or otherwise dispose of such occupation, and (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 exchange, broker’s board or at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Administrative Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral; provided that any such public sale shall be held at such time or times within ordinary business hours. Each Grantor agrees thatTo the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Administrative Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, held at such time or times within ordinary business hours, to use and apply all or any part of the extent notice Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. (c) Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or any other disposition under a judicial proceeding), the receipt of its respective Collateral the Administrative Agent or of the officer making the sale shall be required by law, at least ten (10) days’ notice a sufficient discharge to any Grantor the purchaser or purchasers of the time Collateral so sold and place of any public sale such purchaser or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obliged to make any sale or other disposition of any Collateral regardless of notice of sale having been given. . (d) The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each . (e) To the maximum extent permitted by law, each Grantor hereby waives any claims claim against the Collateral Agent and the Buyers any Secured Party arising by reason of the fact that because the price at which its respective any Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Collateral Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Administrative Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above doing so shall not be considered adversely to affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 countryother disposition. (bf) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of In case any sale of or collection from, or other realization upon, all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall be applied (after payment not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any amounts payable such failure, such Collateral may be sold again, subject to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent same rights and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall directduties set forth herein. (cg) In the event that the proceeds Notice of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of shall be given to the Collateralrelevant Grantor(s) as (and if) required by Section 11. (eh) The Collateral For the purpose of enabling the Administrative Agent shall not be required to marshal any present or future collateral security (including, but not limited to, exercise rights and remedies under 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 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 mayAgreement, each Grantor hereby agrees that it will not invoke any law relating grants to the marshaling Administrative Agent, automatically upon the notice by the Administrative Agent of collateral which might cause delay in the exercise of remedies to the Grantors pursuant to Article VIII of the Credit Agreement after the occurrence and during the continuation of an Event of Default, an irrevocable license (exercisable without payment of royalty or impede other compensation to the enforcement Grantors), to use, license or sub-license any of the Collateral Agentconsisting of Intellectual Property now owned or hereafter acquired by such Grantor, except where the grant of such license will terminate or invalidate such Intellectual Property; provided that, anything in this Section 9(h) to the contrary notwithstanding, the Administrative Agent agrees that, on the date the Grantors cure such Event of Default, such license to the Administrative Agent will immediately terminate upon the cure date, but any sub-licenses granted by the Administrative Agent will remain in full force and effect; provided that such sub-licenses will have terms that are substantially similar to the Grantors’ prior Intellectual Property licenses, and further provided that such sub-licenses (whether exclusive or non-exclusive) shall explicitly reserve the Grantor’s rights under right to use such sub-licensed Intellectual Property in its own business. (i) The foregoing provisions of 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, Section shall apply to Real Property Collateral only to the extent that it lawfully may, each Grantor hereby irrevocably waives permitted by applicable law and the benefits provisions of all such lawsany applicable Mortgage or other document.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The , the Collateral Agent may exercise in respect of Agent, upon being instructed to do so by the CollateralRequired Lenders, may, in addition to any all other rights and remedies provided for herein granted to it in this Agreement and in any other agreement securing, evidencing or otherwise available relating to itthe Finance Obligations (including, all without limitation, the right to give instructions or a notice of sole control under an Account Control Agreement): (i) exercise on behalf of the Secured Parties all rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies to the affected Collateral)jurisdiction where such rights are exercised) and, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 thereofaddition, (ii) require without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of law) to or upon any Credit Party or any other Person (all of which demands and/or notices are hereby waived by each Grantor toCredit Party), (A) withdraw all cash and each Grantor hereby agrees that Liquid Investments in the Collateral Accounts and apply such cash and Liquid Investments and other cash, if any, then held by it will at its expense as Collateral as specified in Section 5.04, (B) give notice and upon request take sole possession and control of all amounts on deposit in or credited to any Deposit Account or Securities Account pursuant to the related Account Control Agreement and apply all such funds as specified in Section 5.04 and (C) if there shall be no such cash, Liquid Investments or other amounts or if such cash, Liquid Investments and other amounts shall be insufficient to pay all the Finance Obligations in full or cannot be so applied for any reason or if the Collateral Agent forthwithdetermines to do so, assemble all or part of its respective Collateral as directed by collect, receive, appropriate and realize upon the Collateral Agent and/or sell, assign, give an option or options to purchase or otherwise dispose of and make it available to deliver the Collateral Agent at a place (or places contract 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 do so) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 office of the Collateral Agent’s offices Agent or elsewhereelsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or satisfactory. (Bb) leaseIf any Event of Default has occurred and is continuing, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) give each Credit Party not less than 10 days’ prior notice to any Grantor of the time and place of any public sale or the time after which any private sale or other intended disposition of any of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a private sale, state the day after which such sale may be consummated, (iii) contain the information specified in Section 9-613 of the UCC, (iv) be authenticated and (v) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its respective liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Collateral Agent and each Credit Party agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC. Except as otherwise provided herein, each Credit Party hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral. (c) The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is to of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Credit Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Collateral Agent shall constitute reasonable notificationhave the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. 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 in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, may be made at any time or place to which the same may be so adjourned without further notice, be made at . In the time and place to which it was so adjourned. Each Grantor hereby waives case of any claims against the Collateral Agent and the Buyers arising by reason sale of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be marshaled sold upon like notice. (d) For the purpose of enforcing any sale (public or private) thereof. Each Grantor hereby acknowledges that and all rights and remedies under this Agreement, the Collateral Agent may, if any Event of Default has occurred and is continuing, (i) require each Credit Party to, and each Credit Party agrees that it will, at its expense and upon the request of the Collateral Agent, forthwith assemble, store and keep all or any part of the Collateral as directed by the Collateral Agent and make it available at a place designated by the Collateral Agent which is, in the Collateral Agent’s opinion, reasonably convenient to the Collateral Agent and such sale Credit Party, whether at the premises of its respective such Credit Party or otherwise, it being understood that such Credit Party’s obligation so to deliver the Collateral by is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be made without warranty, entitled to a decree requiring specific performance by such Credit Party of such obligation; (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral is or may be located, and without charge or liability to any Credit Party, seize and remove such Collateral from such premises; (iii) have access to and use such Credit Party’s books and records relating to the Collateral; and (iv) prior to the disposition of the Collateral, store or transfer it without charge in or by means of any storage or transportation facility owned or leased by such Credit Party, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any Intellectual Property or technical process used by such Credit Party. The Collateral Agent may specifically disclaim also render any warranties or all of title, possession, quiet enjoyment the Collateral unusable at any Credit Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. (e) Without limiting the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness generality of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to if any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; Default has occurred and is continuing: (2i) the Collateral Agent may, at subject to the express terms of any time valid and from time to time after and during the continuance enforceable restriction in favor of a Person who is not a Group Company that prohibits, or requires any consent or establishes any other conditions for, an Event of Default, upon 10 days’ prior notice to such Grantorassignment thereof, license, or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of Patents, Trademarks or Copyrights included in the Intellectual Property, Collateral throughout the universe world for such term or terms, on such conditions, conditions and in such manner, manner as the Collateral Agent shall in its sole discretion determine; and ; (3ii) the Collateral Agent maymay (without assuming any obligations or liability thereunder), at any time and from time to time, pursuant enforce (and shall have the exclusive right to enforce) against any Licensee or sublicensee all rights and remedies of any Credit Party in, to and under any License and take or refrain from taking any action under any provision thereof, and each Credit Party hereby releases the Collateral Agent and each of the Secured Parties from, and agrees to hold the Collateral Agent and each of the Secured Parties free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto; (iii) upon request by the Collateral Agent, each Credit Party will use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor or sublicensor of each License to effect the assignment of all of such Credit Party’s right, title and interest thereunder to the authority granted Collateral Agent or its designee and will execute and deliver to the Collateral Agent a power of attorney, in Section 6 hereof form and substance reasonably satisfactory to the Collateral Agent, for the implementation of any lease, assignment, License, sublicense, grant of option, sale or other disposition of a Patent, Trademark or Copyright; and (iv) the Collateral Agent may direct each Credit Party to refrain, in which event each such authority being effective upon Credit Party shall refrain, from using or practicing any Trademark, Patent or Copyright in any manner whatsoever, directly or indirectly, and shall, if requested by the Collateral Agent, change such Credit Party’s name to eliminate therefrom any use of any Trademark and will execute such other and further documents as the Collateral Agent may request to further confirm this change and transfer ownership of the Trademarks, Patents, Copyrights and registrations and any pending applications therefor to the Collateral Agent. (f) In the event of any disposition following the occurrence and during the continuance of an any Event of Default)Default of any Patent, execute Trademark or Copyright pursuant to this Article V, each Credit Party shall supply its know-how and deliver on behalf of such Grantor, one or more instruments of assignment expertise relating to the manufacture and sale of the Intellectual Property (products or any application services bearing Trademarks or registration thereof)the products, services or works made or rendered in form suitable for filingconnection with or under Patents, recording Trademarks or registration in any countryCopyrights, and its customer lists and other records relating to such Patents, Trademarks or Copyrights and to the distribution of said products, services or works, to the Collateral Agent. (bg) Any cash held If any Event of Default has occurred and is continuing, the Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to this Section 5.02, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition institute and maintain such suits and proceedings as the Collateral Agent as Collateral may deem appropriate to protect and all Cash Proceeds received enforce the rights vested in it by this Agreement. (h) If any Event of Default has occurred and is continuing, the Collateral Agent in respect shall, to the extent permitted by applicable law, without notice to any Credit Party or any party claiming through any Credit Party, without regard to the solvency or insolvency at such time of any sale Person then liable for the payment of any of the Finance Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or collection fromreceivers (who may be the Collateral Agent) of the Collateral or any part thereof, or and of the profits, revenues and other realization uponincome thereof, all pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the profits, revenues and other income of the property constituting the whole or any part of the Collateral shall be applied (after payment segregated, sequestered and impounded for the benefit of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitledSecured Parties, and each Grantor Credit Party irrevocably consents to the appointment of such receiver or receivers and to the entry of such order. (i) Each Credit Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be liable for sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the deficiencyperformance or enforcement of this Agreement, together with interest thereon and each Credit Party hereby waives all benefit or advantage of all such laws. Each Credit Party covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent, the Administrative Agent or any other Secured Party in any Finance Document. (j) Each Credit Party, to the extent it may lawfully do so, on behalf of itself and all who claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to judicial proceedings or under any foreclosure or any enforcement of this Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (k) Each Credit Party waives, to the highest rate specified extent permitted by law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder or in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together Finance Documents) in connection with the costs of collection this Agreement and the reasonable fees, costs, expenses and other client charges of any attorneys employed action taken by the Collateral Agent with respect to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have has occurred and be is continuing: (a) The Collateral Agent , the Indenture Trustee may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under applicable law and, in addition, the Code (whether Indenture Trustee may, without being required to give any notice, except as provided in the Indenture or not the Code applies to the affected Collateral)as may be required by mandatory provisions of law, and also may (i) take absolute control of the Collateralapply all cash, includingif any, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto then held by it 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 its respective the Collateral as directed by specified in Section 5.3 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full, sell the Collateral Agent and make it available to the 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 (including each applicable Funding Agreement) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Indenture Trustee may deem commercially reasonable and/or (B) lease, license satisfactory. Any Holder may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). The Trust will execute and deliver such terms documents and take such other action as the Indenture Trustee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Trust which may be waived, and the Trust, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten specifically waives all rights of redemption, stay or appraisal which it has or may have under any law. The notice (10if any) days’ notice to any Grantor of such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Indenture Trustee may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Indenture Trustee may determine. The Collateral Agent Indenture Trustee shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstIndenture Trustee until the selling price is paid by the purchaser thereof, all or but the Indenture Trustee shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection or realization are insufficient to pay all amounts to which such Collateral may again be sold upon like notice. The Indenture Trustee, instead of exercising the Collateral Agent and the Buyers are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified power of sale conferred upon it in the Notes for interest on overdue principal thereof Indenture, may proceed by a suit or such other rate as shall be fixed by applicable law, together with the costs of collection suits at law or in equity to foreclose a Security Interest and the reasonable fees, costs, expenses and other client charges of sell any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincialCollateral, or federal law requirements in connection with any portion thereof, under a disposition judgment or decree of the Collateral, such compliance will not adversely affect the commercial reasonableness a court or courts of any sale or other disposition of the Collateralcompetent jurisdiction. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. (a) If any Event of Default shall have occurred and be is continuing, then Secured Party, at its option, without demand, presentment, notice of acceleration, intention to accelerate, or other notice (which are fully waived) may: (ai) The Collateral Agent may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code (whether or not the Code applies to is in effect in the affected Collateraljurisdiction where such rights are exercised, unless prohibited by applicable law), 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 toapply the cash, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwithif any, assemble all or part of its respective then held by Secured Party as Collateral as directed by the Collateral Agent and make it available to the 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 specified in SECTION 5.6. (iii) sell all of the Collateral or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on credit upon credit, or for future delivery, and at such price or prices and upon such other terms as Secured Party may reasonably deem satisfactory. Upon Secured Party's demand, Pledgor will take all steps necessary to prepare the Collateral Agent for and otherwise assist in any proposed disposition of the Collateral. Any holder of the Secured Indebtedness may deem be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations or if the subject Collateral is an interest or other Collateral that is the subject of the immediately following paragraph, at any private sale) and thereafter hold the same absolutely free from any right or claim of whatsoever kind. Any holder of the Secured Indebtedness shall have the right to offset the amount of its bid against an equal amount of the Secured Indebtedness held by such holder. If a third party is the purchaser at a foreclosure sale, neither Secured Party nor any of its affiliates may directly or indirectly benefit from such foreclosure sale, other than payment of the Secured Indebtedness from the proceeds of such foreclosure sale. (b) The sale of the Collateral is also subject to the following: (i) Pledgor agrees that, because of the Securities Act of 1933, as amended, or any other laws or regulations, and for other reasons, there may be legal and/or practical restrictions or limitations affecting Secured Party in any attempts to dispose of certain portions of the Collateral and for the enforcement of their rights. For these reasons, Secured Party is hereby authorized by Pledgor, but not obligated, upon the occurrence and during the continuation of an Event of Default, to sell all or any part of the Collateral at private sale, subject to investment letter or in any other manner which will not require the Collateral, or any part thereof, to be registered in accordance with the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder, or any other laws, at a reasonable price at such private sale or other distribution in the manner mentioned above. Pledgor understands that Secured Party may in its discretion approach a limited number of potential purchasers and that a sale under such circumstances may yield a lower price for the Collateral, or any part thereof, than would otherwise be obtainable if such Collateral were either afforded to a larger number of potential purchasers or registered or sold in the open market. Pledgor agrees that such private sale shall be deemed to have been made in a commercially reasonable and/or manner, and that Secured Party has no obligation to delay the sale of any Collateral to permit the issuer thereof to register it for public sale under any applicable federal or state securities laws. (ii) Secured Party is authorized in connection with any such sale to (A) restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral, and (B) leaseimpose such other limitations or conditions in connection with any such sale as Secured Party reasonably deems necessary in order to comply with applicable law. (c) Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as Secured Party reasonably deems necessary in order that any such sale may be made in compliance with applicable law. Upon any such sale Secured Party shall have the right to deliver, license or dispose of assign, and transfer to the purchaser thereof the Collateral or so sold. Each purchaser at any part thereof upon such terms as sale shall hold the Collateral Agent may deem commercially reasonableso sold absolutely free from any claim or right of Pledgor of whatsoever kind, including any equity or right of redemption of Pledgor. Each Grantor agrees thatPledgor, to the extent notice permitted by applicable law, hereby specifically waives all rights of redemption, stay, or appraisal which it has or may have under any law now existing or hereafter enacted. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the selling price is paid by the purchaser thereof, but Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold, and in case of any such failure, such Collateral may again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any other disposition portion thereof, under a judgment or decree of its respective Collateral shall be required by law, at least a court or courts of competent jurisdiction. (d) Pledgor agrees that ten (10) days’ ' written notice from Secured Party to Pledgor of Secured Party's intention to make any Grantor such public or private sale or sale at a broker's board or on a securities exchange shall constitute "reasonable notification" within the meaning of Section 9-504(c) of the Code. Such notice shall (i) in case of a public sale, state the time and place fixed for such sale, (ii) in case of any public sale at a broker's board or on a securities exchange, state the time after board or exchange at which any private such a sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered to sale at such board or exchange, and (iii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as Secured Party may fix in the notice of such sale. The At any such sale, the Collateral Agent may be sold in one lot as an entirety or in separate parcels, as Secured Party may reasonably determine. Secured Party shall not be obligated to make any such sale pursuant to any such notice. Secured Party may, without notice or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives . (e) Without limiting the foregoing or imposing upon Secured Party any claims against obligations or duties not required by applicable law, Pledgor acknowledges and agrees that, in foreclosing upon any of the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Obligationsexercising any other rights or remedies provided Secured Party hereunder or under applicable law, even if the Collateral Agent accepts the first offer received and does Secured Party may, but shall not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that required to: (i) qualify or restrict prospective purchasers of the Collateral by requiring evidence of sophistication and/or creditworthiness, and requiring the execution and delivery of confidentiality agreements or other documents and agreements as a condition to such prospective purchasers' receipt of information regarding the Collateral or participation in any public or private foreclosure sale process; (ii) provide to prospective purchasers the LLC Agreement and business and financial information regarding the Company available in the files of Secured Party at the time of commencing the foreclosure process, without the requirement that Secured Party obtain, or seek to obtain, any updated business or financial information or LLC Agreement, or verify or certify to prospective purchasers the accuracy of any such business or financial information or LLC Agreement; (iii) sell at foreclosure all, or a portion but not all, of the rights, titles, and interests of Pledgor in the Company; it being further specifically acknowledged by Pledgor that limitations or potential limitations on the transfer of certain Collateral under the LLC Agreement or other applicable agreements or law may limit Secured Party's right or ability to foreclose upon or sell certain rights, titles, and interests of Pledgor in the Company; or (iv) offer for sale, and sell, membership interests either with, or without, first employing an appraiser, investment banker, or broker with respect to the evaluation of Collateral, the solicitation of purchasers for Collateral, or the manner of sale of its respective Collateral Collateral. (f) Secured Party shall have all rights, remedies, and recourse granted in the Note and the other Loan Documents or existing at common law or equity (including specifically those granted by the Collateral Agent Code), and such rights and remedies (i) shall be made without warrantycumulative and concurrent, (ii) may be pursued separately, successively, or concurrently against Pledgor and any party obligated to pay or perform the Collateral Agent may specifically disclaim Secured Indebtedness, any warranties of titlethe Collateral, possessionor any other security for any of the Secured Indebtedness, quiet enjoyment or at the likesole discretion of Secured Party, and (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Pledgor that the exercise or failure to exercise any such actions set forth rights or remedies shall in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness no event be construed as a waiver or release thereof or of any such sale other right, remedy, or recourse. (g) Notwithstanding a foreclosure upon any of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance or exercise of any other remedy by Secured Party in connection with an Event of Default, such Grantor until the payment in full of all Secured Indebtedness, Pledgor shall cease not be subrogated thereby to any use rights of Secured Party against the Intellectual Property Collateral or any trademark, patent or copyright similar thereto other security for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Property, throughout Secured Indebtedness. Pledgor shall not be deemed based on any subrogation or other rights it may have to be the universe for such term or terms, on such conditions, and owner of any interest in such manner, as the Collateral Agent shall in its sole discretion determine; and (3) the Collateral 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 such 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 countrySecured Indebtedness unless and until all of the Secured Indebtedness has been indefeasibly paid to Secured Party and fully performed and discharged. (bh) Any cash held All recitals in any instrument of assignment or any other instrument executed by Secured Party incident to the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection fromsale, transfer, assignment, or other realization upon, all disposition or utilization of the Collateral or any part thereof hereunder shall be presumptive evidence of the matters stated therein and all prerequisites of such sale or other action contained in such recitals shall be presumed to have been performed or to have occurred. (i) Secured Party agrees that if (A) Secured Party elects to sell the Collateral at a public sale, and (B) Secured Party purchases the Collateral at such public sale, then the purchase price of the Collateral paid by Secured Party shall not be less than an amount equal to the Applicable Percentage of the difference between (i) the value of the Company's oil and gas properties at the time of foreclosure determined by an independent engineering firm selected by Secured Party recognized as an expert in reservoir engineering using the parameters set forth on EXHIBIT A attached hereto, and (ii) all indebtedness, obligations, and liabilities of the Company (including the amount of any liens, security interests, or encumbrances affecting any of the assets or properties of the Company) at the time of foreclosure; provided that nothing contained in this SUBSECTION (I) shall be applied (after payment deemed to require that Secured Party conduct a public sale of any amounts payable to of the Collateral Agent pursuant to Section 8 hereof) by or purchase any of the Collateral Agent against, all or at any part of the Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition public sale of the Collateral, such compliance will not adversely affect . "APPLICABLE PERCENTAGE" means the commercial reasonableness of any sale or other disposition of ratio that the Collateral. (e) The Collateral Agent shall not be required to marshal any present or future collateral security (including, but not limited to, this Agreement and membership interests in 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 Company comprising 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, each Grantor hereby agrees that it will not invoke any law relating sold bears to the marshaling of collateral which might cause delay entire membership interests 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 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 lawsCompany.

Remedies Upon Event of Default. If any Event of Default shall have has occurred and be is continuing: (a) The Collateral Agent , the Funding Note Indenture Trustee may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under applicable law and, in addition, the Code (whether Funding Note Indenture Trustee may, without being required to give any notice, except as provided in the Funding Note Indenture or not the Code applies to the affected Collateral)as may be required by mandatory provisions of law, and also may (i) take absolute control of the Collateralapply all cash, includingif any, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto then held by it 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 its respective the Collateral as directed by specified in Section 5.3 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full, sell the Collateral Agent and make it available to the 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 (including each applicable Funding Agreement) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Funding Note Indenture Trustee may deem commercially reasonable and/or (B) lease, license satisfactory. Any Holder may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). Global Funding will execute and deliver such terms documents and take such other action as the Funding Note Indenture Trustee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Funding Note Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Global Funding which may be waived, and Global Funding, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten specifically waives all rights of redemption, stay or appraisal which it has or may have under any law. The notice (10if any) days’ notice to any Grantor of such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Funding Note Indenture Trustee may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Funding Note Indenture Trustee may determine. The Collateral Agent Funding Note Indenture Trustee shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may Funding Note Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstFunding Note Indenture Trustee until the selling price is paid by the purchaser thereof, all or but the Funding Note Indenture Trustee shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection or realization are insufficient to pay all amounts to which such Collateral may again be sold upon like notice. The Funding Note Indenture Trustee, instead of exercising the Collateral Agent and the Buyers are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified power of sale conferred upon it in the Notes for interest on overdue principal thereof Funding Note Indenture, may proceed by a suit or such other rate as shall be fixed by applicable law, together with the costs of collection suits at law or in equity to foreclose a Security Interest and the reasonable fees, costs, expenses and other client charges of sell any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincialCollateral, or federal law requirements in connection with any portion thereof, under a disposition judgment or decree of the Collateral, such compliance will not adversely affect the commercial reasonableness a court or courts of any sale or other disposition of the Collateralcompetent jurisdiction. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The , the Collateral Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Collateral Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 6 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license satisfactory. Any Secured Party may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Notes to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any such Pledged Notes, (ii) to cause to be placed on any or all of the Pledged Notes or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Collateral Agent deems necessary or advisable in order to comply with said Act or any part other law. Each of the Pledgors covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof upon the Collateral so sold. Each purchaser at any such terms sale shall hold the collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the relevant Pledgor which may be waived, and the relevant Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 7 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to fix in the extent notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or any other disposition of its respective in separate parcels, as the Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationAgent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, all or any part of the Obligations in such order as but the Collateral Agent shall elect, consistent with the provisions not incur any liability in case of the Securities Purchase Agreements. Any surplus failure of such cash or Cash Proceeds held by purchaser to take up and pay for the Collateral Agent and remaining after the indefeasible payment so sold and, in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Administrative Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of the Collateralapply cash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 9 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and/or (B) lease, license satisfactory. Any Secured Party may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). Each Obligor will execute and deliver such terms documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with applicable law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of any Obligor which may be waived, and each Obligor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 6 shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Administrative Agent may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned, subject to the Administrative Agent giving the notice required to be given pursuant to Section 6. Each Grantor hereby waives In the case of any claims against the Collateral Agent and the Buyers arising by reason sale of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be marshaled sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any sale portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (public or privateb) thereof. Each Grantor hereby acknowledges that For the purpose of enforcing any and all rights and remedies under this Agreement the Administrative Agent may (i) require each Obligor to, and each Obligor agrees that it will, at its expense and upon the request of the Administrative Agent, forthwith assemble all or any such sale part of its respective Collateral as directed by the Collateral Administrative Agent shall be made without warrantyand make it available at a place designated by the Administrative Agent which is, in its opinion, reasonably convenient to the Administrative Agent and such Obligor, whether at the premises of such Obligor or otherwise, (ii) have access to and use such Obligor’s books and records relating to the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) prior to the disposition of the Collateral, prepare the Collateral for disposition in any manner and to the extent the Administrative Agent deems appropriate and, in connection with such actions set forth in clauses preparation and disposition, use without charge any Trademark, Patent, copyright or technical process used by any Obligor. The Administrative Agent may also render any or all of the Collateral unusable at any Obligor’s premises and may dispose of such Collateral on such premises without liability for rent or costs. (c) Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing, (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoingAdministrative Agent may license, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such Grantor, licensesublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of Patents or Trademarks or Common Law Rights included in the Intellectual Property, Collateral throughout the universe world for such term or terms, on such conditions, conditions and in such manner, manner as the Collateral Administrative Agent shall in its sole discretion determine; and determine but subject to the terms of any license pertaining to such Patent, Trademark or Common Law Right, (3ii) the Collateral Administrative Agent maymay (without assuming any obligations or liability thereunder), at any time and from time to time, pursuant enforce (and shall have the exclusive right to enforce) against any licensor, licensee or sublicensee all rights and remedies of any Obligor in, to and under any Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and each Obligor hereby releases the Administrative Agent and each of the other Secured Parties from, and agrees to hold the Administrative Agent and each of the other Secured Parties free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto, except any such claim to the authority granted in Section 6 hereof extent that it arises solely as the result of the gross negligence or willful misconduct of any Secured Party and (such authority being effective iii) upon request by the occurrence and during the continuance of an Event of Default)Administrative Agent, each Obligor will execute and deliver on behalf to the Administrative Agent a further power of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof)attorney, in form suitable and substance satisfactory to the Administrative Agent, for filing, recording or registration in any country. (b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect implementation of any sale lease, assignment, license, sublicense, grant of or collection fromoption, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of a Patent, Trademark, Patent License or Trademark License. In the Collateral. (e) The Collateral Agent shall not be required event of any such disposition pursuant 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 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 maySection 7, each Grantor hereby agrees that it will not invoke any law Obligor shall supply its know-how and expertise relating to the marshaling of collateral which might cause delay in or impede the enforcement manufacture and sale of the Collateral Agent’s rights under this Agreement products bearing Trademarks or under any the products or services made or rendered in connection with Patents, and its customer lists and other instrument creating records relating to such Patents or evidencing any Trademarks and to the distribution 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, andsaid products, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such lawsAdministrative Agent.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The , the Collateral Agent may exercise in respect of the Collateralmay, in addition to any all other rights and remedies provided for herein granted to it in this Agreement and in any other agreement securing, evidencing or otherwise available relating to itthe Finance Obligations (including, all without limitation, the right to give instructions or a notice of sole control to an issuer subject to an Issuer Control Agreement): (i) exercise on behalf of the Secured Parties all rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies to the affected Collateral)jurisdiction where such rights are exercised) and, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 thereofaddition, (ii) require each Grantor to, and each Grantor hereby agrees that it will at its expense and without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of law) to or upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 Credit Party or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect other Person (all of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for salewhich demands and/or notices are hereby waived by each Credit Party), (A) sell apply all cash, if any, then held by it as Collateral as specified in Section 6.07 and (B) if there shall be no such cash or if such cash shall be insufficient to pay all the Finance Obligations in full or cannot be so applied for any reason or if the Collateral Agent determines to do so, collect, receive, appropriate and realize upon the Collateral and/or sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral (or contract to do so) or any part thereof in one or more parcels (which need not be in round lots) at public or private salesale or at broker’s board or on any securities exchange, at any office of the Collateral Agent’s offices Agent or elsewhereelsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or reasonably satisfactory. (Bb) leaseIf any Event of Default has occurred and is continuing, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least give each Credit Party not less than ten (10) days’ prior notice to any Grantor of the time and place of any public sale or the time after which any private sale or other intended disposition of its respective any of the Collateral, except any Collateral which threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being sold, will first be offered for sale, (iii) in the case of a private sale, state the day after which such sale may be consummated, (iv) contain the information specified in Section 9-613 of the UCC, (v) be authenticated and (vi) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall constitute be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Collateral Agent and each Credit Party agree that such notice constitutes reasonable notificationnotification within the meaning of Section 9-611 of the UCC. Except as otherwise provided herein, each Credit Party hereby waives, to the extent permitted by applicable law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral. (c) The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Credit Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or reasonably advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. Any such public sale shall be held at such time or times within ordinary bankers hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, may be made at any time or place to which the same may be so adjourned without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, all or any part of the Obligations in such order as but the Collateral Agent shall elect, consistent with not incur any liability in the provisions case of the Securities Purchase Agreements. Any surplus failure of such cash or Cash Proceeds held by purchaser to take up and pay for the Collateral Agent and remaining after so sold and, in the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateralfailure, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the CollateralCollateral may again be sold upon like notice. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. (A) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Agent may, without being required to give any notice, except as herein or in the affected Collateral)Credit Agreement or any other Financing Document provided or as may be required by mandatory provisions of law, and also may (i) take absolute control of the Collateral, including, without limitation, transfer into withdraw all cash and Liquid Investments in the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Accounts and apply such cash and Liquid Investments and other cash, if any, then held by it as Collateral Agent has not theretofore done so) as specified in Section 9 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or Liquid Investments or if such cash and Liquid Investments shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Agent or dispose any other Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). Each Pledgor will execute and deliver such terms documents and take such other action as the Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of any Pledgor which may be waived, and each Pledgor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Agent may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Agent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Agent until the selling price is paid by the purchaser thereof, but the Agent shall be applied (after payment not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any amounts payable such failure, such Collateral may again be sold upon like notice. The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Collateral Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (B) For the purpose of enforcing any and all rights and remedies under this Agreement the Agent pursuant to Section 8 hereofmay (i) by require each Pledgor to, and each Pledgor agrees that it will, at its expense and upon the Collateral Agent againstrequest of the Agent, forthwith assemble all or any part of the Obligations Collateral as directed by the Agent and make it available at a place designated by the Agent which is, in its opinion, reasonably convenient to the Agent and such order as Pledgor, whether at the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus premises of such cash Pledgor or Cash Proceeds held by otherwise, (ii) to the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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 extent permitted by applicable law, together enter, with or without process of law and without breach of the costs peace, any premise where any of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent is or may be located, and without charge or liability to collect it seize and remove such deficiency. Collateral from such premises, (diii) Each Grantor hereby acknowledges that if have access to and use any Pledgor's books and records relating to the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a and (iv) prior to the disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness store or transfer it without charge in or by means of any sale storage or other transportation facility owned or leased by any Pledgor, process, repair or recondition it or otherwise prepare it for disposition of the Collateral. (e) 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 Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, manner 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 maythe Agent deems appropriate and, each Grantor hereby irrevocably waives the benefits of all in connection with such lawspreparation and disposition, use without charge any trademark, trade name, copyright, patent or technical process used by any Pledgor.