Common use of RIGHTS AND REMEDIES ON DEFAULT Clause in Contracts

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event During the continuance of Default occurs under this Agreementany event of default, the Secured Parties may exercise at any time thereafter so long as and from time to time any rights and remedies available to them under applicable law, including but not limited to the Event of Default continues uncuredright to sell, Lender may exercise any one lease or more otherwise dispose of the following rights Collateral and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required the right to pay, immediately due and payable, without notice take possession of any kind to Grantor. Collect the Collateral, subject to the rights of the holders of the Permitted Liens. Collect FOR THAT PURPOSE THE SECURED PARTIES MAY ENTER UPON ANY PREMISES ON WHICH THE COLLATERAL OR ANY PART THEREOF MAY BE SITUATED AND REMOVE IT, AND DEBTOR WAIVES ITS RIGHTS TO ASSERT TRESPASS OR SIMILAR CAUSES OF ACTION FOR SUCH ENTRY. The Secured Parties shall have no obligation to marshal any assets, but may require Debtor to assemble the Collateral and make it available at a place to be designated by the Secured Parties which is reasonably convenient to all parties. If at the time of repossession any of the Collateral andcontains other personal property not included in the Collateral, Secured Parties may take such personal property into custody and store it at Lenderthe risk and expense of Debtor; provided, however, that Secured Parties shall return such property promptly upon Debtor’s option and request. Debtor agrees to notify the extent permitted by applicable law, retain possession Secured Parties within forty-eight (48) hours after repossession of the Collateral while suing on of any such other personal property claimed, and failure to do so will release the IndebtednessSecured Parties and its representatives from any liability for loss or damage thereto. Sell Any notice of intended disposition of any of the CollateralCollateral required by law shall be deemed reasonable if such notice is given at least ten (10) days before the time of such disposition. Sell Any proceeds of any disposition by Secured Parties of any of the Collateral may be applied by it to the payment of expenses in connection with the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens including but not limited to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, repossession expenses and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costslegal expenses, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale balance of such Collateral proceeds shall be then applied against the Obligations and to the payment other amounts secured hereby in such order of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor application as the interests of Grantor Secured Parties may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesselect.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, Agreement at any time thereafter so long as -thereafter, Lender shall have all the Event rights of Default continues uncured, a secured party under the New York Uniform Commercial Code. In addition and without limitation Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to GrantorGrantor (except that in the case of any Event of Default of the type described in the DEFAULT - lnsolvency section herein, such acceleration shall be automatic and not at Lender's option) Assemble Collateral. Collect Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral, and prior to completion of the removal, disable or otherwise secure the Collateral and, at Lender’s option and to the extent permitted prevent its use by applicable Grantor or any third parties with or without process of law, retain possession of and with or without notice or demand. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lander may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds there-of in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other intended disposition of the Collateral is to be made. HoweverLender may buy the Collateral, no notice need be provided to or any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of saleportion thereof. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is heldor, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where if the Collateral is locatedof the type which is sold in a recognized market or subject to widely distributed price quotations, setting forth at private Sale. Lender shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. Lender may adjourn any public: or private sale by announcement at the time and place of sale fixed therefor, and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that be made, without further notice, at such time and place announced at such adjournment. The requirements of reasonable notice shall be met if such notice is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in given at least ten (10) days before the Rules time of the Securities and Exchange Commission (such as Regulation D sale or Rule 144) or disposition. All expenses relating to the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in Indebtedness secured by this Agreement or in aid and payable from the proceeds of the execution or enforcement disposition of any power in this Agreement grantedthe Collateral, and shall be payable on demand, with interest at the Note rate from data of expenditure until repaid. Transfer TitleAppoint Receiver. Effect transfer of title upon sale To the extent permitted by applicable law Lander shall have the right to have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Lender's right to the appointment of a receiver shall exist whether or not there is the apparent value of the Collateral exceeds the Indebtedness by a lawsuit substantial amount. The right to a receiver shall be given to Lender regardless of the solvency of Grantor and including without any fees on appealrequirement to give notice to Grantor. Collect Revenues, incurred by Apply Accounts, Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in connection with Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the collection payments, rents, income, and sale of such Collateral and revenues therefrom end hold the same as security for the indebtedness or apply it to the payment of the Indebtedness in such order of preference as Lender may determine. Upon notice from the Lender or upon any Event of Default, the Grantor agrees that all sums of money it receives on payment, settlement or otherwise related to any Collateral, including, without limitation, on any accounts, shall be held by Grantor as trustee for Lender without commingling with any of Grantor's funds and Shall be immediately delivered to the Bank. In so far as the Collateral consists of accounts. general intangibles, insurance policies. instruments, chattel Paper. choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine. Whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive. open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agreesacknowledges that the Lender shall not he obligated in any manner to make any demand, make any inquiry as to the extent permitted nature and sufficiency of any payment received by lawLender. present or file any claim, or take any other action to pay collect or enforce the payment of any deficiency after application of the proceeds of the Collateral amounts which may have been due relate to the IndebtednessCollateral, including without limitation, any amounts due on accounts.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Security Agreement, at any time thereafter so long as thereafter, Secured Party shall have all the Event rights of Default continues uncureda secured party under the Delaware Uniform Commercial Code. In addition and without limitation, Lender Secured Party may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness: (a) Secured Party may declare the entire Obligations, including any prepayment penalty which Grantor charge that Debtor would be required to pay, immediately due and payable, without following written notice to Debtor; (b) Secured Party may require Debtor to deliver to Secured Party all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Secured Party may require Debtor to assemble the Collateral and, and make it available to Secured Party at Lender’s option and a place to be designated by Secured Party. Secured Party also shall have full power to enter upon the extent permitted by applicable law, retain property of Debtor to take possession of the Collateral while suing on the Indebtedness. Sell and remove the Collateral. Sell If the CollateralCollateral contains other goods not covered by this Security Agreement at the time of repossession, Debtor agrees that Secured Party may take such other goods, provided that Secured Party makes reasonable efforts to return them to Debtor after repossession; (c) Secured Party shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in its own name or that of Debtor. Secured Party may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall Secured Party will give or mail to Grantor, and other persons as required by law, Debtor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other intended disposition of the Collateral is to be made. However, no notice need be provided to any person whomade unless Debtor has signed, after an Event of Default occurs, enters into and authenticates an agreement waiving that persona statement renouncing or modifying Debtor’s right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including, without limitation, the expenses of retaking, holding, insuring, preparing for sale and selling the foregoing remediesCollateral, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or shall become a part of the Obligations secured by this Security Agreement and shall be payable on demand, with interest at the rate applicable to Prime Rate Loans from the date of expenditure until repaid; (d) To the extent permitted by applicable law, Secured Party shall have the following rights and remedies regarding the appointment of a receiver: (i) Secured Party may have a receiver appointed as a matter of right, (ii) the receiver may be an employee of Secured Party and may serve without bond, and (iii) all fees of the receiver and his or her attorney shall become part of the Obligations secured by this Security Agreement and shall be payable on demand, with interest as set forth in the Note (including default interest), until repaid; (e) Secured Party, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Secured Party at any time in its discretion may transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Obligations or apply it to payment of the Obligations in such order of preference as Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, chooses in action, or similar property, Secured Party may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Secured Party may determine. For this purposethese purposes, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsementsSecured Party may, assignments on behalf of and instruments in the name of Grantor Debtor, receive, open, and each dispose of them mail addressed to Debtor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments, and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Secured Party may notify account debtors and obligors on any Collateral to make payments directly to Secured Party; (if more than onef) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise If Secured Party chooses to sell any or all of the Collateral and except as otherwise set forth in the Note, Secured Party may obtain a judgment against Debtor for any deficiency remaining on the Obligations due to Secured Party after application of all amounts received from the exercise of the rights provided in this Security Agreement. Debtor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper; (g) Except as may be expressly set forth to the contrary in this Security Agreement, Secured Party shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Secured Party shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise; and (h) All of Secured Party’s rights and remedies, whether evidenced by this Security Agreement or the other Documents or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Application of Proceeds. Apply Election by Secured Party to pursue any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement remedy shall not exclude pursuit of any expensesother remedy, including any costs for registration and an election to make expenditures or to take action to perform an obligation of securitiesDebtor under this Security Agreement, commissions incurred in connection with after Debtor’s failure to perform, shall not affect Secured Party’s right to declare a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral default and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexercise its remedies.