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral Agent , Lender may exercise in respect of the Collateral, in addition to any other all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies to the affected Collateral)jurisdiction where such rights are exercised) and, and also in addition, Lender 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Lender may deem commercially reasonable and/or (B) lease, license satisfactory. Lender may be the purchaser of any or dispose all of the Collateral or so sold at any part thereof upon such terms as public sale (or, if the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to is of a type customarily sold in a recognized market or is of a type which is the extent notice subject of sale widely distributed standard price quotations or any other disposition of its respective Collateral shall be required by if otherwise permitted under applicable law, at least any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The purchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor. The notice of such sale shall be given to Grantor ten (10) days’ notice days prior to any Grantor such sale and (A) in case of the time and place of any a public sale or the time after which any private sale or other disposition of its respective 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 Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at sale, state the time and place fixed thereforfor such sale, and such sale may, without further notice, be made at (B) in the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason case of the fact that the price at which its respective Collateral may have been sold at a private sale, state the day after which 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereofconsummated. Each Grantor hereby acknowledges that (i) At any such sale of its respective Collateral by the Collateral Agent shall may be made without warrantysold in one lot as an entirety or in separate parcels, (ii) as Lender may determine. Lender, instead of exercising the Collateral Agent power of sale herein conferred upon it, may specifically disclaim proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any warranties portion thereof, under a judgment or decree of title, possession, quiet enjoyment a court or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness courts of any such sale of Collateralcompetent jurisdiction. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto remain liable for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 countrydeficiency. (b) Any cash held by For the Collateral Agent as Collateral purpose of enforcing any and all Cash Proceeds received by rights and remedies under this Agreement, Lender may (i) require Grantor to, and Grantor agrees that it shall upon the Collateral Agent in respect request of any sale of or collection fromLender, or other realization upon, forthwith assemble all or any part of the Collateral shall be applied as directed by Lender and make it available at a place designated by Lender that is, in such Lender’s opinion, reasonably convenient to such Lender and Grantor, and/or (after payment of any amounts payable ii) to the Collateral Agent pursuant to Section 8 hereof) extent permitted by the Collateral Agent againstApplicable Law, all enter, with or any part without process of law and without breach of the Obligations in such order as the Collateral Agent shall electpeace, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of premise where any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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 is or may be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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, located and, without charge or liability to the extent that it lawfully mayLender, each Grantor hereby irrevocably waives the benefits of all remove such lawsCollateral from such premises.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral Agent , the Bank may exercise in respect of the Collateral, in addition to any other all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies to jurisdiction where such rights are exercised) and, in addition, the affected Collateral), and also may (i) take absolute control of the Collateral, includingBank may, without limitationbeing required to give any notice, transfer into the Collateral Agent’s name except as herein provided or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as may be required by law, sell any and thereafter receive, for the benefit all of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Bank may deem commercially reasonable and/or (B) lease, license satisfactory. The Bank may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such terms documents and take such other action as the Bank deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Bank shall have the right to deliver, assign and transfer to the purchaser the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Company. The Company, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by SECTION 5 hereof shall (i) in case of a public sale, state the time and place fixed for such sale, and (ii) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time(s) within ordinary business hours and at such places as the Bank may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationBank may determine. The Collateral Agent Bank shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Bank until the selling price is paid by the purchaser thereof, but the Bank shall be applied (after payment not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any amounts payable such failure, such Collateral may again be sold upon like notice. The Bank, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Collateral Agent pursuant to Section 8 hereofSecurity Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (b) by For the Collateral Agent againstpurpose of enforcing its rights and remedies under this Agreement, the Bank may (i) require the Company to, and the Company agrees that it will, at its expense and upon the request of the Bank, forthwith assemble all or any part of the Obligations Collateral as directed by the Bank and make it available at a place designated by the Bank which is, in such order as its opinion, reasonably convenient to the Bank, whether at the premises of the Company or otherwise, (ii) to the extent permitted by law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral Agent shall electmay be located, consistent with and without charge or liability to it seize and remove such Collateral from such premises, (iii) have access to and use the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by Company's books and records relating to the Collateral Agent and remaining after (iv) prior to the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness store or transfer it without charge in or by means of any sale storage or other transportation facility owned or leased by the Company, process, repair or recondition it or otherwise prepare it for disposition of the Collateral. (e) 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 Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular ordermanner and to the extent the Bank deems appropriate to preserve and enhance its value and, in connection with such preparation and all disposition, use, as a licensee (or if no decline in the value 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 rightswould result, however existing otherwise) without charge any trademark, trade name, copyright, patent or arising. To technical process used by the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawsCompany.

Remedies Upon Event of Default. If any Event of Default shall will have occurred and be continuing: (a) The Collateral Agent , Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under this Agreement and the Code UCC (whether or not the Code applies UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Secured Party may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the cash, if any, then held by it as Collateral in the manner specified in Section 8, and (ii) if there will be no such cash or if such cash will be insufficient to pay all the obligations in full, sell 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under lawthereof, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agentbroker’s offices board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable and/or (B) lease, license satisfactory. Secured Party may require Debtor to assemble all or dispose any part of the Collateral and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient. Secured Party and any Secured Party may be the purchaser of any or any part thereof upon such terms as all of the Collateral Agent may deem commercially reasonableso sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale Secured Party will have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each Grantor agrees thatpurchaser at any such sale will hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten (10) days’ notice to hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any Grantor rule of law or statute now existing or hereafter adopted. At any such sale the time and place of any public sale Collateral may be sold in one lot as an entirety or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as Secured Party may determine. The Collateral Agent shall Secured Party will not be obligated to make such sale pursuant to any sale such notice. Secured Party may, without notice or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was so the same may be adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by Secured Party until the selling price is paid by the Collateral Agent againstpurchaser thereof, all or but Secured Party will not incur any part liability in case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent security interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. (a) If any an Event of Default shall have occurred and be continuing: (a) The Collateral , the Administrative Agent may exercise in respect of the Collateral, in addition (or cause its sub-agents to exercise) any other rights and remedies provided for herein or otherwise available to it, all of the remedies available to it (or to such sub-agents) under the Security Documents. (b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Administrative Agent may exercise on behalf of the Secured Parties all the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) with respect to any Personal Property Collateral and, in addition, the affected Collateral), and also may (i) take absolute control of the Collateral, includingAdministrative Agent may, without limitationbeing required to give any notice, transfer into the Collateral Agent’s name except as herein provided or into the name as may be required by mandatory provisions of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect sell or otherwise dispose of such occupation, and (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 exchange, broker’s board or at any of the Collateral Administrative Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Administrative Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. Each Grantor agrees thatTo the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Administrative Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of the extent notice Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any such sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or any other disposition under a judicial proceeding), the receipt of its respective Collateral the Administrative Agent or of the officer making the sale shall be required by law, at least ten (10) days’ notice a sufficient discharge to any Grantor the purchaser or purchasers of the time Collateral so sold and place of any public sale such purchaser or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim, or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Administrative Agent shall not be obliged to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each To the maximum extent permitted by law, each Grantor hereby waives any claims claim against the Collateral Agent and the Buyers any Secured Party arising by reason of the fact that because the price at which its respective any Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Collateral Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Administrative Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (c) Notice of any such sale of Collateral. In addition or other disposition shall be given to the foregoingrelevant Grantor(s) as (and if) required by Section 18. (d) For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable license (1) upon written notice exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any Grantor from of the Collateral Agent after and during the continuance consisting of an Event of Default, such Grantor shall cease any use of the Intellectual Property now owned or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to hereafter acquired by such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, including in such license access to all media in which any of the Intellectual Property, throughout licensed items may be recorded or stored and to all computer software and programs used for the universe for compilation or printout thereof. The use of such term or terms, on such conditions, and in such manner, as license by the Collateral Administrative Agent shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective may be exercised only upon the occurrence and during the continuance continuation of an Event of Default); provided, execute and deliver on behalf of such Grantorhowever, one that any license, sublicense 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 other transaction entered into by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Administrative Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral accordance herewith shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, binding upon each Grantor shall be 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 notwithstanding any subsequent cure of collection and the reasonable fees, costs, expenses and other client charges an Event of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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 CollateralDefault. (e) The foregoing provisions of this Section shall apply to Real Property 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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, only to the extent that it lawfully may, each Grantor hereby irrevocably waives permitted by applicable law and the benefits provisions of all such lawsany applicable Mortgage.

Remedies Upon Event of Default. If any an Event of Default shall have occurred and be continuing, Kreos may take any of the following actions: (a) The Collateral Agent Kreos may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not the Code applies UCC is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, Kreos may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, including provisions that require a secured party to act in a commercially reasonable manner, (i) take absolute control of apply the cash, if any, then held by it as Collateral hereunder, for the purposes and in the manner specified in Section 18, and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full, sell 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under lawcomponent thereof, without obligation to any Grantor in respect of such occupation, and (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 at one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, sales for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Kreos may reasonably deem commercially reasonable and/or satisfactory. (Bb) lease, license Kreos may require Guarantor to assemble all or dispose any part of the Collateral and make it available to Kreos at a place to be designated by Kreos which is reasonably convenient. Any holder of an Obligation may be the purchaser of any or any part thereof upon such terms as all of the Collateral Agent may deem commercially reasonableso sold at any public sale (and, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same absolutely, free from any right or claim of whatsoever kind. Upon any such sale, Kreos shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of Guarantor. (c) Unless the Collateral to the extent notice be sold is perishable or threatens to decline speedily in value or is of sale or any other disposition of its respective Collateral a type customarily sold on a recognized market, Kreos shall be required by law, give Guarantor at least ten (10) business days’ prior written notice of its intention to make any Grantor such public or private sale. Guarantor agrees that such notice constitutes “reasonable notification” within the meaning of the UCC. Such notice in the case of a public sale shall state the time and place fixed for such sale. Such notice in the case of any public a private sale or disposition shall state the time after which any private sale or other intended disposition of its respective Collateral is to be made made. (d) Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at public or private place or places as Kreos may fix in the notice of such sale. The At any public or private sale, the Collateral Agent may be sold in one lot as an entirety or in separate parcels, as Kreos may reasonably determine. Kreos shall not be obligated to make such sale pursuant to any sale such notice. Kreos may, without notice or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may 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 placed fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was so the same may be adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by Kreos until the selling price is paid by the Collateral Agent againstpurchaser thereof, all or but Kreos shall not incur any part liability in case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateralfailure, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the CollateralCollateral may again be sold upon like notice. (e) The Collateral Agent shall not be required Kreos, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to marshal any present or future collateral security (including, but not limited to, this Agreement foreclose the Security Interests and sell the Collateral) for, or other assurances any portion thereof, under a judgment or decree of payment ofa court or courts of competent jurisdiction. (f) To enforce the provisions of this Agreement, Kreos is empowered to request the Obligations or appointment of a receiver from any court of them or competent jurisdiction. The receiver shall have the power to resort to such collateral security or other assurances of payment in any particular order, and all dispose of the Collateral Agent’s in any manner lawful in the jurisdiction in which his appointment is confirmed, including the power to conduct a public or private sale of the Collateral. Kreos may bid at any such public or private sale. (g) GUARANTOR ACKNOWLEDGES THAT THE APPOINTMENT OF A RECEIVER IS INTEGRAL TO KREOS’S REALIZATION OF THE VALUE OF THE COLLATERAL, THAT THERE IS NO ADEQUATE REMEDY AT LAW FOR FAILURE BY GUARANTOR TO COMPLY WITH THE PROVISIONS OF THIS SECTION AND THAT SUCH FAILURE WOULD NOT BE ADEQUATELY COMPENSABLE IN DAMAGES, AND THEREFORE AGREES THAT THE AGREEMENTS CONTAINED IN THIS SECTION MAY BE SPECIFICALLY ENFORCED. (h) All rights hereunder and in respect of such collateral security and other assurances of payment remedies contained herein shall be separate and cumulative and in addition to all other rightsrights and remedies available to a secured party under applicable law, however existing and the exercise of one shall not in any way limit or arisingprejudice the exercise of any other such rights or remedies. (i) If at any time when Kreos shall determine to exercise its right to sell all or any part of the Pledged Investment Property pursuant to subsection (a)(ii) of this Section 16, Guarantor recognizes that Kreos may be unable to effect a public sale of the Pledged Investment Property by the reason of certain prohibitions contained in the Securities Act, or other applicable state or federal laws, and Kreos may therefore resort to one or more private arm’s-length sales thereof to a restricted group of purchasers. To the extent Guarantor agrees that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating such private sales may be at prices and on other terms less favorable to the marshaling of collateral which might cause delay seller than if sold at public sales and that such private arm’s-length sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Kreos shall sell all or impede the enforcement any part of the Collateral Agent’s rights Pledged Investment Property at a price which it deems commercially reasonable under this Agreement or the circumstances. Kreos shall be under any other instrument creating or evidencing no obligation to delay a sale of any of the Obligations Pledged Investment Property 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 under which such other applicable laws, even if the issuer would agree to do so. Subject to the foregoing, Kreos agrees that any sale of the Obligations is outstanding Pledged Investment Property shall be made in a commercially reasonable manner, and Guarantor agrees to use commercially reasonable efforts to cause the issuer or by which any issuers of the Obligations is secured or payment thereof is otherwise assured, andPledged Investment Property contemplated to be sold, to the extent that it lawfully mayexecute and deliver, each Grantor hereby irrevocably waives the benefits of all at Guarantor’s expense, all such lawsinstruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, advisable to exempt the Pledged Investment Property from registration under the provisions of the Securities Act, and to make all amendments to such instruments and documents which, in the opinion of Kreos, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto, and other applicable law. (j) The receipt by Kreos of the purchase money paid at any such sale made by it shall be a sufficient discharge therefor to any purchaser (other than Kreos) of the Collateral, or any portion thereof, sold as aforesaid; and no such purchaser (or his or its representatives or assigns) (other than Kreos), after paying such purchase money and receiving such receipt, shall be bound to see to the application of such purchase money or any part thereof or in any manner whatsoever be answerable for any loss, misapplication or nonapplication of any such purchase money, or any part thereof, or be bound to inquire as to the authorization, necessity, expediency or regularity of any such sale.