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Stock Pledge Agreement, at any time thereafter so long as Bank may, in its sole discretion and without further notice or demand, (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable; (ii) proceed immediately to exercise any and all of Bank's rights, powers, and privileges with respect to the Stock Collateral, including, without notice of any kind limitation, the right to Grantor. Collect the Collateral. Collect any sell or otherwise dispose of the Stock Collateral and, or any part thereof at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit private or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into in such manner as Bank shall deem reasonable; and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144iii) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or exercise any other owner of right or remedy available to Bank under the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell applicable Uniform Commercial Code or dispose of any securities of such issuer without obtaining Lender’s prior written consentotherwise available by agreement or under federal or state law. Foreclosure. Maintain a judicial suit for foreclosure All rights and sale of the Collateral. Specific Performance. Lender may, remedies herein specified are cumulative and are in addition to or in lieu of such other rights and remedies as may be available to Bank. Bank shall act as the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s authorized agent and attorney-in-fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to execute endorsementstake such action on behalf of Pledgor as will further such a disposition, assignments including, without limitation, any necessary endorsement or signature in its own name. Pledgor expressly acknowledges that compliance with federal or state securities and instruments in other laws may limit the name disposition of Grantor and each the Stock Collateral by Bank. No disposition of them (if more than one) as the Stock Collateral by Bank upon an Event of Default shall be necessary deemed to be a breach of any duty to Pledgor or reasonableto be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if Bank in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Other Rights and Remedies. Have and exercise any or all Without limiting the generality of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeforegoing, Bank may at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the CollateralStock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to persons who will represent and agree that they are purchasing the Stock Collateral for their own account for investment, and not with a view to reimbursement distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Stock Pledge Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives any right of redemption, stay, or appraisal under present or future law. Each and every purchaser of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness Stock Collateral shall be vested with all shareholder's rights provided by the stock purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that Bank may purchase the Stock Collateral or any part thereof at any sale. Any requirement imposed by law regarding the giving to Pledgor of Grantor to Lender, with prior notice of any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application sale or other disposition of the proceeds of Stock Collateral shall be deemed reasonable if given by Bank in writing at least ten (10) days prior to such sale or other disposition specifying the Collateral to the Indebtednesstime and place thereof.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessACCELERATE INDEBTEDNESS. Declare all IndebtednessLender shall have the right at its option without notice to Grantor to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of . UCC REMEDIES. With respect to all or any kind to Grantor. Collect the Collateral. Collect any part of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. COLLECT RENTS. Lender shall have the right, at lawwithout notice to Borrower or Grantor, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. MORTGAGEE IN POSSESSION. Lender shall have the right to be placed as mortgagee in possession or to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The mortgagee in possession or receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Wisconsin Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor Borrower would be required to pay, immediately due and payable, without notice of any kind to Borrower or Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and to collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness or as the court costsmay direct. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, Lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event In the event of Default occurs under this Agreementany default by Dealer as defined in paragraph 9 above: 10.1 All Obligations of Dealer to Lender, whether represented by notes or otherwise or whether incurred hereunder or otherwise shall, at any time thereafter so long as the Event of Default continues uncuredLender's option, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, become immediately due and payable, except that in the case of an event of default described in paragraph 9.6 above, such acceleration shall be automatic and not optionable. 10.2 Lender may take possession of Collateral without notice of any kind to Grantor. Collect the Collateral. Collect any of legal process. 10.3 Lender may require that Dealer assemble the Collateral andand make it available to Lender at a place reasonably convenient to both Dealer and Lender, and Dealer waives all claims for damages arising from such taking. 10.4 With respect to any Collateral, Lender may give notice to Dealer of its intention to sell the same and may, not more than five (5) days after the serving or sending of such notice, sell the same for Dealer's account at public or private sale and may, at Lender’s option and to the extent permitted by applicable lawa public sale, retain possession of the Collateral while suing on the Indebtednessitself become a purchaser. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or Such property may be sold in parcels, at one or more sales, as Lender shall elect. The proceeds of any such sale, whether public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketprivate, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission applied (such as Regulation D or Rule 144i) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness expenses of Grantor retaking, holding, preparing for the disposition of such property including legal fees and expenses: (ii) then to Lender, the satisfaction of all of Dealer's Obligations to Lender whether created pursuant to this Agreement or otherwise; (iii) then to the satisfaction of subordinate security interests in accordance with any excess funds to the Uniform Commercial Code of the state in which Lender is located. Any surplus shall be paid to Grantor as the interests Dealer. Dealer shall be liable to Lender for any deficiency. Notice of Grantor may appear. Grantor agreessale shall be deemed sufficiently given if in writing and either (i) personally handed to Dealer, or (ii) sent by postpaid ordinary mail to the extent permitted Dealer's last known business address. 10.5 Lender shall have such other rights to which it is entitled by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness. 10.6 All rights granted hereunder shall be cumulative.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as In addition to the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtednessremedies granted to it in this Agreement and in any other instrument or agreement securing, including any prepayment penalty which Grantor would be required evidencing, or relating to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral andIndebtedness, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender Surety will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions UCC. In the event of the Uniform Commercial Coderefusal or failure of Indemnitors to exonerate Surety as required under the Indemnity Agreement, Indemnitors agree upon written demand to provide to Surety a reasonable amount of money designated by Surety and/or other collateral decided upon by Surety. Such funds and/or other collateral will be held by Surety as collateral in addition to the indemnity and other collateral afforded by this Agreement, with the right to use such funds and/or other collateral or any part thereof, at lawany time in performance, payment, or compromise of any obligations or liability, claims, demands, judgments, damages, fees, and disbursements or other expenses. Said deposit and/or provision of money and/or other collateral designated by Surety will be required regardless of whether any Reserve has been established by Surety. Without limiting the generality of the foregoing, in equitythe event Surety posts a Reserve, or otherwise. Application of Proceeds. Apply any then Indemnitors will deliver to Surety cash which is part of in an amount equal to the Reserve posted in addition to the Collateral. Demand will be sufficient if sent by certified mail, or which is received from the collection or sale of the Collateralreturn receipt requested, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costsIndemnitors at the address or addresses given herein or last known to Surety, whether or not there is a lawsuit actually received. Indemnitors acknowledge that the failure of Indemnitors to deposit with Surety, immediately upon demand, the sum demanded by Surety as collateral security will cause irreparable harm to Surety for which Surety has no adequate remedy at law. Indemnitors agree that Surety will be entitled to injunctive relief for specific performance of the obligations of Indemnitors to deposit with Surety the sum demanded as collateral security and including hereby waives any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and claims or defenses to the payment contrary. The deposit of collateral pursuant to this Section 33 will not be deemed to cure any default under the Bonded Contract(s) and Surety may, in its sole and absolute discretion, refuse to issue any bonds; provided, however, the foregoing will not be deemed to alter certain of the Indebtedness provisions under the definition of Grantor to Lender, with any excess funds Event of Default that permit certain Events of Default to be paid cured upon the deposit of cash collateral. Without limiting the generality of the foregoing, upon any Event of Default, Surety is entitled to Grantor as require Indemnitors to deposit or cause to be deposited, all checks, drafts, cash, and other remittances received in payment upon any or all of the interests Bonded Contracts or other Collateral in a special “lockbox” bank account at a financial institution designated by Surety, over which account Surety alone has power of Grantor withdrawal. During the continuance of any Event of Default, Surety may appear. Grantor agreesfurther instruct any Obligee on any Bond, to the extent permitted by lawon behalf of Indemnitors and/or Surety, to pay said remittances directly to Surety. The funds in said special bank account will be held by Surety as security for all Indebtedness. Said proceeds will be deposited in precisely the form received, except for the endorsement of Indemnitors where necessary to permit collection, which endorsement Indemnitors agree to make and which Surety is hereby irrevocably authorized to make on Indemnitors’ behalf. Pending such deposit, Indemnitors agree that they will not commingle any deficiency after application such checks, drafts, cash, and other remittances with any of Indemnitors’ funds or property, but will hold them separate and apart therefrom and upon an express trust for Surety until deposit thereof is made in the said special bank account. Subject to the trust fund provisions set out in Section 10, Surety will apply, as Surety deems appropriate, any and all of the proceeds collected funds on deposit in the said special bank account against the Indebtedness, the order and method of such application to be in the discretion of Surety. Indemnitors agree to execute any documents and perform any acts necessary to assure that remittances described in this paragraph are received by Surety as contemplated herein, including, but not limited to, letters of direction to remit said funds to Surety as contemplated herein. After the occurrence of an Event of Default, Surety is entitled to immediate possession of the Collateral and may dispose of all or any portion of the Collateral pursuant to the Indebtednessprovisions of Article 9 of the UCC and may exercise from time to time any other rights and remedies available to it under applicable law. Surety may require Indemnitors to assemble the Collateral and make it available to Surety at a place to then be designated by Surety, which is reasonably convenient to both parties. Indemnitors hereby waive any right they may have under any constitution, statute, or rule of law to notice and/or a hearing prior to seizure of the Collateral. Surety will have no custodial or ministerial duties to perform with regard to the Collateral except for its safekeeping; and by way of explanation and not by way of limitation thereof, Surety will incur no liability for any diminution in the value of the Collateral unless caused by its willful misconduct; or its failure to notify any party hereto that the Collateral should be so presented or surrendered.