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The , the Collateral Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Banks all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Collateral Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 9 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license satisfactory. Any Bank may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Collateral to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Collateral, and (ii) to impose such other limitations or conditions in connection with any such sale as the Collateral Agent reasonably deems necessary or advisable in order to comply with the Securities Act of 1933 or any part other law. Each Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent reasonably deems necessary or advisable in order that any such sale of its Collateral may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof upon the Collateral so sold. Each purchaser at any such terms sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of any Pledgor which may be waived, and each Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which such Pledgor has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 5 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker's board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to fix in the extent notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or any other disposition of its respective in separate parcels, as the Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationAgent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, all or any part of the Obligations in such order as but the Collateral Agent shall elect, consistent with the provisions not incur any liability in case of the Securities Purchase Agreements. Any surplus failure of such cash purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or Cash Proceeds held by suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. All remedies of the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations hereunder shall be paid over to whomsoever shall be lawfully entitled to receive the same or as exercised by it in a court of competent jurisdiction shall directcommercially reasonable manner. (c) 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 Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The , the Collateral Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Lender all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Collateral Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 13 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, but only if an Acceleration Default has occurred and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwithis continuing, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agentbroker’s offices board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or satisfactory. The Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Collateral Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (A) to restrict the prospective bidders on or purchasers of any of the Pledged Stock to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Stock, (B) lease, license to cause to be placed on certificates for any or dispose all of the Pledged Stock or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the United States Securities Act of 1933, as amended, and may not be disposed of in violation of the provision of said Act, and (C) to impose such other limitations or conditions in connection with any such sale as the Collateral Agent deems necessary or advisable in order to comply with said Act or any part other law. The Lien Grantor will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof upon the Collateral so sold. Each purchaser at any such terms sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Lien Grantor which may be waived, and the Lien Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Section 9 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of a sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to fix in the extent notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or any other disposition of its respective in separate parcels, as the Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationAgent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, all or any part of the Obligations in such order as but the Collateral Agent shall elect, consistent with not incur any liability in the provisions case of the Securities Purchase Agreements. Any surplus failure of such cash or Cash Proceeds held by purchaser to take up and pay for the Collateral Agent and remaining after so sold and, in the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. (a) If any an Event of Default shall have occurred and be continuing: (a) The Collateral , the Agent may exercise in respect of the Collateral, in addition (or cause its sub-agents to exercise) any other rights and remedies provided for herein or otherwise available to it, all of the remedies available to it (or to such sub-agents) under the Loan Documents. (b) Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Agent may exercise on behalf of the Secured Parties all the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) with respect to any Collateral and, in addition, the affected Collateral), and also may (i) take absolute control of the Collateral, includingAgent may, without limitationbeing required to give any notice, transfer into the Collateral Agent’s name except as herein provided or into the name as may be required by mandatory provisions of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect sell or otherwise dispose of such occupation, and (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 exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. Each Grantor agrees thatTo the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and the Agent (as administrative agent for and representative of the Secured Parties), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, shall be entitled to use and apply all of any part of the Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be a sufficient discharge to the extent notice of sale purchaser or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor purchasers of the time Collateral so sold and place of any public sale such purchaser or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent shall not be obliged to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each To the maximum extent permitted by law, each Grantor hereby waives any claims claim against the Collateral Agent and the Buyers any Secured Party arising by reason of the fact that because the price at which its respective any Collateral may have been sold at such a private sale was less than the price which that might have been obtained at a public sale or was less than the aggregate amount of the Obligationssale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (c) If the Agent sells any of the Collateral upon credit, the Grantors will be credited only with payment actually made by the purchaser, received by the Agent and applied in accordance with Section 14 hereof. In the event the purchaser fails to pay for the Collateral, the Agent may resell the same, subject to the same rights and duties set forth herein. (d) Notice of any such sale of Collateralor other disposition shall be given as required by Applicable Law. In addition to the foregoing, (1) upon written notice to any Each Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon hereby agrees that 10 days’ written notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. (e) For the purpose of enabling the Agent to exercise rights and remedies under this Agreement at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Agent a license (exercisable without payment of royalty or other compensation to the Grantors and subject to any prior notice rights granted by such Grantor to third parties), to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, including in such license access to all media in which any of the Intellectual Propertylicensed items may be recorded or stored and to all computer software and programs (solely to the extent permitted by the relevant licenses therefor) used for the compilation or printout thereof; provided, throughout the universe for such term however, that any trademarks or terms, on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, service marks licensed pursuant to the authority granted foregoing may be used only in Section 6 hereof (connection with goods and services of similar type and similar or greater quality than those theretofore sold by such authority being effective Grantor under such trademark or service xxxx. The use of such license by the Agent may be exercised only upon the occurrence and during the continuance continuation of an Event of Default); provided, execute and deliver on behalf of such Grantorhowever, one that any license 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 sublicense entered into by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral accordance herewith shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, binding upon each Grantor shall be 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 notwithstanding any subsequent cure of collection and the reasonable fees, costs, expenses and other client charges an Event of any attorneys employed by the Collateral Agent to collect such deficiencyDefault. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent , the Company may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Company may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by applicable law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 12 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Company may deem commercially reasonable and/or (B) lease, license satisfactory. The Company may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Company is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Stock to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Stock, (ii) to cause to be placed on certificates for any or all of the Pledged Stock or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Company deems necessary or advisable in order to comply with said Act or any part thereof upon other law. The Pledgor covenants and agrees that it will execute and deliver such terms documents and take such other action as the Company deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Company shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor which may be waived, and the Pledgor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten (10) days’ notice to hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any Grantor of the time and place of any public sale law now existing or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationhereafter adopted. The Collateral Agent notice (if any) of such sale required by Section 8 shall not be obligated to make any sale or other disposition (1) in case of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any a public or private sale from time to time by announcement at sale, state the time and place fixed thereforfor such sale, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) in case of sale at a broker's board or on a securities exchange, state the Collateral Agent mayboard or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at any time and from time to time after and during the continuance of an Event of Defaultsuch board or exchange, upon 10 days’ prior notice to such 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 (3) in the Collateral Agent maycase of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at any time, pursuant to such time or times within ordinary business hours and at such place or places as the authority granted Company may fix 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 notice of such Grantor, one or more instruments of assignment of the Intellectual Property (or sale. At any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.such

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of the Collateral, in addition to any other rights Banks and remedies provided for herein or otherwise available to it, the Agents all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Administrative Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 13 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and/or (B) lease, license satisfactory. Any Bank or dispose Agent may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Administrative Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, (ii) to cause to be placed on certificates for any or all of the Pledged Securities or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Administrative Agent deems necessary or advisable in order to comply with said Act or any part thereof upon other law. Each Pledgor will execute and deliver such terms documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of any Pledgor which may be waived, and each Pledgor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 9 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of any public a sale at a broker's board or on a securities exchange, state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall be applied (after payment not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any amounts payable such failure, such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Notwithstanding any provision of this Agreement to the Collateral Agent contrary, (i) enforcement of the security interest granted hereby in the Pledged Securities and the exercise of any right or remedy with respect to any of the shares of Pledged Securities and the grant of any pledge pursuant to Section 8 hereof5(c) by the Collateral Agent against, all or any part shall be subject to prior approval of the Obligations in such order as various automobile franchisors with whom the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 Obligations Pledgor or any of them its Affiliates has franchise agreements pursuant to which such enforcement, or to resort to exercise of any remedy or right, or grant, without prior approval from such collateral security automobile franchisors may result in the termination of one or other assurances of payment in any particular order, and all of the Collateral Agent’s rights hereunder and in respect more of such collateral security franchise agreements 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede (ii) the enforcement of the Collateral Agent’s rights under this Agreement security interest granted hereby in the shares of Atlantic Auto Finance Corporation pledged hereunder and the exercise of any right or under any other instrument creating or evidencing any remedy with respect thereto shall be subject to the prior consent 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, requisite financing parties with whom Atlantic Auto Finance Corporation has financing agreements set forth on Schedule IV hereto to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits such enforcement or exercise of all any remedy or right without prior approval from such lawsfinancing parties may result in a default under one or more of such agreements.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon default under the Uniform Commercial 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 permitted by law, whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by law, (i) apply the cash, if any, then held by it as Collateral Agent has not theretofore done so) as specified in Section 13 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Administrative Agent or dispose any other Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Administrative Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, (ii) to cause to be placed on any or all of the Pledged Instruments and on certificates for any or all of the Pledged Stock or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provisions of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Administrative Agent deems necessary or advisable in order to comply with said Act or any part thereof upon other law. The Company covenants and agrees that it will execute and deliver such terms documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Company which may be waived, and the Company, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically WAIVES all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 9 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of any public sale at a broker's board or on a securities exchange, state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Administrative Agent againstuntil the selling price is paid by the purchaser thereof, all or but the Administrative Agent shall not incur any part liability in case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent , the Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not the Uniform Commercial Code applies is in effect in the jurisdiction where such rights and remedies are exercised) and, in addition, the Secured Party may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control apply the cash, if any, then held by it as Collateral, and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full then, after ten (10) days written notice by the Secured Party to the Debtors of acceleration of the Secured Obligations, sell the Collateral, includingor any part thereof, without limitation, transfer into the Collateral Agentat public or private sale or at any broker’s name board or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receiveon any securities exchange, for cash, upon credit or for future delivery, at such price or prices as the benefit Secured Party shall deem satisfactory. The Secured Party may require the Debtors to assemble all or any part of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the Collateral Agent Secured Party at a place or places to be designated by the Collateral Agent that Secured Party which is reasonably convenient to both parties, and convenient. Any holder of an Obligation may be the purchaser of any or all of the Collateral Agent may enter into and occupy so sold at any premises owned or leased by any Grantor where public sale (or, if the Collateral is of a type customarily sold in a recognized market or any part thereof is located or assembled for of a reasonable period in order to effectuate type which is the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect subject of such occupation, and (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 salewidely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Collateral 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 Debtors. The Secured Party shall give the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least Debtors ten (10) days’ prior written notice of its intention to make any Grantor such public or private sale or sale at a broker’s board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and in case of any public sale at a broker’s board or on a securities exchange, shall state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Collateral Agent Secured Party shall not be obligated to make such sale pursuant to any sale or other disposition of any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may 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 thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was so the same may be adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the selling price is paid by the purchaser thereof, but the Secured Party shall be applied (after payment not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any amounts payable to the such failure, such Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall may again be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall directsold upon like notice. (cb) In The Secured Party, instead of exercising the event that power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. If any Upon the occurrence of an Event of Default shall have occurred and be continuing: (a) The Collateral Agent during the continuance thereof, Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein one or otherwise available to it, all more of the rights and remedies of a secured party upon default under specified in the Code (whether or not the Code applies to the affected Collateral)Credit Agreement, and also may any one or more of the following rights or remedies: (i) take absolute control notify the obligor on or issuer of the any Collateral or any securities intermediary to make payment to Secured Party of any amounts due or distributable on any 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 in Debtor's name or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral 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 Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale or other disposition Secured Party's name enforce collection of any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public by suit or private sale from time to time by announcement at the time and place fixed thereforotherwise, and such sale mayor surrender, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale release or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that exchange all or any part of such Collateral be marshaled upon it, or compromise, extend or renew for any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) period any such sale of its respective Collateral obligation evidenced by the Collateral Agent shall be made without warrantyCollateral, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth receive and keep in clauses (i) and (ii) above shall not adversely affect its possession or under its control subject to the commercial reasonableness of any such sale Security Interest all proceeds of Collateral. In addition to the foregoing, (1) upon written notice to except that any Grantor money received from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at Secured Party's option, be applied in reduction of the Obligations; (iv) exercise all voting and other rights as a holder of any time Collateral; (v) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including the right to (A) order any securities intermediary to sell any Collateral on any established market or over the counter or to cause any Collateral to be redeemed; (B) give any transfer or redemption order to any issuer of Collateral; or (C) offer and sell Collateral privately to purchasers who will agree to take the Collateral for investment and not with a view to distribution and who will agree to the imposition of restrictive legends on any certificates representing Collateral, and the right to arrange for a sale which would otherwise qualify as exempt from time to time after registration under the Securities Act of 1933; and during the continuance of an Event of Default, upon 10 days’ prior if notice to Debtor of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such Grantor, license, whether general, special notice shall be deemed commercially reasonable if given at least 10 calendar days prior to the date of intended disposition 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 determineother action; and (3vi) the Collateral Agent may, at exercise or enforce any time, pursuant or all other rights or remedies available 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 such Grantor, one Secured Party by law or more instruments of assignment of the Intellectual Property (or agreement against any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale against Debtor or other disposition of the Collateral. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under against any other instrument creating person 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 lawsproperty.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The , the Collateral Agent may exercise in respect of the Collateralmay, in addition to any all other rights and remedies provided for herein granted to it in this Agreement and in any other agreement securing, evidencing or otherwise available relating to itthe U.S. Finance Obligations (including, all without limitation, the right to give instructions or a notice of sole or exclusive control under an Account Control Agreement): (i) exercise on behalf of the Secured Parties all rights and remedies of a secured party upon default under the Code UCC and other applicable laws (whether or not in effect in the Code applies to the affected Collateral)jurisdiction where such rights are exercised) and, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 thereofaddition, (ii) require without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of Law) to or upon any U.S. Loan Party or any other Person (all of which demands and/or notices are hereby waived by each Grantor toU.S. Loan Party), (A) withdraw all cash and each Grantor hereby agrees that it will at its expense and upon request of Liquid Investments in the Collateral Agent forthwithAccounts and apply such cash and Liquid Investments and other cash, assemble all or part of its respective if any, then held by it as Collateral as directed by specified in Section 5.05, (B) give notice and take sole possession and control of all amounts on deposit in or credited to any Deposit Account or Securities Account pursuant to the related Account Control Agreement and apply all such funds as specified in Section 5.05 and (C) if there shall be no such cash, Liquid Investments or other amounts or if such cash, Liquid Investments and other amounts shall be insufficient to pay all the U.S. Finance Obligations in full or cannot be so applied for any reason, collect, receive, appropriate and realize upon the Collateral Agent and/or sell, assign, give an option or options to purchase or otherwise dispose of and make it available to deliver the Collateral Agent at a place (or places contract 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 do so) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 office of the Collateral Agent’s offices Agent or elsewhereelsewhere in such manner as is commercially reasonable and as the Collateral Agent may deem best, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or satisfactory. (Bb) leaseIf any Event of Default has occurred and is continuing, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) give each U.S. Loan Party not less than 10 days’ prior written notice to any Grantor of the time and place of any public sale or the time after which any private sale or other intended disposition of any of the Collateral permitted by this Article V, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall (i) in the case of a public sale, state the time and place fixed for such sale, (ii) in the case of a private sale, state the day after which such sale may be consummated, (iii) contain the information specified in Section 9613 of the UCC, (iv) be authenticated and (v) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Collateral Agent fails to comply with this sentence in any respect, its respective liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Collateral Agent and each U.S. Loan Party agree that such notice constitutes reasonable notification within the meaning of Section 9611 of the UCC. Except as otherwise provided herein, each U.S. Loan Party hereby waives, to the extent permitted by applicable Law, notice and judicial hearing in connection with the Collateral Agent’s taking possession or disposition of any of the Collateral. (c) The Collateral Agent or any Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is to of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each U.S. Loan Party will execute and deliver such documents and take such other action as the Collateral Agent deems necessary in order that any such sale may be made in compliance with Law. Upon any such sale, the Collateral Agent shall constitute reasonable notificationhave the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. 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 in the notice of such sale. At any such sale, the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, may be made at any time or place to which the same may be so adjourned without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. (d) For the purpose of enforcing any and all rights and remedies under this Agreement, the Collateral Agent may, if any Event of Default has occurred and is continuing, (i) require each U.S. Loan Party to, and each U.S. Loan Party agrees that it will, at its expense and upon the request of the Collateral Agent, reasonably promptly assemble, store and keep all or any part of the Obligations in such order Collateral as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held directed by the Collateral Agent and remaining after make it available at a place designated by the indefeasible payment Collateral Agent which is, in full the Collateral Agent’s opinion, reasonably convenient to the Collateral Agent and such U.S. Loan Party, whether at the premises of such U.S. Loan Party or otherwise, it being understood that such U.S. Loan Party’s obligation so to deliver such Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such U.S. Loan Party of such obligation; (ii) to the extent permitted by applicable Law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral is or may be located, and without charge or liability to any U.S. Loan Party, seize and remove such Collateral from such premises; (iii) have access to and use such U.S. Loan Party’s books and records relating to the Collateral; and (iv) prior to the disposition of such Collateral, store or transfer it without charge in cash or by means of any storage or transportation facility owned or leased by such U.S. Loan Party, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any Intellectual Property, Computer Hardware or technical process used by such U.S. Loan Party. The Collateral Agent may also render any or all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same Collateral unusable at any U.S. Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or as a court of competent jurisdiction shall directcosts. (ce) In If any Event of Default has occurred and is continuing, the event Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to this Section 5.03, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition institute and maintain such suits and proceedings as the Collateral Agent may deem appropriate to protect and enforce the rights vested in it by this Agreement. (f) If any Event of Default has occurred and is continuing, the Collateral Agent shall, to the extent permitted by applicable Law, without notice to any U.S. Loan Party or any party claiming through any U.S. Loan Party, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the U.S. Finance Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Collateral Agent) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the proceeds profits, revenues and other income of the property constituting the whole or any such salepart of the Collateral be segregated, collection or realization are insufficient to pay all amounts to which sequestered and impounded for the benefit of the Collateral Agent and the Buyers are legally entitledSecured Parties, and each Grantor U.S. Loan Party irrevocably consents to the appointment of such receiver or receivers and to the entry of such order. (g) Each U.S. Loan Party agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption Law, or any Law permitting it to direct the order in which the Collateral shall be liable for sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the deficiencyperformance or enforcement of this Agreement, together with interest thereon and each U.S. Loan Party hereby waives all benefit or advantage of all such Laws. Each U.S. Loan Party covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent, the Administrative Agent or any other Secured Party in any Finance Document. (h) Each U.S. Loan Party, to the extent it may lawfully do so, on behalf of itself and all who claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to judicial proceedings or under any foreclosure or any enforcement of this Agreement, and consents and agrees that all of the Collateral may at any such sale be offered and sold as an entirety. (i) Each U.S. Loan Party waives, to the highest rate specified extent permitted by Law, presentment, demand, protest and any notice of any kind (except the notices expressly required hereunder or in the Notes for interest on overdue principal thereof or such other rate as shall be fixed by applicable law, together Finance Documents) in connection with the costs of collection this Agreement and the reasonable fees, costs, expenses and other client charges of any attorneys employed action taken by the Collateral Agent with respect to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon after default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Administrative Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of the Collateralwithdraw all cash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers apply it as specified in Section 13 and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agentbroker’s offices board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may reasonably deem commercially reasonable and/or (B) lease, license satisfactory. Any Secured Party may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Administrative Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (a) to restrict the prospective bidders on or purchasers of any of the Pledged Equity Interests to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Equity Interests, (b) to cause to be placed on certificates for any or all of the Pledged Equity Interests or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933, as amended, and may not be disposed of in violation of the provision of said Act, and (c) to impose such other limitations or conditions in connection with any such sale as the Administrative Agent reasonably deems necessary or advisable in order to comply with said Act or any part thereof upon other law. Each Obligor will execute and deliver such terms documents and take such other action as the Administrative Agent reasonably deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of any Obligor which may be waived, and each Obligor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice of such sale required by Section 9 shall (101) days’ notice to any Grantor in the case of a public sale, state the time and place fixed for such sale, (2) in the case of any public a sale at a broker’s board or on a securities exchange, state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against , subject to the Collateral Administrative Agent and giving the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral notice required to more than one offeree, and waives all rights that any Grantor may have be given pursuant to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of CollateralSection 9. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Administrative Agent againstuntil the selling price is paid by the purchaser thereof, all or but the Administrative Agent shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Notwithstanding the commercial reasonableness foregoing, the parties hereto acknowledge and agree that the exercise of any sale or other disposition remedies set forth in this Section with respect to any Pledged Equity Interests issued by any Issuer that is a Foreign Subsidiary is subject to, and may be made only in accordance with, the applicable laws of the Collateraljurisdiction where such Issuer is incorporated. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event Upon the occurrence of a Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateralcontinuance thereof, in addition to any and all other rights and remedies provided for herein or otherwise available to itthat the Secured Party may then have hereunder, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as enacted in the State of Texas (whether or not the Code applies to the affected Collateral"Code"), and also may or otherwise, the Secured Party at its option may, subject to any limitation or restriction imposed by any applicable bankruptcy, insolvency, or debtor-relief law, (i) take absolute control of the Collateralafter notification required pursuant to Section 3.03 hereof, including, without limitation, transfer into the Collateral Agent’s name sell or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 saledispose of, at any the Pledgor's principal place of the Collateral Agent’s offices business, or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective 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 Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral chosen 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization uponSecured Party, all or any part of the Collateral shall Assets, and any such sale or other disposition may be applied as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (after payment it being agreed that the sale of any amounts payable part of the Assets shall not exhaust the Secured Party's power of sale, but sales may be made from time to time until all of the Collateral Agent pursuant Assets have been sold or until the Obligations have been paid in full), and at any such sale it shall not be necessary to Section 8 hereofexhibit the Assets; (ii) by the Collateral Agent againstreduce its claim to judgment, foreclose, or otherwise enforce its security interest in all or any part of the Obligations in such order as Collateral by any available judicial procedure; (iii) with the consent of the Pledgor, retain the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all complete satisfaction of the Obligations whenever the circumstances are such that the Secured Party is entitled to do so under the Code, provided only that the Secured Party comply with all applicable procedural requirements imposed by the Code; (iv) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof; (v) buy the Collateral at any public sale; and (vi) buy the Collateral at any private sale if the collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. The Secured Party shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct. (c) In the event that apply the proceeds of any such distribution, sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) The Collateral Agent shall not be required in the following order: first, to marshal any present or future collateral security (the payment of all of its reasonable expenses incurred as a result of the Pledgor's Default, including, but not limited to, this Agreement holding and preparing the Collateral) for, or other assurances of payment ofany part thereof, the Obligations or any of them or to resort to such collateral security for sale or other assurances of payment disposition, in any particular orderarranging for such sale or other disposition, and all of in actually selling the Collateral Agent’s rights hereunder same; and in respect of such collateral security and other assurances of second, toward payment shall be cumulative and in addition to all other rights, however existing or arising. To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 Obligations or under which in such order and manner as the Secured Party, in its discretion, may deem advisable. Except in the case of clause (iii) above, the Secured Party shall remit to the Pledgor any of surplus. If the proceeds are not sufficient to satisfy the Obligations is outstanding or by which in full, the Pledgor shall remain personally liable for 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 lawsdeficiency with respect thereto.

Remedies Upon Event of Default. If any an Event of Default shall have occurred and be continuing: (a) The , the Collateral Agent Agent, may without notice to the Pledgor, exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to itit (whether in equity or in law), all of the rights and remedies available to it, all rights and remedies of a secured party upon on default under Article 9 of the Code (whether or not the Code applies to the affected Collateral)Uniform Commercial Code, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (iii) without notice except as specified below and without any obligation to prepare or process the Collateral for salebelow, (A) sell the Collateral or any part thereof in one or more parcels thereof, at public or private sale, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price delivery or prices and upon such other terms as the Collateral Agent may deem reasonably believe are commercially reasonable and/or (B) leasewithout assumption of any credit risk, license or dispose with the right of the Collateral Agent to purchase all or any part thereof of the Collateral so sold at any such sale or sales, public or private, free of any equity or right of redemption in the Pledgor, which right of equity is, to the extent permitted by applicable law, hereby expressly waived or released by the Pledgor. The Collateral Agent shall be authorized at any such sale (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 Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such terms as sale the Collateral Agent may deem shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonablereasonable manner. Each Grantor such purchaser at any such sale (including the Collateral Agent) shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which 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. The Pledgor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ Business Days' prior written notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationnotice within the meaning of Section 9-611 of the Uniform Commercial Code. 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 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 or other disposition of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of such Collateral shall have been given. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of case any sale of or collection from, or other realization upon, all or any part of the Collateral is made on credit or for future delivery, the 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 be applied (after payment not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any amounts such failure, such Collateral may be sold again upon like notice. At any public sale made pursuant to this Section 6, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by law) from any equity or right of redemption, stay or appraisal on the part of the Pledgor (all said rights being also hereby expressly waived and released to the extent permitted by law), the 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 Collateral Agent pursuant or any other Secured Party from the Pledgor as a credit against the purchase price, and the Secured Parties may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to Section 8 the Pledgor therefor. For purposes hereof) by , a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent againstshall be free to carry out such sale pursuant to such agreement, all and the Pledgor shall be entitled to the return of the Collateral or any part 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; provided, however, that in the event the Obligations shall have been paid in full, the Pledgor shall be entitled to the return of the Obligations proceeds of the sale of any such Collateral to the extent not applied to payment of the Obligations. 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 such order equity to foreclose upon the Collateral pursuant to 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. All of the rights and remedies granted to the Collateral Agent, including but not limited to the foregoing, shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall directmay deem expedient. (c) 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 Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have has occurred and be is continuing: (a) The Collateral Agent , the Indenture Trustee may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all Holders of the Notes all rights and remedies of a secured party upon default under applicable law and, in addition, the Code (whether Indenture Trustee may, without being required to give any notice, except as provided in the Indenture or not the Code applies to the affected Collateral)as may be required by mandatory provisions of law, and also may (i) take absolute control of the Collateralapply all cash, includingif any, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto then held by it 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 its respective the Collateral as directed by specified in Section 5.3 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full, sell the Collateral Agent and make it available to the 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 (including each applicable Funding Agreement) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Indenture Trustee may deem commercially reasonable and/or (B) lease, license satisfactory. Any Holder may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). The Trust will execute and deliver such terms documents and take such other action as the Indenture Trustee deems 75 necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Trust which may be waived, and the Trust, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten specifically waives all rights of redemption, stay or appraisal which it has or may have under any law. The notice (10if any) days’ notice to any Grantor of such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Indenture Trustee may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Indenture Trustee may determine. The Collateral Agent Indenture Trustee shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstIndenture Trustee until the selling price is paid by the purchaser thereof, all or but the Indenture Trustee shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection or realization are insufficient to pay all amounts to which such Collateral may again be sold upon like notice. The Indenture Trustee, instead of exercising the Collateral Agent and the Buyers are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified power of sale conferred upon it in the Notes for interest on overdue principal thereof Indenture, may proceed by a suit or such other rate as shall be fixed by applicable law, together with the costs of collection suits at law or in equity to foreclose a Security Interest and the reasonable fees, costs, expenses and other client charges of sell any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincialCollateral, or federal law requirements in connection with any portion thereof, under a disposition judgment or decree of the Collateral, such compliance will not adversely affect the commercial reasonableness a court or courts of any sale or other disposition of the Collateralcompetent jurisdiction. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of itself and the Collateral, in addition to any other Lenders all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies to jurisdiction where such rights are exercised) and, in addition, the affected Collateral), and also Administrative Agent may (i) take absolute control of the Collateralwithdraw all cash, includingif any, without limitation, transfer into in the Collateral Agent’s name or into the name of its nominee or nominees (to the extent Account and investments made with amounts on deposit in the Collateral Agent has not theretofore done so) Account, and thereafter receiveapply such monies, for the benefit of the investments and other cash, if any, then held by it as Collateral Agent, all payments made thereon, give all consents, waivers as specified in Section 10 hereof and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor toif there shall be no such monies, and each Grantor hereby agrees that it will at its expense and upon request of investments or cash or if such monies, investments or cash shall be insufficient to pay all the Collateral Agent forthwithSecured Obligations in full, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Administrative Agent or dispose any Lender may be the purchaser of any or all of the Collateral or so sold at any part thereof upon such terms as public sale (or, if the Collateral Agent may deem commercially reasonableis of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted under applicable law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor agrees thatwill execute and deliver such documents and take such other action as the Administrative Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold (without warranty). Each purchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of any Grantor. To the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice of such sale shall be given to the applicable Grantor ten (10) days’ notice days prior to any Grantor such sale and (A) in case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Administrative Agent may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives In case of any claims against the Collateral Agent and the Buyers arising by reason sale of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be marshaled sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any sale portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency. (public or privateb) thereof. Each Grantor hereby acknowledges that For the purpose of enforcing any and all rights and remedies under this Agreement, the Administrative Agent may if an Event of Default has occurred and is continuing (i) require each Grantor to, and each Grantor agrees that it will, at its expense and upon the request of the Administrative Agent, forthwith assemble all or any such sale part of its respective the Collateral as directed by the Collateral Administrative Agent shall be made without warrantyand make it available at a place designated by the Administrative Agent which is, in the Administrative Agent's opinion, reasonably convenient to the Administrative Agent and such Grantor, whether at the premises of such Grantor or otherwise, (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral Agent is or may specifically disclaim any warranties of titlebe located and, possessionwithout charge or liability to the Administrative Agent, quiet enjoyment or the likeseize and remove such Collateral from such premises, and (iii) have access to and use such actions set forth Grantor's books and records relating to the Collateral and (iv) prior to the disposition of the Collateral, store or transfer such Collateral without charge in clauses or by means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and to the extent the Administrative Agent deems appropriate and, in connection with such preparation and disposition, use without charge any Trademark, trade name, Copyright, Patent or technical process used by such Grantor. (c) Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing, (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoingAdministrative Agent may license, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such Grantor, licensesublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of Patents or Trademarks included in the Intellectual Property, Collateral throughout the universe world for such term or terms, on such conditions, conditions and in such manner, manner as the Collateral Administrative Agent shall in its sole discretion determine; and ; (3ii) the Collateral Administrative Agent maymay (without assuming any obligations or liability thereunder), at any time and from time to time, pursuant enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Grantor in, to and under any Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, provided, that no such actions shall result in the failure of such Patent Licenses or Trademark Licenses to remain in compliance with all Applicable Law, and each Grantor hereby releases the Administrative Agent and each of the Lenders from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect thereto except with respect to the authority granted in Section 6 hereof gross negligence or willful misconduct of the Administrative Agent or the Lenders; and (such authority being effective iii) upon request by the occurrence and during the continuance of an Event of Default)Administrative Agent, each Grantor will execute and deliver on behalf to the Administrative Agent a power of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof)attorney, in form suitable and substance satisfactory to the Administrative Agent, for filing, recording or registration in any country. (b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect implementation of any sale of lease, assignment, license, sublicense, grant or collection fromoption, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of a Patent or Trademark. In the Collateral. (e) The Collateral Agent shall not be required event of any such disposition pursuant 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 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 maySection, each Grantor hereby agrees that it will not invoke any law shall supply its know-how and expertise relating to the marshaling of collateral which might cause delay in or impede the enforcement manufacture and sale of the Collateral Agent’s rights under this Agreement products bearing Trademarks or under any the products or services made or rendered in connection with Patents, and its customer lists and other instrument creating records relating to such Patents or evidencing any Trademarks and to the distribution 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, andsaid products, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such lawsAdministrative Agent.