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Texas Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, Lender may declare the entire Indebtedness immediately due and payable, without notice notice. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter, provided Lender does so without a breach of the Collateral andpeace or a trespass, at Lender’s option and upon the property of Grantor to the extent permitted by applicable law, retain take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of the repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right, (b) the receiver may be an employee of Lender and may serve without bond, and (c) all fees of the receiver and his or her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not Indebtedness or Collateral is then due. For these purposes, Lender may, in addition to or in lieu on behalf of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor Grantor, receive, open and each dispose of them (if more than one) as shall mail addressed to Grantor; change any address to which mail and payments are to be necessary or reasonable. Other Rights sent; and Remedies. Have endorse notes, checks, drafts, money orders, documents of title, instruments and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeitems pertaining to payment, at law, in equityshipment, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement storage of any expensesCollateral. To facilitate collection, including Lender may notify account debtors and obligors on any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under theWashington Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Accerlerate Indebtedness. Declare all IndebtednessLender may declare the entire indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately Immediately due and payable, without notice police. Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. if the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit public auction or in parcels, at one or more public or private salesprivale sale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or Grantor reasonable notlice of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice Iis given at least ten (10) days before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part disposition of the Collateral, or which is received from including without limitation the collection or expenses of retaking, holding, insuring, preparing for sale of and selling the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with shall become a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment part of the Indebtedness of Grantor to Lenderindebtedness secured by this Agreement and shall be payable on demand, with any excess funds to be paid to Grantor as interest at the interests Note rate from date of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexpenditure until repaid.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at Lender's option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessACCELERATE INDEBTEDNESS. Declare all IndebtednessLender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to paypay without notice, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted except as may be expressly required by applicable law, retain possession . UCC REMEDIES. With respect to all or any part of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. COLLECT RENTS. Lender shall have the right, at lawwithout notice to Grantor, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney-in-fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. APPOINT RECEIVER. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

RIGHTS AND REMEDIES ON DEFAULT. If an Event During the continuance of Default occurs under this Agreementany event of default, the Secured Parties may exercise at any time thereafter so long as and from time to time any rights and remedies available to them under applicable law, including but not limited to the Event of Default continues uncuredright to sell, Lender may exercise any one lease or more otherwise dispose of the following rights Collateral and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required the right to pay, immediately due and payable, without notice take possession of any kind to Grantor. Collect the Collateral, subject to the rights of the holders of the Permitted Liens.FOR THAT PURPOSE THE SECURED PARTIES MAY ENTER UPON ANY PREMISES ON WHICH THE COLLATERAL OR ANY PART THEREOF MAY BE SITUATED AND REMOVE IT, AND DEBTOR WAIVES ITS RIGHTS TO ASSERT TRESPASS OR SIMILAR CAUSES OF ACTION FOR SUCH ENTRY. Collect The Secured Parties shall have no obligation to marshal any assets, but may require Debtor to assemble the Collateral and make it available at a place to be designated by the Secured Parties which is reasonably convenient to all parties. If at the time of repossession any of the Collateral andcontains other personal property not included in the Collateral, Secured Parties may take such personal property into custody and store it at Lender’s option the risk and expense of Debtor; provided, however, that Secured Parties shall return such property promptly upon Debtor's request. Debtor agrees to notify the extent permitted by applicable law, retain possession Secured Parties within forty-eight (48) hours after repossession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantorany such other personal property claimed, and other persons as required by law, failure to do so will release the Secured Parties and its representatives from any liability for loss or damage thereto. Any notice at least thirty (30) days in advance of the time and place intended disposition of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral required by law shall be deemed reasonable if such notice is an affiliate given at least ten (10) days before the time of such disposition. Any proceeds of any disposition by Secured Parties of any of the issuer Collateral may be applied by it to the payment of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender expenses in connection with the collection Collateral, including but not limited to repossession expenses and sale reasonable attorneys' fees and legal expenses, and any balance of such Collateral proceeds shall be then applied against the Obligations and to the payment other amounts secured hereby in such order of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor application as the interests of Grantor Secured Parties may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesselect.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Virginia Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor Borrower would be required to pay, immediately due and payable, without notice notice. Assemble Cottateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repcssession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private xxxxx;e sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part disposition of the Collateral, or which is received from including without limitation the collection or expenses of retaking, holding, insunng, prepanog for sale of and selling the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with shall become a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment part of the Indebtedness of Grantor to Lendersecured by this Agreement and shall be payable on demand, with any excess funds to be paid to Grantor as interest at the interests Note rate from date of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexpenditure until repaid.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all xxx xxghts of a secured party under the Event of Default continues uncuredNew York Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the exxxxx Indebtedness, including any prepayment penalty which Grantor Granter would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other do uments relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have fxxx xower to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable xxxxxxs to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or thax xx Xrantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving waving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the Indebtedness secured by this Agreement and payable from the proceeds of the disposition of the Collateral, and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to collect the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.rents from the

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessACCELERATE INDEBTEDNESS. Declare all IndebtednessLender shall have the right at its option without notice to Grantor to declare the entire indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay, immediately due and payable. COLLECT RENTS. Lender shall have the right, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain take possession of the Collateral while suing on Property and collect the IndebtednessRents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is In furtherance of a type customarily sold on a recognized marketthis right, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days have all the rights provided for in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s Lender's right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writingreceive and Collect Rents Section, above. If a public sale is heldthe Rents are collected by Lender, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, then Grantor irrevocably appoints designates Lender as Grantor’s 's attorney-in-fact to execute endorsements, assignments and endorse instruments received in payment thereof in the name of Grantor and each of them (if more than one) as to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of satisfy the rights and remedies of a secured creditor under obligations for which the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costspayments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. APPOINT RECEIVER. Lender shall have the right to have receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure, or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds Property exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Receiver may be appointed by a court of the Collateral to the Indebtednesscompetent jurisdiction upon ex parte application and without notice, not being expressly waived.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessFORECLOSURE BY SALE. Declare all IndebtednessUpon an Event of Default under this Deed to Trust, including any prepayment penalty which Grantor would be required to pay, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable, without payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of any kind default and of election to Grantorcause to be sold the Property, which notice Trustee shall cause to be filed for record. Collect Beneficiary also shall deposit with Trustee this Deed of Trust, the CollateralNote, other documents requested by Trustee, and all documents evidencing expenditures secured hereby. Collect any After the lapse of such time as may then be required by sale following the recordation of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession notice of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantordefault, and other persons notice of sale having been given as then required by law, notice Trustee, without demand on Trustor, shall sell the Property at least thirty (30) days in advance of the time and place fixed by it in the notice of any public sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that Trustee may postpone sale of all or any requirement portion of reasonable notice as to Grantor is satisfied if Lender mails notice the Property by ordinary mail addressed to Grantor public announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the such time and place of sale, and from time to time thereafter may postpone such sale and a brief description by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the property to be soldtruthfulness thereof. Lender Any person, including Trustor, Trustee or Beneficiary may be a purchaser purchase at any public such sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal After deducting all costs, fees and state securities expenses of Trustee and insurance laws. Ifof this Trust, because including cost of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer evidence of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costsTrustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lenderthen repaid, with any excess funds to be paid to Grantor as accrued interest at the interests of Grantor may appear. Grantor agreesamount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessperson or persons legally entitled thereto.

RIGHTS AND REMEDIES ON DEFAULT. If an (a) Upon the occurrence of any Event of Default occurs Default, Lender shall have, in addition to all other rights, powers, remedies and privileges granted to Lender under this AgreementAgreement (i) all rights, powers, remedies and privileges granted to a secured party in the UCC, and (ii) all rights, powers, remedies and privileges with respect to Collateral granted to Lender under the other Loan Documents, and (iii) all rights, powers, remedies and privileges granted to Lender with respect to the Collateral available under applicable law. (b) Upon the occurrence of any Event of Default, Lender may, without demand, advertising or notice, all of which Borrower hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease, license or otherwise dispose of any and all Patent Collateral at any time thereafter so long as the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or times in parcels, at one or more public or private salessales or other dispositions, for cash, on credit or otherwise, at such prices and upon such terms as are commercially reasonable (within the meaning of the UCC). Unless All requirements of reasonable notice that may be applicable under this section shall be met if such notice is mailed, postage prepaid, to Borrower at its address set forth herein or such other address as Borrower may have provided to Lender, in a Record, at least ten (10) days before the time of such sale or disposition. Lender may, if it deems it reasonable, postpone or adjourn any sale of any Patent Collateral is perishable from time to time by an announcement at the time and place of the sale to be so postponed or threatens adjourned without being required to decline speedily in value or is give a new notice of a type customarily sold on a recognized marketsale; provided, however, that Lender shall give or mail to Grantor, and other persons as required by law, provide Borrower with written notice at least thirty (30) days in advance of the time and place of any public such postponed or adjourned sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a the purchaser at any such public or private sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from Borrower to Lender. Sell SecuritiesBorrower shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, refurbishing, storing, guarding, insuring, preparing for sale, and selling the Patent Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender in its discretion. Sell Proceeds from the sale or other disposition of Patent Collateral shall be applied to the payment, in whatever order Lender may elect, of all Obligations of Borrower. Lender shall return any securities included in excess to Borrower. Patent Collateral securing purchase money security interests also secures non-purchase money security interests. Upon request of Lender, following the occurrence of any Event of Default, Borrower will assemble and make the Patent Collateral available to Lender, at a reasonable place and time designated by Lender. Lender’s failure to take possession of any Patent Collateral at any time and place reasonably specified by Lender in a manner consistent with applicable federal and state securities and insurance laws. If, because Record to Borrower shall not constitute an abandonment of restrictions under such laws, Patent Collateral unless specifically acknowledged by Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Authenticated Record delivered to Borrower by Lender. (c) Lender will have no obligation shall not be responsible to delay sale until the securities can be registered. Then Lender may make a private sale Borrower for loss or damage resulting from Lender’s failure to one enforce or more persons collect any Patent Collateral or any monies due or to a restricted group become due under any liability of persons Borrower to Lender. (d) After an Event of Default, Borrower (i) will make no change in compliance any Patent Collateral, and (ii) shall receive as the sole property of Lender and hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the proceeds of any Patent Collateral including but not limited to, all royalty and other amounts paid in connection with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules lease or license of the Securities and Exchange Commission Patent Collateral by Borrower to any third party. (such as Regulation D or Rule 144e) or the rules After an Event of state securities departments under state “Blue Sky” lawsDefault, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as but shall be necessary or reasonable. Other Rights and Remedies. Have and exercise under no obligation to: (i) notify any or all of party that the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Patent Collateral, or which is received from the collection any part thereof, has been assigned to Lender; (ii) take control of any cash or sale non-cash proceeds of any item of the Patent Collateral; (iii) compromise, extend or renew any Patent Collateral, to reimbursement of or any expensesdocument or instrument relating thereto, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection deal with the collection same as it may deem advisable; and sale (iv) make exchanges, substitutions or surrender of such Collateral and to items comprising the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the IndebtednessPatent Collateral.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Oregon Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Xxxxxx may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately Immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make It available to Lender at a place to be designated by Lender’s option and . Xxxxxx also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Xxxxxx makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Xxxxxx's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is Is of a type customarily sold on an a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met If such notice Is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, Insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable an demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Xxxxxx's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Xxxxxx shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either Itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Xxxxxx's discretion transfer any Collateral into Xxxxxx's own name or that of Xxxxxx's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness In such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses In action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due, For these purposes, Lender may, an behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, Instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Xxxxxx may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs Default, Secured Party shall have all the rights of a secured party under this Agreement, at any time thereafter so long as the Event of Default continues uncured, Lender UCC. In addition and without limitation Secured Party may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, : (a) Secured Party may declare the entire Indebtedness immediately due and payable, without notice of any kind to Grantor. Collect . (b) Secured Party may require Grantor to deliver to Secured Party all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Secured Party may require Grantor to assemble the Collateral and, and make it available to Secured Party at Lender’s option and a place to be designated by Secured Party. Secured Party also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of the Collateral while suing on the Indebtedness. Sell and remove the Collateral. Sell If the CollateralCollateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Secured Party may take such other goods, provided that Secured Party makes reasonable efforts to return them to Grantor after repossession. (c) Secured Party shall have full power to sell, lease, transfer or otherwise deal with the Collateral or proceeds thereof in Secured Party's own name or that of Grantor. Secured Party may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall Secured Party will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become part of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in Indebtedness secured by this Agreement or in aid and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. (d) Secured Party shall have the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the rent from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Secured Party's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Secured Party shall not disqualify a person from serving as a receiver. (e) Secured Party, either itself or through a receiver, may collect the payments, rents, income and revenues from the Collateral. Secured Party may at any time in Secured Party's discretion transfer any Collateral into Secured Party's own name or that of Secured Party's nominee and receive the payments, rents, income and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Secured Party may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Secured Party may demand, collect, receipt for, settle, compromise, adjust, sxx for, foreclose or realize on the Collateral as Secured Party may determine, whether or not Indebtedness or Collateral is then due. For this purposethese purposes, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsementsSecured Party may, assignments on behalf of and instruments in the name of Grantor Grantor, receive, open and each dispose of them mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment or storage of any Collateral. To facilitate collection, Secured Party may notify account debtors and obligors on any Collateral to make payments directly to Secured Party. (if more than onef) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise If Secured Party chooses to sell any or all of the Collateral, Secured Party may obtain a judgment against Grantor for any deficiency remaining on the Indebtedness due to Secured Party after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. (g) Secured Party shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial CodeUCC as it may be amended from time to time. In addition, Secured Party shall have and may exercise any or all other rights and remedies it may have available at law, in equityequity or otherwise. (h) Except as may be prohibited by applicable law, all of Secured Party's rights and remedies, whether evidenced by this Agreement or the Note, or otherwiseby any other writing, shall be cumulative and may be exercised singularly or concurrently. Application of Proceeds. Apply Election by Secured Party to pursue any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement remedy shall not exclude pursuit of any expensesother remedy, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether an election to make expenditures or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to Lenderperform, with any excess funds shall not affect Secured Party's right to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessdeclare a default and exercise its remedies.