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent , the Secured Party may exercise all the rights of a secured party under the UCC (whether or not in respect effect in the jurisdiction where such rights are exercised) and, in addition, the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral as specified in Section 14 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, sell the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 entirety or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under lawthereof, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable and/or (B) lease, license satisfactory. Any Secured Party may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Secured Party is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Securities to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Securities, (ii) to cause to be placed on certificates for any or all of the Pledged Securities or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Secured Party deems necessary or advisable in order to comply with said Act or any part thereof upon other law. The Pledgor covenants and agrees that it will execute and deliver such terms documents and take such other action as the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor which may be waived, and the Pledgor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 9 shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of any public sale at a broker's board or on a securities exchange, state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Secured Party may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Secured Party may determine. The Collateral Agent Secured Party shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may 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 thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstSecured Party until the selling price is paid by the purchaser thereof, all or but the Secured Party shall not incur any part liability in case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. (a) If any Event of Default shall have occurred and be continuing: (a) The , the Collateral Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon default under the Code (whether or not the Code applies to the affected Collateral)UCC and, and also may (i) take absolute control of the Collateralin addition, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under lawmay, without obligation to resort to other security under any Grantor other Security Documents or to recourse against any other guarantor (including without limitation the Subsidiary or any other Guarantor Subsidiary), surety or other person liable, and without being required to give any notice, except as herein provided or as may be required by mandatory provisions of applicable law, (a) apply the cash, if any, then held by it as Collateral as specified in respect of such occupationSection 12, and (iiib) without notice except as specified below and without any obligation if there shall be no such cash or if such cash shall be insufficient to prepare or process pay all the Collateral for saleSecured Obligations in full, (A) sell the Collateral or any part parts thereof in one or more parcels at public or private sale, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Agent, acting reasonably, may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationsatisfactory. The Collateral Agent shall not or any other Secured Party may be obligated to make the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations at any private sale) and thereafter hold the same, absolutely, free from any equity or right of redemption, or other disposition right or claim of whatsoever kind. (b) Notwithstanding anything to the contrary contained herein or any Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforother Loan Document, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against neither the Collateral Agent nor any Secured Party shall, without first obtaining approval of a Governmental Authority, take any action pursuant to this Pledge Agreement or any other Loan Document which would constitute or result in an assignment of any License held by the Pledgor, the Subsidiary or any of its subsidiaries, or which would constitute a transfer of control of the Subsidiary or any of its subsidiaries that hold a License (including without limitation, any voting of the Pledged Stock), if such assignment or transfer would require, under the existing applicable law, the prior approval of such Governmental Authority. The Pledgor agrees to take, and the Buyers arising by reason of Pledgor agrees to cause the fact that the price at which its respective 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 Collateral Agent accepts the first offer received Subsidiary and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale each of its respective Collateral by the Collateral Agent shall be made without warrantysubsidiaries to take, (ii) the Collateral Agent may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof (such authority being effective each case upon the occurrence and during the continuance of an Event of Default), execute any action that the Collateral Agent may reasonably request in order to obtain from any Governmental Authority such approval as may be necessary to enable the Collateral Agent to transfer the Pledged Securities pursuant to this Pledge Agreement, the Loan Documents and deliver each other agreement, instrument and document delivered to the Collateral Agent in connection herewith and therewith, including specifically, at the expense of the Pledgor, the use of the Pledgor's and the Subsidiary's and each of its subsidiaries' commercially reasonable efforts to assist in obtaining approval of such Governmental Authority for any action or transaction contemplated by this Agreement for which such approval is or shall be required by law, and specifically, without limitation, upon request, to prepare, sign and file with such Governmental Authority, the assignor's or transferor's portion of any application or applications for consent to the transfer of any Pledged Securities necessary or appropriate under the rules and regulations of such Governmental Authority for approval of any sale or sales of any of the Collateral by or on behalf of such Grantor, one or more instruments of assignment of the Intellectual Property (Collateral Agent or any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held assumption by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent of voting rights relating thereto effected in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) by the Collateral Agent against, all or any part of the Obligations in such order as the Collateral Agent shall elect, consistent accordance with the provisions terms of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall directthis Agreement. (c) 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 Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Upon the occurrence of an Event of Default shall have occurred and be continuing: (a) The Collateral Agent during the continuance thereof, Secured Party may exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein one or otherwise available to it, all more of the rights and remedies of a secured party upon default under specified in the Code (whether Credit Agreement or not in the Code applies to the affected Collateral)Guaranty, and also may any one or more of the following rights or remedies: (i) take absolute control notify the obligor on or issuer of the any Collateral or any securities intermediary to make payment to Secured Party of any amounts due or distributable on any 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 toreceive and keep in its possession or under its control subject to the Security Interest all proceeds of Collateral, and each Grantor hereby agrees except that it will any money received from the Collateral may, at its expense and upon request Secured Party's option, be applied in reduction of the Secured Obligations; (iii) exercise all voting and other rights as a holder of any Collateral; (iv) exercise and enforce any or all rights and remedies available upon default to a secured party under the Uniform Commercial Code, including the right to (A) order any securities intermediary to sell any Collateral Agent forthwith, assemble all on any established market or part over the counter or to cause any Collateral to be redeemed; (B) give any transfer or redemption order to any issuer of its respective Collateral; or (C) offer and sell Collateral as directed by privately to purchasers who will agree to take the Collateral Agent for investment and make it available not with a view to distribution and who will agree to the Collateral Agent at a place or places to be designated by the Collateral Agent that is reasonably convenient to both partiesimposition of restrictive legends on any certificates representing Collateral, and the Collateral Agent may enter into right to arrange for a sale which would otherwise qualify as exempt from registration under the Securities Act of 1933; and occupy if notice to Debtor of any premises owned or leased by any Grantor where the intended disposition of Collateral or any part thereof other intended action is located or assembled for required by law in a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under lawparticular instance, without obligation to any Grantor in respect of such occupation, and (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 Collateral 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 Agent may deem shall be deemed commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, if given at least 10 calendar days prior to the extent notice date of sale or any other intended disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective 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 Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 determineaction; and (3v) the Collateral Agent may, at exercise or enforce any time, pursuant or all other rights or remedies available 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 such Grantor, one Secured Party by law or more instruments of assignment of the Intellectual Property (or agreement against any application or registration thereof), in form suitable for filing, recording or registration in any country. (b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale against Debtor or other disposition of the Collateral. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights under this Agreement or under against any other instrument creating person 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 lawsproperty.

Remedies Upon Event of Default. If any Event of Default shall have occurred and be continuing: (a) The Collateral , the Security Agent may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, Secured Parties all of the rights and remedies of a secured party upon default under the Uniform Commercial Code (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Security Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of apply the Collateralcash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 13 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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, sale or at any of the Collateral Agent’s offices broker's board or elsewhereon any securities exchange, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Security Agent may deem commercially reasonable and/or (B) lease, license satisfactory. Any Bank may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Security Agent is authorized, in connection with any such sale, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Pledged Stock to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such Pledged Stock, (ii) to cause to be placed on certificates for any or all of the Pledged Stock or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Security Agent deems necessary or advisable in order to comply with said Act or any part thereof upon such terms as the Collateral Agent may deem commercially reasonableother law. Each Grantor agrees thatwill execute and deliver such documents and take such other action as the Security Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Security Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Grantors which may be waived, and each Grantor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 9 shall (1) in the case of a public sale, state the time and place fixed for such sale, (2) in the case of any public a sale at a broker's board or on a securities exchange, state the time after board or exchange at which any private such sale or other disposition of its respective Collateral is to be made and the day on which the Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Security Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Security Agent may determine. The Collateral Security Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Security Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Security Agent againstuntil the selling price is paid by the purchaser thereof, all or but the Security Agent shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Security Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. If prior to April 15, 2007, (i) any Event of Default shall have occurred and be continuing and (ii) the Trustee, by notice to the Grantor, or the Holders of at least 25% in aggregate principal amount of the Securities at the time outstanding by written notice to the Grantor and the Trustee, may declare the Notes due and payable at their principal amount together with any accrued and unpaid interest; provided if an Event of Default specified in clauses (g) or (h) of Section 5.01 of the Indenture occurs and is continuing, then the principal and any accrued and unpaid interest on all the Securities shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders, then: (a) The Collateral Agent Trustee may exercise in respect of the Collateralexercise, in addition to any all other rights and remedies provided for herein given by law or otherwise available to itby this Agreement or the Indenture, all of the rights and remedies with respect to the Collateral of a secured party upon default under the Uniform Commercial Code (whether or not the Code applies as in effect from time to the affected Collateral), time in any relevant jurisdiction and also may (i) take absolute control of the Collateralmay, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (iii) without notice except as specified below and without below, (i) sell, redeem or liquidate any obligation to prepare of the Collateral, (ii) transfer any or process all of the Collateral for saleto any account designated by the Trustee, including an account or accounts established in the Trustee’s name, (Aiii) register title to any Collateral in any name specified by the Trustee, including the name of the Trustee or any of its nominees or agents, without reference to any interest of the Grantor, or (iv), sell the Collateral or any part thereof in one or more parcels at any broker’s board or at public or private sale, in one or more sales or lots, at any of the Collateral AgentTrustee’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 Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or any part thereof upon such terms as the Collateral Agent Trustee may deem commercially reasonable. Each The Grantor agrees that the Collateral is of a type customarily sold on recognized markets and, accordingly, that no notice to any Person is required before any sale of any of the Collateral pursuant to the terms of this Agreement; provided, however that, without prejudice to the foregoing, to the extent notice of any such sale or any other disposition of its respective Collateral shall be required by law, the Grantor agrees that at least ten (10) days’ notice to any the Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notification. The Collateral Agent Trustee shall not be obligated to make any sale or other disposition of any Collateral regardless of notice of sale having been given. The Collateral Agent Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives The purchaser of any claims against or all Collateral so sold shall thereafter hold the same absolutely free from any claim, encumbrance or right of any kind whatsoever created by or through the Grantor. Any sale of the Collateral Agent and conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Buyers arising by reason Collateral shall be deemed to be commercially reasonable. The Trustee or any Holder of Securities may, in its own name or in the name of a designee or nominee, buy any of the fact that the price Collateral at which its respective Collateral may have been sold at a private sale was less than the price which might have been obtained at a any public sale or was less than the aggregate amount of the Obligationsand, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective Collateral permitted 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent mayapplicable law, at any time private sale. All expenses (including court costs and from time to time after reasonable attorneys’ fees, expenses and during disbursements) of, or incident to, the continuance enforcement of an Event of Default, upon 10 days’ prior notice to such Grantor, license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of the Intellectual Propertyprovisions hereof shall be recoverable from the proceeds of the sale or other disposition of the Collateral. If there are insufficient Pledged Securities together with proceeds of Pledged Securities and other Collateral in the Pledge Account to make any required payment on the Secured Obligations, throughout the universe for such term or terms, on such conditions, and in such manner, as the Collateral Agent Grantor shall in its sole discretion determine; and (3) the Collateral Agent may, at any time, pursuant be liable 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 such Grantor, one or more instruments of assignment of the Intellectual Property (or Trustee for any application or registration thereof), in form suitable for filing, recording or registration in any countrydeficiency. (b) Any All cash held by the Collateral Agent as Collateral and all Cash Proceeds proceeds received by or on behalf of the Collateral Agent Trustee in respect of any sale of or of, collection from, or other realization upon, upon all or any part of the Collateral shall may, following the payment of the reasonable fees and expenses of the Trustee and the Pledged Securities Intermediary, be held by the Trustee (or by the Pledged Securities Intermediary on its behalf) as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Collateral Agent Trustee pursuant to Section 8 hereof14) in whole or in part by the Collateral Agent against, all or any part of the Obligations in such order Trustee as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.follows:

Remedies Upon Event of Default. If any Upon the occurrence of an Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of hereunder, the CollateralSecured Party may, in addition its sole discretion and without notice to or demand upon Pledgor, declare immediately due and payable the Promissory Note secured hereby and exercise any other rights and remedies provided for herein one or otherwise available to it, all more of the rights and remedies granted pursuant to this Agreement or provided by law. In furtherance of a secured party upon default under the Code (whether or Secured Party's rights and remedies hereunder and not in limitation thereof, the Code applies Secured Party shall have full power and authority to sell, assign, transfer and deliver the affected Collateral), and also may (i) take absolute control whole 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 thereof, in such order to effectuate as the Collateral Agent’s rights and remedies hereunder or under lawSecured Party may elect, without obligation to any Grantor in respect of such occupation, and (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 in accordance with the Georgia Uniform Commercial Code, or other applicable law or agreement, at such price or prices, and upon such terms and conditions as the Secured Party in its sole discretion may determine, and to apply the proceeds remaining after deducting all costs of sale, at in payment or reduction of the Promissory Note in such order as the Secured Party, in its sole discretion, may determine. At any such sale, the Secured Party may, if it be the highest bidder, purchase any or all of the Collateral so sold, free from any right of redemption in Pledgor, and may apply any unpaid portion of the Promissory Note on account of or in full satisfaction of the purchase price. Upon the occurrence of an Event of Default hereunder, the Secured Party also shall have the right to surrender, redeem or collect any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and at apply the proceeds thereof to the Promissory Note in such price or prices and upon such other terms order as the Collateral Agent Secured Party, in its sole discretion, may deem commercially reasonable and/or (B) lease, license or dispose determine. If any notification to Pledgor of an intended disposition by the Secured Party of any of the Collateral or any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten (10) days’ notice days before such disposition. For the purposes aforesaid, the Secured Party is authorized in Pledgor's name to sign and execute any Grantor of the time and place of any public sale transfer, conveyance or the time after instrument in writing which any private sale may be necessary or other disposition of its respective 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 Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be liable for the deficiency, together with interest thereon at the highest rate specified lawful 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiencypremises. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of the Collateral, including, without limitation, transfer into withdraw all cash and Liquid Investments in the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Accounts and apply such cash and Liquid Investments and other cash, if any, then held by it as Collateral Agent has not theretofore done so) as specified in Section 9 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or Liquid Investments or if - such cash and Liquid Investments shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Agent or dispose any other Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). The Debtor will execute and deliver such terms documents and take such other action as the Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Debtor which may be waived, and the Debtor, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 6 shall (1) in case of a public sale, state the - time and place fixed for such sale, and (2) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Agent may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Agent may determine. The Collateral Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, all or but the Agent shall not incur any part liability in case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which foreclose the Collateral Agent Security Interests and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of sell the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of the Collateral. (e) 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 Obligations or any portion thereof, under a judgment or decree of them a court or to resort to such collateral security or other assurances courts 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscompetent jurisdiction.