RIGHTS AND REMEDIES ON DEFAULT. If an Event Upon the occurrence of Default occurs under this Agreementany event of default, and at any time thereafter so long as thereunder, SECURED PARTY shall have all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare remedies of a secured party under the Uniform Commercial Code, including, without limitation, the following: (a) To declare all Indebtedness, including any prepayment penalty which Grantor would be required OBLIGATIONS of DEBTOR to pay, SECURED PARTY immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option ; (b) To make immediate and to the extent permitted by applicable law, retain exclusive possession of the Collateral while suing or any part thereof, and for that purpose SECURED PARTY may, so far as DEBTOR can give authority therefore, with or without judicial process, enter upon the premises on which the Indebtedness. Sell Collateral or any part thereof may be situated and remove the Collateral. Sell same therefrom; (c) To hold, maintain, preserve and prepare the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more Collateral for public or private salessale at SECURED PARTY’s sole discretion, until disposed of, or to retain the Inventory Collateral subject to DEBTOR’s right of redemption in satisfaction of the DEBTOR’s OBLIGATIONS as provided in the Uniform Commercial Code. SECURED PARTY may require DEBTOR to assemble the Collateral and make it available to SECURED PARTY for possession at a place to be designated by SECURED PARTY which is reasonably convenient to both parties. Unless the Collateral Inventory is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall SECURED PARTY will give or mail to Grantor, and other persons as required by law, DEBTOR reasonable notice at least thirty (30) days in advance of the time and place of any public sale, sale thereof or of the time after which any private sale may or any other intended disposition thereof is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender SECURED PARTY may be a the purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Inventory Collateral. Specific Performance. Lender mayThe net proceeds realized upon such disposition, after deduction for the expenses of retaking, holding, preparing for sale, selling or the like, and the reasonable attorney’s fees and legal expenses incurred by SECURED PARTY shall be applied in addition to or in lieu satisfaction of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of OBLIGATIONS secured hereby. SECURED PARTY will account to DEBTOR for any covenant contained in this Agreement or in aid of the execution or enforcement of surplus realized on such disposition and DEBTOR shall remain liable for any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessdeficiency.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Stock Pledge Agreement, at any time thereafter so long as Bank may, in its sole discretion and without further notice or demand, (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable; (ii) proceed immediately to exercise any and all of Bank's rights, powers, and privileges with respect to the Stock Collateral, including, without limitation, the right, after ten (10) days' notice of any kind to Grantor. Collect the Collateral. Collect any Pledgor to sell or otherwise dispose of the Stock Collateral and, or any part thereof at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit private or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into in such manner as Bank shall deem reasonable; and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144iii) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or exercise any other owner of right or remedy available to Bank under the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell applicable Uniform Commercial Code or dispose of any securities of such issuer without obtaining Lender’s prior written consentotherwise available by agreement or under federal or state law. Foreclosure. Maintain a judicial suit for foreclosure All rights and sale of the Collateral. Specific Performance. Lender may, remedies herein specified are cumulative and are in addition to or in lieu of such other rights and remedies as may be available to Bank. Bank shall act as the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s authorized agent and attorney-in-fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to execute endorsementstake such action on behalf of Pledgor as will further such a disposition, assignments including, without limitation, any necessary endorsement or signature in its own name. Pledgor expressly acknowledges that compliance with federal or state securities and instruments in other laws may limit the name disposition of Grantor and each the Stock Collateral by Bank. No disposition of them (if more than one) as the Stock Collateral by Bank upon an Event of Default shall be necessary deemed to be a breach of any duty to Pledgor or reasonableto be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if Bank in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Other Rights and Remedies. Have and exercise any or all Without limiting the generality of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeforegoing, Bank may at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the CollateralStock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to persons who will represent and agree that they are purchasing the Stock Collateral for their own account for investment, and not with a view to reimbursement distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Stock Pledge Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives any right of redemption, stay, or appraisal under present or future law. Each and every purchaser of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness Stock Collateral shall be vested with all shareholder's rights provided by the stock purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that Bank or any designee of Grantor Bank or Bank's parent holding company may purchase the Stock Collateral or any part thereof at any sale. Any requirement imposed by law regarding the giving to Lender, with Pledgor of prior notice of any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application sale or other disposition of the proceeds of Stock Collateral shall be deemed reasonable if given by Bank in writing at least ten (10) days prior to such sale or other disposition specifying the Collateral to the Indebtednesstime and place thereof.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate IndebtednessFORECLOSURE BY SALE. Declare all IndebtednessUpon an Event of Default under this Deed of Trust, including any prepayment penalty which Grantor would be required to pay, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust immediately due and payable, without payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of any kind default and of election to Grantorcause to be sold the Property, which notice Trustee shall cause to be filed for record. Collect Beneficiary also shall deposit with Trustee this Deed of Trust, the CollateralPromissory Note, and all documents evidencing expenditures secured hereby. Collect any After the lapse of such time as may then be required by law following the recordation of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession notice of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantordefault, and other persons notice of sale having been given as then required by law, notice Trustee, without demand on Trustor, shall sell the Property at least thirty (30) days in advance of the time and place fixed by it in the notice of any public sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that Trustee may postpone sale of all or any requirement portion of reasonable notice as to Grantor is satisfied if Lender mails notice the Property by ordinary mail addressed to Grantor public announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the such time and place of sale, and from time to time thereafter may postpone such sale and a brief description by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the property to be soldtruthfulness thereof. Lender Any person, including Trustor, Trustee or Beneficiary may be a purchaser purchase at any public such sale. Sell SecuritiesAfter deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto. Sell JUDICIAL FORECLOSURE. With respect to all or any securities included in part of the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such lawsReal Property, Lender is unable, or believes Lender is unable, to sell shall have the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or right in lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement grantedfull extent provided by California law. Transfer TitleUCC REMEDIES. Effect transfer of title upon sale of With respect to all or any part of the Collateral. For this purposePersonal Property, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or have all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code, at including without limitation the right to recover any deficiency in the manner and to the full extent provided by California law. COLLECT RENTS. Lender shall have the right, in equitywithout notice to Trustor, to take possession of and manage the Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Xxxxxx's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or otherwise. Application of Proceeds. Apply any cash which is part other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Xxxxxx, or which is then Trustor irrevocably designates Lender as Trustor's attorney-in-fact to endorse instruments received from in payment thereof in the collection or sale name of the CollateralTrustor and, to reimbursement of any expenses, including any costs negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Xxxxxx's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. APPOINT RECEIVER. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Xxxxxx's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Xxxxxx shall not disqualify a person from serving as a receiver.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this AgreementDefault, or at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare remedies in respect of the Collateral, in addition to any rights or remedies that may be available at law, in equity, or otherwise: a. Upon the occurrence and during the continuance of any Event of Default, the Lender may exercise, in addition to other rights and remedies provided for herein or otherwise available to it, all Indebtednessrights of voting, including any prepayment penalty which Grantor would be required exercise and conversion with respect to pay, immediately due the Collateral and payableall of the rights and remedies of a collateral agent upon default under the UCC at that time (whether or not applicable to the affected Collateral) and may also, without notice obligation to resort to other security, at any time and from time to time sell, resell, assign and deliver, in its sole discretion, all or any of any kind to Grantor. Collect the Collateral. Collect , in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which any Collateral may be listed, or at public or private sale, for cash, upon credit or for future delivery, and in connection therewith the Lender may grant options. b. If any of the Collateral is sold upon credit or for future delivery, the Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Lender may resell such Collateral. In no event shall the Beneficiary be credited with any part of the proceeds of sale of any Collateral until cash payment therefor has actually been received by the Lender. c. The Lender may purchase any Collateral at Lender’s option any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type that is the subject of widely distributed standard price quotations, the Lender may purchase such Collateral at private sale, and in each case may make payment therefor by any means, including, without limitation, by release or discharge of Obligations in lieu of cash payment. d. The Beneficiary recognizes that the Lender may be unable to the extent permitted by applicable law, retain possession effect a public sale of all or part of the Collateral while suing on consisting of securities by reason of certain prohibitions contained in the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretionSecurities Act of 1933, as a unit amended (the “Securities Act”), or in parcelsapplicable Blue Sky or other state securities laws, at as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Beneficiary agrees that any such Collateral sold at any such private sale may be sold at a price and upon other terms less favorable to the seller than if sold at public sale and that each such private sale shall be deemed to have been made in a commercially reasonable manner. The Lender shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under the Securities Act. The Beneficiary agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. e. No demand, advertisement or private sales. Unless notice, all of which are hereby expressly waived, shall be required in connection with any sale or other disposition of any part of the Collateral is perishable or that threatens to decline speedily in value or that is of a type customarily sold on a recognized market, ; otherwise the Lender shall give or mail to Grantor, and other persons as required by law, notice the Beneficiary at least thirty ten (3010) days in advance days’ prior notice of the time and place of any public sale, or sale and of the time after which any private sale may or other disposition is to be made, which notice the Beneficiary agrees is commercially reasonable. f. The Lender shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. HoweverThe Lender may, no without notice need or publication, adjourn any public or private sale or cause the same to be provided adjourned from time to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice time by ordinary mail addressed to Grantor announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of fixed for sale, and such sale may, without further notice, be made at the time and a brief description place to which the same was so adjourned. g. The remedies provided herein in favor of the property Lender shall not be deemed exclusive, but shall be cumulative, and shall be in addition to be sold. all other remedies in favor of the Lender may be existing at law or in equity. h. To the extent that applicable law imposes duties on the Lender to exercise remedies in a purchaser at commercially reasonable manner, the Beneficiary acknowledges and agrees that it is not commercially unreasonable for the Lender (i) to advertise dispositions of Collateral through publications or media of general circulation; (ii) to contact other persons, whether or not in the same business as the Beneficiary, for expressions of interest in acquiring all or any public sale. Sell Securities. Sell any securities portion of the Collateral; (iii) to hire one or more professional auctioneers to assist in the disposition of Collateral; (iv) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because or that have the reasonable capability of restrictions under such laws, Lender is unabledoing so, or believes Lender is unablethat match buyers and sellers of assets; (v) to disclaim disposition warranties, or (vi) to the extent deemed appropriate by the Lender, to sell obtain the securities in an open market transactionservices of brokers, Grantor agrees that investment bankers, consultants and other professionals to assist the Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose disposition of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. The Beneficiary acknowledges that the purpose of this clause (h) is to provide non-exhaustive indications of what actions or omissions by the Lender may, would not be commercially unreasonable in addition to or in lieu of the foregoing remedies, in Lender’s sole discretionexercise of remedies against the Collateral and that other actions or omissions by the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this clause (h). Without limiting the foregoing, commence an appropriate action against Grantor seeking specific performance of any covenant nothing contained in this clause (h) shall be construed to grant any rights to the Beneficiary or to impose any duties on the Lender that would not have been granted or imposed by this Pledge Agreement or by applicable law in aid the absence of this clause (h). i. The Lender’s prior recourse to any Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the IndebtednessObligations.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this Stock Pledge Agreement, at any time thereafter so long as Bank may, in its sole discretion and without further notice or demand, (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable; (ii) proceed immediately to exercise any and all of Bank's rights, powers, and privileges with respect to the Stock Collateral, including, without limitation, the right to sell or otherwise dispose of the Stock Collateral or any part thereof at private or public sale, in such manner as Bank shall deem reasonable; and (iii) exercise any other right or remedy available to Bank under the applicable Uniform Commercial Code or otherwise available by agreement or under federal or state law. All rights and remedies herein specified are cumulative and are in addition to such other rights and remedies as may be available to Bank. Bank shall act as the authorized agent and attorney-in- fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to take such action on behalf of Pledgor as will further such a disposition, including, without limitation, any necessary endorsement or signature in its own name. Pledgor expressly acknowledges that compliance with federal or state securities and other laws may limit the disposition of the Stock Collateral by Bank. No disposition of the Stock Collateral by Bank upon an Event of Default shall be deemed to be a breach of any duty to Pledgor or to be commercially unreasonable because a better sales price might have been attained through an alternative disposition, if Bank in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Without limiting the generality of the foregoing, Bank may at any sale of the Stock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to persons who will represent and agree that they are purchasing the Stock Collateral for their own account for investment, and not with a view to distribution or sale. Any purchaser at a sale conducted pursuant to the terms of this Stock Pledge Agreement shall hold the property sold absolutely, free from any claim or right on the part of Pledgor, and Pledgor hereby waives any right of redemption, stay, or appraisal under present or future law. Each and every purchaser of any of the Stock Collateral shall be vested with all shareholder's rights provided by the stock purchased, including, without limitation, all voting and dividend rights. Pledgor agrees that Bank may purchase the Stock Collateral or any part thereof at any sale. Any requirement imposed by law regarding the giving to Pledgor of prior notice of any kind to Grantor. Collect the Collateral. Collect any sale or other disposition of the Stock Collateral and, at Lender’s option and to the extent permitted shall be deemed reasonable if given by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or Bank in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice writing at least thirty ten (3010) days in advance of prior to such sale or other disposition specifying the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessthereof.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as In addition to the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtednessremedies granted to it in this Agreement and in any other instrument or agreement securing, including any prepayment penalty which Grantor would be required evidencing, or relating to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral andIndebtedness, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender Surety will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions UCC. In the event of the Uniform Commercial Coderefusal or failure of Indemnitors to exonerate Surety as required under the Indemnity Agreement, Indemnitors agree upon written demand to provide to Surety a reasonable amount of money designated by Surety and/or other collateral decided upon by Surety. Such funds and/or other collateral will be held by Surety as collateral in addition to the indemnity and other collateral afforded by this Agreement, with the right to use such funds and/or other collateral or any part thereof, at lawany time in performance, payment, or compromise of any obligations or liability, claims, demands, judgments, damages, fees, and disbursements or other expenses. Said deposit and/or provision of money and/or other collateral designated by Surety will be required regardless of whether any Reserve has been established by Surety. Without limiting the generality of the foregoing, in equitythe event Surety posts a Reserve, or otherwise. Application of Proceeds. Apply any then Indemnitors will deliver to Surety cash which is part of in an amount equal to the Reserve posted in addition to the Collateral. Demand will be sufficient if sent by certified mail, or which is received from the collection or sale of the Collateralreturn receipt requested, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costsIndemnitors at the address or addresses given herein or last known to Surety, whether or not there is a lawsuit actually received. Indemnitors acknowledge that the failure of Indemnitors to deposit with Surety, immediately upon demand, the sum demanded by Surety as collateral security will cause irreparable harm to Surety for which Surety has no adequate remedy at law. Indemnitors agree that Surety will be entitled to injunctive relief for specific performance of the obligations of Indemnitors to deposit with Surety the sum demanded as collateral security and including hereby waives any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and claims or defenses to the payment contrary. The deposit of the Indebtedness of Grantor collateral pursuant to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.this