Remedies Upon Event of Default. If any an Event of Default (as such term is defined in the Notes) shall have occurred and be continuing: (a) The Collateral , the Agent may exercise in respect of the Collateralexercise, in addition to any all other rights and remedies provided for herein granted in this Agreement and in any other instrument or otherwise available agreement, securing, evidencing or relating to itthe Secured Obligations, all of the rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in the State of New York. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest advertisement or notice of any kind (whether except any notice required by law referred to below) to or not upon the Code applies to the affected CollateralPledgor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and also realize upon the Collateral, or any part thereof, and/or may (i) take absolute control forthwith sell, assign, give option or options to purchase or otherwise dispose of all or any part of the Collateral, includingat public or private sale or at any broker's board or on any securities exchange, without limitationupon such terms and conditions as it may deem advisable and at such prices as it may deem best, transfer into for cash, upon credit or for future delivery as the Collateral Agent’s name Agent shall deem appropriate. Any such sale or into disposition shall be conducted and shall conform to the name standards of its nominee commercial reasonableness as provided in the Uniform Commercial Code as in effect in the State of New York to the extent applicable to such sale or nominees disposition. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and appraisal which the Collateral Agent Pledgor now has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 time in the future have under any rule of the Collateral Agent’s offices law or elsewhere, for cash, on credit statute now existing or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable and/or (B) lease, license or dispose of the Collateral or hereafter enacted. If any part thereof upon such terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of a proposed sale or any other disposition of its respective Collateral shall be required by law, at least the Agent shall give the Pledgor ten (10) days’ ' written notice to any Grantor (which the Pledgor agrees is reasonable notice within the meaning of the time and place Uniform Commercial Code as in effect in New York) of the Agent's intention to make any public sale or the time after which any private sale or other disposition of its respective Collateral 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 constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Agent and the Pledgees may (in their sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale or other disposition of any Collateral if they shall determine not to do so, regardless of the fact that notice of sale having of such Collateral shall have been given. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect of case any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to is made on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the sale price is paid by the purchaser or purchasers thereof, all but the Agent shall not incur any liability in case any such purchaser or any part of the Obligations in such order as purchasers shall fail to take up and pay for the Collateral Agent shall electso sold and, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such sale, collection or realization are insufficient to pay all amounts to which the Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateralfailure, such compliance will not adversely affect the commercial reasonableness of Collateral may be sold again upon like notice. At any public sale or other disposition of the Collateral. (e) The Collateral Agent shall not be required made pursuant 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assuredSection 6, and, to the extent that it lawfully permitted by applicable law, at any private sale, the Agent or any Pledgee may bid for or purchase from any right of redemption, stay or appraisal on the part of the Pledgor (all said rights being also hereby waived and released to the extent permitted by applicable law), with respect to the Collateral or any part thereof offered for sale and such Pledgee may make payment on account thereof by using any claim then due and payable to such Pledgee from the Pledgor as a credit against the purchase price, and such Pledgee may, each Grantor hereby irrevocably waives upon compliance with the benefits terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Agent shall be free to carry out such sale and purchase pursuant to such agreement, and the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent or the Pledgees shall have entered into such an agreement all such lawsEvents of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this 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.

Remedies Upon Event of Default. (A) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the 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 UCC (to the extent permitted by law, whether or not in effect in the jurisdiction where such rights are exercised) and, in addition, the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash and Liquid Investments in the Collateral Agent has not theretofore done so) Account and thereafter receiveapply such monies, for the benefit of the Liquid Investments and other cash, if any, then held by it as Collateral Agent, all payments made thereon, give all consents, waivers as specified in Section 9 and ratifications in respect thereof and otherwise act with respect thereto as though it were the outright owner thereof, (ii) require each Grantor toif there shall be no such monies, and each Grantor hereby agrees that it will at its expense and upon request of Liquid Investments or cash or if such monies, Liquid Investments or cash shall be insufficient to pay all the Collateral Agent forthwithSecured Obligations in full, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem satisfactory so long as the sale is conducted in a commercially reasonable and/or (B) lease, license manner. The Administrative Agent or dispose any other Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. The Company will execute and deliver such terms documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely, free from any claim or right of whatsoever kind, including any equity or right of redemption of the Company which may be waived, and the Company, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 6 shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Administrative Agent may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall be applied (after payment not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any amounts payable such failure, such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Collateral Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (B) For the purpose of enforcing any and all rights and remedies under this Agreement the Administrative Agent pursuant to Section 8 hereofmay (i) by require the Collateral Agent againstCompany to, and the Company agrees that it will, at its expense and upon the request of the Administrative Agent, forthwith assemble all or any part of the Obligations in such order Collateral as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held directed by the Collateral Administrative Agent and remaining after make it available at a place designated by the indefeasible payment Administrative Agent which is, in full in cash of all of its opinion, reasonably convenient to the Obligations shall be paid over to 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 Collateral Administrative Agent and the Buyers are legally entitledCompany, each Grantor shall be liable for the deficiency, together with interest thereon whether at the highest rate specified in premises of the Notes for interest on overdue principal thereof Company or such other rate as shall be fixed otherwise, (ii) to the extent permitted by applicable law, together enter, with or without process of law and without breach of the costs peace, any premise where any of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent is or may be located, and without charge or liability to collect it seize and remove such deficiency. Collateral from such premises, (diii) Each Grantor hereby acknowledges that if have access to and use the Company's books and records relating to the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a and (iv) prior to the disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness store or transfer it without charge in or by means of any sale storage or other transportation facility owned or leased by the Company, process, repair or recondition it or otherwise prepare it for disposition of the Collateral. (e) 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 Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, manner 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 maythe Administrative Agent deems appropriate and, each Grantor hereby irrevocably waives in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by the benefits of all such lawsCompany.

Remedies Upon Event of Default. (A) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Security Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Security Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of the Collateral, including, without limitation, transfer into withdraw all cash and Liquid Investments in the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Account and apply such monies, Liquid Investments and other cash, if any, then held by it as Collateral Agent has not theretofore done so) as specified in Section 9 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such monies, and each Grantor hereby agrees that it will at its expense and upon request of Liquid Investments or cash or if such monies, Liquid Investments or cash shall be insufficient to pay all the Collateral Agent forthwithSecured Obligations in full, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Security Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Security Agent or dispose any other Secured Party may be the purchaser of any or all of the Collateral so sold and thereafter hold the same, absolutely and free from any right or claim of any part thereof upon kind whatsoever. The Borrower will execute and deliver such terms documents and take such other action as the Security Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Security Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of any kind whatsoever, including any equity or right of redemption of the Borrower which may be waived, and the Borrower, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 6 shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Security Agent may fix in the notice of such sale. At any private sale such sale, the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Security Agent may determine. The Collateral Security Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Security Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Security Agent until the selling price is paid by the purchaser thereof, but the Security Agent shall be applied (after payment not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any amounts payable such failure, such Collateral may again be sold upon like notice. The Security Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Collateral Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (B) For the purpose of enforcing any and all rights and remedies under this Agreement the Security Agent pursuant to Section 8 hereofmay (i) by require the Collateral Agent againstBorrower to, and the Borrower agrees that it will, at its expense and upon the request of the Security Agent, forthwith assemble all or any part of the Obligations in such order Collateral as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held directed by the Collateral Security Agent and remaining after make it available at a place designated by the indefeasible payment Security Agent which is, in full in cash of all of its opinion, reasonably convenient to the Obligations shall be paid over to 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 Collateral Security Agent and the Buyers are legally entitledBorrower or otherwise, each Grantor shall be liable for (ii) to 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 extent permitted by applicable law, together enter, with or without process of law and without breach of the costs peace, any premise where any of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent is or may be located, and without charge or liability to collect it seize and remove such deficiency. Collateral from such premises and (diii) Each Grantor hereby acknowledges that if have access to and use the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of Borrower=s books and records relating to the Collateral, such compliance will not adversely affect the commercial reasonableness of . The Security Agent may also render any sale or other disposition of the Collateral. (e) 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 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 unusable at the Borrower=s premises and in respect may dispose of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing Collateral on such premises without liability for rent or arising. To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscosts.

Remedies Upon Event of Default. If any Event of Default shall have has occurred and be is continuing: (a) The Collateral Agent , the Indenture Trustee may exercise in respect on behalf of the Collateral, in addition to any other rights and remedies provided for herein or otherwise available to it, all Holders of the Notes all rights and remedies of a secured party upon default under applicable law and, in addition, the Code (whether Indenture Trustee may, without being required to give any notice, except as herein provided or not the Code applies to the affected Collateral)as may be required by mandatory provisions of law, and also may (i) take absolute control of the Collateralapply all cash, includingif any, without limitation, transfer into the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, all payments made thereon, give all consents, waivers and ratifications in respect thereof and otherwise act with respect thereto then held by it 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 its respective the Collateral as directed by specified in Section 5.3 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all the Obligations in full, sell the Collateral Agent and make it available to the 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 (including each applicable Funding Agreement) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent Indenture Trustee may deem commercially reasonable and/or (B) lease, license satisfactory. Any Holder may be the purchaser of any or dispose all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). The Issuer will execute and deliver such terms documents and take such other action as the Indenture Trustee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Indenture Trustee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Issuer which may be waived, and the Issuer, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Indenture Trustee may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Indenture Trustee may determine. The Collateral Agent Indenture Trustee shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Agent may Indenture Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstIndenture Trustee until the selling price is paid by the purchaser thereof, all or but the Indenture Trustee shall not incur any part liability in the case of the Obligations in failure of such order as purchaser to take up and pay for the Collateral Agent shall electso sold and, consistent with in the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 case of any such salefailure, collection such Collateral may again be sold upon like notice. The Indenture Trustee, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or realization are insufficient suits at law or in equity to pay all amounts to which the Collateral Agent foreclose a Security Interest and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of sell any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincialCollateral, or federal law requirements in connection with any portion thereof, under a disposition judgment or decree of the Collateral, such compliance will not adversely affect the commercial reasonableness a court or courts of any sale or other disposition of the Collateralcompetent jurisdiction. (e) 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 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, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The , the Collateral Agent may exercise in respect Agent, upon being instructed to do so by the Administrative Agent, acting at the direction of the CollateralRequired Lenders, may, in addition to any all other rights and remedies provided for herein granted to it in this Agreement and any other agreement securing, evidencing or otherwise available relating to it, all the Secured Obligations: (i) exercise on behalf of the Secured Parties all rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies to the affected Collateral)jurisdiction where such rights are exercised) and, 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 has not theretofore done so) and thereafter receive, for the benefit of the Collateral Agent, 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 thereofaddition, (ii) require without demand of performance or other demand or notice of any kind (except as herein provided or as may be required by mandatory provisions of law) to or upon any Grantor or any other Person (all of which demands and/or notices are hereby waived by each Grantor toGrantor), (A) withdraw all cash and Cash Equivalents in the Collateral Accounts and apply such cash and Cash Equivalents and other cash, if any, then held by it as Collateral as specified in Section 6.04, and each Grantor hereby agrees that it will at its expense (B) if there shall be no such cash, Cash Equivalents or other amounts or if such cash, Cash Equivalents and other amounts shall be insufficient to pay all the Secured Obligations in full or cannot be so applied for any reason, collect, receive, appropriate and realize upon request of the Collateral Agent forthwithand/or sell, assemble all assign, give an option or part options to purchase or otherwise dispose of its respective Collateral as directed by and deliver the Collateral Agent and make it available (or contract to the 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 do so) or any part thereof is located or assembled for a reasonable period in order to effectuate the Collateral Agent’s rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 office of the Collateral Agent’s offices Agent or elsewhereelsewhere in such manner as is commercially reasonable, for cash, on credit or for future delivery, without assumption of any credit risk and at such price or prices as the Administrative Agent may deem satisfactory. The Collateral Agent or any other Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Each Grantor will execute and upon deliver such documents and take such other terms action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Collateral Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind. The notice (if any) of such sale required by Section 6.01 shall (i) in the case of a public sale, state the time and place fixed for such sale, and (ii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may deem commercially reasonable and/or (B) leasefix in the notice of such sale. At any such sale, license or dispose of the Collateral may be sold in one lot as an entirety or any part thereof upon such terms in separate parcels, as the Collateral Administrative Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale or any other disposition of its respective Collateral shall be required by law, at least ten (10) days’ notice to any Grantor of the time and place of any public sale or the time after which any private sale or other disposition of its respective Collateral is to be made shall constitute reasonable notificationdetermine. The Collateral Agent shall not be obligated to make any such sale or pursuant to any such notice other disposition of any Collateral regardless of notice of sale having been giventhan as required by law. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against the Collateral Agent and the Buyers arising adjourned without further notice other than as required by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collaterallaw. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to on credit or for future delivery, the Collateral Agent pursuant to Section 8 hereof) so sold may be retained by the Collateral Agent againstuntil the selling price is paid by the purchaser thereof, but the Collateral Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be sold upon like notice. (b) For the purpose of enforcing any and all rights and remedies under this Agreement the Collateral Agent may, if any Event of Default has occurred and is continuing, (i) require any Grantor to, and each Grantor agrees that it will, at its expense and upon the request of the Collateral Agent, forthwith assemble, store and keep all or any part of the Obligations in such order as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held Grantor as directed by the Collateral Agent and remaining after make it available at a place designated by the indefeasible payment Collateral Agent which is, in full the Administrative Agent’s opinion, reasonably convenient to the Collateral Agent and such Grantor, whether at the premises of such Grantor or otherwise, it being understood that such Grantor’s obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Grantor of such obligation; (ii) to the extent permitted by Applicable Law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral of such Grantor is or may be located, and without charge or liability to such Grantor, seize and remove such Collateral from such premises; (iii) have access to and use such Grantors’ books and records relating to the Collateral; and (iv) prior to the disposition of the Collateral, store or transfer it without charge in cash or by means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition it or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any technical process used by such Grantor. The Collateral Agent may also render any or all of the Obligations shall be paid over to whomsoever shall be lawfully entitled to receive the same Collateral unusable at any Grantor’s premises and may dispose of such Collateral on such premises without liability for rent or as a court of competent jurisdiction shall directcosts. (c) In If any Event of Default has occurred and is continuing, the event Collateral Agent, instead of exercising the power of sale conferred upon it pursuant to this Section 6.02. may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, and may in addition and at the request of the Administrative Agent acting at the direction of the Required Lenders pursuant to this Section 6.02, institute and maintain such suits and proceedings as the Required Lenders may deem appropriate to protect and enforce the rights vested in the Collateral Agent by this Agreement. (d) If any Event of Default has occurred and is continuing, at the direction of the Administrative Agent, the Collateral Agent shall, to the extent permitted by Applicable Law, without notice to any Grantor or any party claiming through any Grantor, without regard to the solvency or insolvency at such time of any Person then liable for the payment of any of the Obligations, without regard to the then value of the Collateral and without requiring any bond from any complainant in such proceedings, be entitled as a matter of right to the appointment of a receiver or receivers (who may be the Collateral Agent) of the Collateral or any part thereof, and of the profits, revenues and other income thereof, pending such proceedings, with such powers as the court making such appointment shall confer, and to the entry of an order directing that the proceeds profits, revenues and other income of the property constituting the whole or any such salepart of the Collateral be segregated, collection or realization are insufficient to pay all amounts to which sequestered and impounded for the benefit of the Collateral Agent and the Buyers are legally entitledSecured Parties, and each Grantor shall be liable for irrevocably consents to the deficiency, together with interest thereon at appointment of such receiver or receivers and to the highest rate specified in the Notes for interest on overdue principal thereof or entry of 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. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements 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 Collateralorder. (e) The Each Grantor agrees, to the extent it may lawfully do so, that it will not at any time in any manner whatsoever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, moratorium, turnover or redemption law, or any law permitting it to direct the order in which the Collateral shall be sold, now or at any time hereafter in force which may delay, prevent or otherwise affect the performance or enforcement of this Agreement, and each Grantor hereby waives all benefit or advantage of all such laws. Each Grantor covenants that it will not hinder, delay or impede the execution of any power granted to the Collateral Agent shall not be required to marshal or any present or future collateral security (includingother Secured Party in the Loan Agreement, but not limited tothe Notes, this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any other Loan Document. (f) Each Grantor, to the extent it may lawfully do so, on behalf of them itself and all who claim through or under it, including, without limitation, any and all subsequent creditors, vendees, assignees and lienors, waives and releases all rights to demand or to resort have any marshalling of the Collateral upon any sale, whether made under any power of sale granted herein or pursuant to such collateral security judicial proceedings or other assurances under any foreclosure or any enforcement of payment in any particular orderthis Agreement, and consents and agrees that all of the Collateral Agent’s rights hereunder may at any such sale be offered 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 sold as an entirety. (g) Each Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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, andwaives, to the extent that it lawfully maypermitted by Applicable Law, each Grantor hereby irrevocably waives presentment, demand, protest and any notice of any kind (except the benefits notices expressly required hereunder) in connection with this Agreement and any action taken by the Collateral Agent with respect to the Collateral of all such lawsGrantor.

Remedies Upon Event of Default. (A) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Security Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Security Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of the Collateral, including, without limitation, transfer into withdraw all cash and Liquid Investments in the Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Account and apply such monies, Liquid Investments and other cash, if any, then held by it as Collateral Agent has not theretofore done so) as specified in Section 10 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such monies, and each Grantor hereby agrees that it will at its expense and upon request of Liquid Investments or cash or if such monies, Liquid Investments or cash shall be insufficient to pay all the Collateral Agent forthwithSecured Obligations in full, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Security Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Security Agent or dispose any other Secured Party may be the purchaser of any or all of the Collateral so sold and thereafter hold the same, absolutely and free from any right or claim of any part thereof upon kind whatsoever. The Borrower will execute and deliver such terms documents and take such other action as the Security Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Security Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of any kind whatsoever, including any equity or right of redemption of the Borrower which may be waived, and the Borrower, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 7 shall (1) in the case of a public sale, state the time and place fixed for such sale, and (2) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Security Agent may fix in the notice of such sale. At any private sale such sale, the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Security Agent may determine. The Collateral Security Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Security Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives In the case of any claims against the Collateral Agent and the Buyers arising by reason sale of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Security Agent until the selling price is paid by the purchaser thereof, but the Security Agent shall not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may again be marshaled sold upon like notice. The Security Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any sale portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. (public or privateB) thereof. Each Grantor hereby acknowledges that For the purpose of enforcing any and all rights and remedies under this Agreement the Security Agent may (i) require the Borrower to, and the Borrower agrees that it will, at its expense and upon the request of the Security Agent, forthwith assemble all or any such sale part of its respective the Collateral as directed by the Collateral Security Agent shall be made without warrantyand make it available at a place designated by the Security Agent which is, in its opinion, reasonably convenient to the Security Agent and the Borrower or otherwise, (ii) to the extent permitted by applicable law, enter, with or without process of law and without breach of the peace, any premise where any of the Collateral Agent is or may specifically disclaim any warranties of titlebe located, possession, quiet enjoyment and without charge or the like, liability to it seize and remove such Collateral from such premises and (iii) have access to and use the Borrower's books and records relating to the Collateral. The Security Agent may also render any or all of the Collateral unusable at the Borrower's premises and may dispose of such actions set forth in clauses Collateral on such premises without liability for rent or costs. (C) Without limiting the generality of the forgoing, if any Event of Default has occurred and is continuing, and the Security Agent has given at least 60 days' notice to the Borrower of its intent to exercise its remedies under this subsection (C), (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoingSecurity Agent may license, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such Grantor, licensesublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any of Copyrights, Patents or Trademarks included in the Intellectual Property, Collateral throughout the universe world for such term or terms, on such conditions, conditions and in such manner, manner as the Collateral Security Agent shall in its sole discretion determine; and ; (3ii) the Collateral Security Agent maymay (without assuming any obligations or liability thereunder), at any time and from time to time, pursuant in its sole discretion, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of the authority granted in Section 6 hereof Borrower in, to and under any Copyright Licenses, Patent Licenses or Trademark Licenses and take or refrain from taking any action under any thereof, and the Borrower hereby releases the Security Agent and each of the other Secured Parties from, and agrees to hold the Security Agent and each of the other Secured Parties free and harmless from and against any claims and expenses arising out of, any lawful action so taken or omitted to be taken with respect thereto; and (such authority being effective iii) upon request by the occurrence and during Security Agent, the continuance of an Event of Default), Borrower will execute and deliver on behalf to the Security Agent a power of such Grantor, one or more instruments of assignment of the Intellectual Property (or any application or registration thereof)attorney, in form suitable and substance satisfactory to the Security Agent, for filing, recording or registration in any country. (b) Any cash held by the Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect implementation of any sale lease, assignment, license, sublicense, grant of or collection fromoption, or other realization upon, all or any part of the Collateral shall be applied (after payment of any amounts payable to the Collateral Agent pursuant to Section 8 hereof) 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 Agreements. Any surplus of such cash or Cash Proceeds held by the Collateral Agent and remaining after the indefeasible payment in full in cash of all of the Obligations shall be paid over to 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 Collateral Agent and the Buyers are legally entitled, each Grantor shall be 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, expenses and other client charges of any attorneys employed by the Collateral Agent to collect such deficiency. (d) Each Grantor hereby acknowledges that if the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness of any sale or other disposition of a Copyright, Patent or Trademark or any action related thereto. In the Collateral. (e) The Collateral Agent shall not be required event of any such disposition pursuant to marshal any present or future collateral security (including, but not limited to, this Agreement and the Collateral) for, or other assurances of payment ofSection, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, Borrower shall supply its know-how 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, each Grantor hereby agrees that it will not invoke any law expertise relating to the marshaling of collateral which might cause delay in or impede the enforcement manufacture and sale of the Collateral Agent’s rights under this Agreement products bearing Trademarks or under any the products or services made or rendered in connection with Patents, and its customer lists and other instrument creating records relating to such patents or evidencing any Trademarks and to the distribution 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, andsaid products, to the extent that it lawfully may, each Grantor hereby irrevocably waives the benefits of all such lawsSecurity Agent.

Remedies Upon Event of Default. (a) If any Event of Default shall have has occurred and be is continuing: (a) The Collateral , the Administrative Agent may exercise in respect on behalf of the Collateral, in addition to any other Secured Parties all rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party upon default under the Code UCC (whether or not in effect in the Code applies jurisdiction where such rights are exercised) and, in addition, the Administrative Agent may, without being required to the affected Collateral)give any notice, and also except as herein provided or as may be required by mandatory provisions of law, (i) take absolute control of the Collateralapply cash, includingif any, without limitation, transfer into the then held by it as Collateral Agent’s name or into the name of its nominee or nominees (to the extent the Collateral Agent has not theretofore done so) as specified in Section 8 and thereafter receive, for the benefit of the Collateral Agent, 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 toif there shall be no such cash or if such cash shall be insufficient to pay all the Secured Obligations in full, and each Grantor hereby agrees that it will at its expense and upon request of the Collateral Agent forthwith, assemble all or part of its respective Collateral as directed by the Collateral Agent and make it available to the 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 rights and remedies hereunder or under law, without obligation to any Grantor in respect of such occupation, and (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 Collateral Agent’s offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable and/or (B) lease, license satisfactory. The Administrative Agent or dispose any Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any part thereof upon private sale). The Subsidiary Borrower will execute and deliver such terms documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Subsidiary Borrower which may be waived, and the Subsidiary Borrower, to the extent notice of sale or any other disposition of its respective Collateral shall be required permitted by law, at least ten hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (10if any) days’ notice to any Grantor of such sale required by Section 5 shall (A) in the case of a public sale, state the time and place fixed for such sale, and (B) in the case of any a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the time after which Administrative Agent may fix in the notice of such sale. At any private such sale the Collateral may be sold in one lot as an entirety or other disposition of its respective Collateral is to be made shall constitute reasonable notificationin separate parcels, as the Administrative Agent may determine. The Collateral Administrative Agent shall not be obligated to make any such sale or other disposition of pursuant to any Collateral regardless of notice of sale having been givensuch notice. The Collateral Administrative Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. Each Grantor hereby waives any claims against In the Collateral Agent and the Buyers arising by reason of the fact that the price at which its respective 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 Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree, and waives all rights that any Grantor may have to require that all or any part of such Collateral be marshaled upon any sale (public or private) thereof. Each Grantor hereby acknowledges that (i) any such sale of its respective 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, and (iii) such actions set forth in clauses (i) and (ii) above shall not adversely affect the commercial reasonableness of any such sale of Collateral. In addition to the foregoing, (1) upon written notice to any Grantor from the Collateral Agent after and during the continuance of an Event of Default, such Grantor shall cease any use of the Intellectual Property or any trademark, patent or copyright similar thereto for any purpose described in such notice; (2) the Collateral Agent may, at any time and from time to time after and during the continuance of an Event of Default, upon 10 days’ prior notice to such 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 (3) the Collateral 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 such 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 Collateral Agent as Collateral and all Cash Proceeds received by the Collateral Agent in respect case of any sale of or collection from, or other realization upon, all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall be applied (after payment not incur any liability in the case of the failure of such purchaser to take up and pay for the Collateral so sold and, in the case of any amounts payable such failure, such Collateral may again be sold upon like notice. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Collateral Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. For the purposes of obtaining executory process, the Subsidiary Borrower does hereby confess judgment in favor of the Administrative Agent pursuant to Section 8 hereoffor the full amount of the Secured Obligations. (b) by For the Collateral purpose of enforcing any and all rights and remedies under this Agreement the Administrative Agent againstmay, at any time when an Event of Default has occurred and is continuing, (i) require the Subsidiary Borrower to, and the Subsidiary Borrower agrees that it will, at the Subsidiary Borrower's expense and upon the request of the Administrative Agent, forthwith assemble all or any part of the Obligations in such order Collateral as the Collateral Agent shall elect, consistent with the provisions of the Securities Purchase Agreements. Any surplus of such cash or Cash Proceeds held directed by the Collateral Administrative Agent and remaining after make it available at a place designated by the indefeasible payment Administrative Agent which is, in full in cash of all of its opinion, reasonably convenient to the Obligations shall be paid over to 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 Collateral Administrative Agent and the Buyers are legally entitledSubsidiary Borrower, each Grantor shall be liable for the deficiency, together with interest thereon whether at the highest rate specified in premises of the Notes for interest on overdue principal thereof Subsidiary Borrower or such other rate as shall be fixed otherwise, (ii) to the extent permitted by applicable law, together enter, with or without process of law and without breach of the costs peace, any premises where any of collection and the reasonable fees, costs, expenses and other client charges of any attorneys employed by the Collateral Agent is or may be located, and without charge or liability to collect it seize and remove such deficiency. Collateral from such premises, (diii) Each Grantor hereby acknowledges that if have access to and use the Subsidiary Borrower's books and records relating to the Collateral Agent complies with any applicable state, provincial, or federal law requirements in connection with a and (iv) prior to the disposition of the Collateral, such compliance will not adversely affect the commercial reasonableness store or transfer it without charge in or by means of any sale storage or other transportation facility owned or leased by the Subsidiary Borrower, process, repair or recondition it or otherwise prepare it for disposition of the Collateral. (e) 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 Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular ordermanner and to the extent the Administrative Agent deems appropriate and, in connection with such preparation and disposition, use without charge any trademark, trade name, copyright, patent or technical process used by the Subsidiary Borrower. The Administrative Agent may also render any or all of the Collateral Agent’s rights hereunder unusable at the Subsidiary Borrower's premises and in respect may dispose of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights, however existing Collateral on such premises without liability for rent or arising. To the extent that any Grantor lawfully may, each Grantor hereby agrees that it will not invoke any law relating to the marshaling 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 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 lawscosts.