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Declare all IndebtednessLender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to paypay without notice, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted except as may be expressly required by applicable law, retain possession . UCC Remedies. With respect to all or any part of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. Collect Rents. Lender shall have the right, at lawwithout notice to Grantor, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney--in--fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Nonjudicial Foreclosure. Lender may exercise the right to the Indebtednessnonjudicial foreclosure pursuant to Iowa Code Section 654.18 and Chapter 655A as now enacted or hereafter modified, amended or replaced.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the New York Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor Granter would be required to pay, immediately due and payable, without notice of any kind to GrantorGranter. Collect Assemble Collateral. Lender may require Granter to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Granter to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Granter to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Granter agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Granter after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, at Collateral or proceeds thereof in Lender’s discretion, as a unit own name or in parcels, that of Granter. Lender may sell the Collateral at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to GrantorGranter, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time lime and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral (including legal fees and costs), shall become a part of the Indebtedness secured by this Agreement and payable from the proceeds of the disposition of the Collateral, and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. The right to a receiver shall be given to Lender regardless of the solvency of Grantor and without any requirement to give notice to Grantor. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender’s discretion transfer any Collateral into Lender’s own name or that of Lender’s nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust. xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, Lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Granter; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the California Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness: Lender may declare the entire indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice notice. Assemble Collateral: Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any kind and all certificates of title and other documents relating to Grantor. Collect the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Grantor reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days, or such lesser time as required by state law, before the time of the issuer of sale or disposition. All expenses relating to the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from the date of expenditure until repaid. Specific PerformanceAppoint Receiver: To the extent permitted by applicable law, Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right, (b) the receiver may be an employee of Lender and may serve without bond, and (c) all fees of the receiver and his or her attorney shall become part of the indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Collect Revenues, Apply Accounts: Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues there from and hold the same as security for the indebtedness or apply it to payment of the indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, chooses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not indebtedness or Collateral is then due. For these purposes, Lender may, in addition to or in lieu on behalf of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor Grantor, receive, open and each dispose of them (if more than one) as shall mail addressed to Grantor; change any address to which mail and payments are to be necessary or reasonable. Other Rights sent; and Remedies. Have endorse notes, checks, drafts, money orders, documents of title, instruments and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeitems pertaining to payment, at law, in equityshipment, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement storage of any expensesCollateral. To facilitate collection, including Lender may notify account debtors and obligors on any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Declare all IndebtednessLender shall have the right at its option without notice to Grantor to declare the entire indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay, immediately due and payable. Collect Rents. Lender shall have the right, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain take possession of the Collateral while suing on Property and collect the Rents, including amounts past due and unpaid, and apply the net proceeds, over and above Lender's costs, against the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is In furtherance of a type customarily sold on a recognized marketthis right, Lender shall give or mail have all the rights provided for in the Lender's Right to GrantorCollect Section, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writingabove. If a public sale is heldthe Rents are collected by Lender, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, then Grantor irrevocably appoints designates Lender as Grantor’s 's attorney-in-fact to execute endorsements, assignments and endorse instruments received in payment thereof in the name of Grantor and each of them (if more than one) as to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of satisfy the rights and remedies of a secured creditor under obligations for which the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costspayments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law, . Lender's right to pay any deficiency after application the appointment of a receiver shall exist whether or not the apparent value of the proceeds of Property exceeds the Collateral to the IndebtednessIndebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, Mortgage and at any time thereafter so long as prior to the cure of such Event of Default continues uncuredDefault, Lender Mortgagee, at its option, may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including in addition to any prepayment penalty which Grantor would be required other rights or remedies provided by law: (a) Subject to payapplicable law, Mortgagee shall have the right at is option without notice to Mortgagor to declare the Obligations immediately due and payable, without notice of any kind to Grantor. Collect Mortgagee shall have the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at obtain judgment for the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with Obligations (including all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property amounts advanced or to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal advanced by Mortgagee under Section 13 above, all costs and state securities expenses of collection and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expensessuit, including any costs for registration of securitiesbankruptcy or insolvency proceeding affecting Mortgagor, commissions and reasonable attorneys’ fees incurred in connection with any of the foregoing) together with interest on such judgment at the Default Rate until payment in full is received by Mortgagee and Mortgagee shall have the right to obtain execution upon the Mortgaged Property on account of such judgment; (b) Mortgagee shall have the right to have a receiver appointed to take possession of all or any part of the Mortgaged Property, with the power to protect and preserve the Mortgaged Property, to operate the Mortgaged Property preceding foreclosure or sale, attorneys’ fees and court coststo collect rents, if any, from the Mortgaged Property and apply the proceeds, over and above the cost of the receivership, against the Obligations. The receiver may serve without bond if permitted by law. Mortgagee’s right to the appointment of a receiver shall exist whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment apparent value of the Indebtedness of Grantor to Lender, with Mortgaged Property exceeds the Obligations by a substantial amount. Employment by Mortgagee shall not disqualify a person from serving as a receiver; (c) Mortgagee may obtain a judicial decree foreclosing Mortgagor’s interest in all or any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application part of the proceeds of the Collateral to the Indebtedness.Mortgaged Property;

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all IndebtednessLender may declare the entire indebtedness, including any prepayment penalty which Grantor Borrower would be required to pay, immediately due and payable, without notice notice, except that in the case of any kind to Grantor. Collect the Collateral. Collect any an Event of Default of the Collateral andtype described in the "Insolvency" section above, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtednesssuch acceleration shall be automatic. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer or otherwise deal with the Collateral, Collateral or proceeds thereof in its own name or that of Borrower. lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, Borrower reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner intended disposition of the Collateral is an affiliate to be made. The requirements of reasonable notice shall be met if such notice is given at least ten (10) days before the time of the issuer sale or disposition. All expenses relating to the disposition of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain Collateral shall become a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For Indebtedness secured by this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments Agreement and instruments in the name of Grantor and each of them (if more than one) as shall be necessary payable on demand, with interest at the rate hereon from date of expenditure until repaid. Default Rate. Lender may also, at its option, if permitted under applicable law, do one or reasonable. Other Rights and Remedies. Have and exercise any or all more of the rights and remedies of a secured creditor under following: (a)increase the provisions of the Uniform Commercial Codeinterest rate hereon by 5 percentage points, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral if and to the payment of extent that the Indebtedness of Grantor increase does not cause the interest rate to Lender, with any excess funds to be paid to Grantor as exceed the interests of Grantor may appear. Grantor agrees, to the extent maximum rate permitted by applicable law, and (b)add any unpaid accrued interest to pay principal, and such sum will bear interest therefrom until paid at the rate provided herein (including any deficiency after application of the proceeds of the Collateral to the Indebtednessincreased rate).

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this AgreementDefault, and at any time thereafter so long as the until such Event of Default continues uncuredis cured to the satisfaction of Lender, and in addition to the rights granted to Lender under Article 6 hereof or under any other Loan Document, Collateral Agreement or other instrument evidencing, securing or otherwise relating to any of the Indebtedness, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. : 9.1 Declare any and all Indebtedness, including any prepayment penalty which Grantor would Indebtedness to be required to pay, immediately due and payable, and the same shall thereupon become immediately due and payable without further notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in demand. 9.2 In the name of Grantor Operator or otherwise, demand, collect, receive and each receipt for, compound, compromise, settle and give acquittance for and prosecute and discontinue any suits or proceedings in respect of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the Collateral Property. 9.3 Take any action that Lender may deem necessary or desirable in order to realize on the Collateral Property, including, without limitation, the power to perform any contract, to endorse in the name of Operator any checks, drafts, notes, or other instruments or documents received in payment of or on account of the Collateral Property. 9.4 Enter upon and into and take possession of all or such part or parts of the Collateral Property as may be necessary or appropriate in the judgment of Lender, to permit or enable Lender to store, lease, sell or otherwise dispose of or collect all or any part of the Collateral Property, and use and operate said property for such purposes and for such length of time as Lender may deem necessary or appropriate for said purposes without the payment of any compensation to Operator therefor. Operator shall provide Lender with all information and assistance requested by Lender to facilitate the storage, leasing, sale or other disposition or collection of the Collateral Property after an Event of Default. 9.5 Exercise any and all other rights and remedies of a secured creditor available to Lender by law, in equity or by agreement, including rights and remedies under the provisions law of the Property Jurisdiction or any other applicable law as they relate to the Collateral Property and including all remedies available to Lender under Article 9 of the Uniform Commercial CodeCode of the Property Jurisdiction, at lawand, in equityconnection therewith, or otherwise. Application Lender may require Operator to assemble the Collateral Property and make it available to Lender at a place to be designated by Lender, and any notice (as hereinafter defined) of Proceeds. Apply intended disposition of any cash which is part of the Collateral, Collateral Property required by law shall be deemed reasonable if such notice is mailed or which is received from delivered to Operator pursuant to this Agreement at least ten (10) days before the collection date of such disposition. The Lender may sell or sale otherwise dispose of any or all of the Collateral, to reimbursement Collateral Property in a single unit or in multiple units and the Lender may be the purchaser at such sale or other disposition. 9.6 All proceeds of any expenses, including any costs for registration sale or disposition of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of Property shall be applied toward the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor Borrower in such manner and order as the interests of Grantor Lender may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesselect.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at LenderXxxxxx’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at LenderXxxxxx’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty ten (3010) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender Xxxxxx is unable, or believes Lender Xxxxxx is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such lawspersons, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Rights and Remedies with Respect to Investment Property, Financial Assets and Related Collateral. In addition to other rights and remedies granted under this Agreement and under applicable law, Lender may exercise any or all of the following rights and remedies: (1) register with any issuer or broker or other securities intermediary any of the Collateral consisting of investment property or financial assets (collectively herein, “investment property”) in Lender’s sole name or in the name of Xxxxxx’s broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Collateral consisting of securities, or investment property capable of being delivered; (3) enter into a control agreement or power of attorney with any issuer or securities intermediary with respect to any Collateral consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by Grantor; (4) execute any such control agreement on Grantor’s behalf and in Grantor’s name, and hereby irrevocably appoints Xxxxxx as agent and attorney-in-fact, coupled with an interest, for the purpose of executing such control agreement on Grantor’s behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Collateral; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Collateral consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Xxxxxx’s discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by Grantor. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in “control” of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, and shall fully authorize Lender to issue “entitlement orders” concerning the transfer, redemption, liquidation or disposition of investment collateral, in conformance with the provisions of the Uniform Commercial Code. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor Xxxxxxx irrevocably appoints Lender Xxxxxx as GrantorXxxxxxx’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ permissible fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor Xxxxxxx agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including Including any prepayment penalty which Grantor Borrower would be required to pay, immediately Immediately due and payable, without notice of any kind to Borrower or Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s 's option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s 's discretion, as a unit or in In parcels, at one or more public or private sales. Unless the Collateral is Is perishable or threatens to decline speedily in In value or is Is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by lawor any of them, notice at least thirty ten (3010) days in In advance of the time and place of any public sale, or of the time date after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is Is satisfied if If Lender mails notice by ordinary mail addressed to Grantor Grantor, or any of them, at the last address Grantor has given Lender in writing. If a public sale is Is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in In any newspaper of general circulation in In the county where the Collateral is Is located, setting selling forth the time and place of sale and a brief description of the property properly to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Florida Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect COMMERCIAL SECURITY AGREEMENT (Continued) Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part disposition of the Collateral, or which is received from including without limitation the collection or expenses of retaking, holding, insuring, preparing for sale of and selling the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with shall become a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment part of the Indebtedness of Grantor to Lendersecured by this Agreement and shall be payable on demand, with any excess funds to be paid to Grantor as interest at the interests Note rate from date of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednessexpenditure until repaid.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Mortgagee may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all IndebtednessChanhassen, including any prepayment penalty which Grantor would be required to pay, Minnesota (a) Mortgagee may declare the entire Indebtedness immediately due and payable, without notice notice, presentment, protest, demand or action of any kind nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable. (b) Mortgagee shall have the right to Grantor. Collect foreclose this Instrument in accordance with applicable law. (c) In the Collateral. Collect event of any of the Collateral andforeclosure, at Lender’s option and to the extent permitted by applicable law, retain possession Mortgagee will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insufficient to satisfy the judgment, execution may issue for any amount by which the unpaid balance of the Collateral while suing on obligations secured by this Instrument exceeds the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens net sale proceeds payable to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail Mortgagee. (d) With respect to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purposeProperty that constitutes personalty, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact Mortgagee shall have all rights and remedies of secured party under the Uniform Commercial Code. (e) Mortgagee shall have the right to execute endorsements, assignments and instruments in the name have a receiver appointed to take possession of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights Property, with the power to protect and remedies of a secured creditor under preserve the provisions Property, to operate the Property preceding foreclosure or sale, to collect all the Rents from the Property and apply the proceeds, over and above cost of the Uniform Commercial Codereceivership, at lawagainst the sums due under this Instrument, in equity, or otherwise. Application of Proceeds. Apply any cash which is part and to exercise all of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection rights with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and respect to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor Property described in Section 22 above. The receiver may appearserve without bond if permitted by law. Grantor agrees, to To the extent permitted by law, Mortgagee’s right to pay any deficiency after application the appointment of a receiver shall exist whether or not apparent value of the proceeds Property exceeds the sums due under this Instrument by a substantial amount. Employment by Mortgagee shall not disqualify a person from serving as a receiver. (f) In the event Mortgagor remains in possession of the Collateral Property after the Property is sold as provided above or Mortgagee otherwise becomes entitled to possession of the IndebtednessProperty upon default of Mortgagor, Mortgagor shall become a tenant at will of Mortgagee or the purchaser of the Property and shall pay a reasonable rental for use of the Property while in Mortgagee’s possession. (g) Mortgagee shall have any other right or remedy provided in this Instrument, the Reimbursement Agreement or any other Financing Document or instrument delivered by Mortgagor in connection therewith, or available at law, in equity or otherwise. (h) Mortgagor does hereby grant and confer upon Mortgagee the fullest rights and remedies available for foreclosure of this Instrument by action or by advertisement pursuant to Minn. Stat. Chapters 580, 581 and 582, as said statutes may be amended from time to time, and pursuant to other applicable Minnesota laws and statutes, as amended, governing and authorizing mortgage foreclosures by action or by advertisement; and the power of sale granted to Mortgagee in this Instrument shall include, without limitation, Chanhassen, Minnesota the power of sale required to permit, at Mortgagee’s option, lawful foreclosure of this Instrument by advertisement in accordance with the statutes then made and provided.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence of an Event of Default occurs under this AgreementDefault, or at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare remedies in respect of the Collateral, in addition to any rights or remedies that may be available at law, in equity, or otherwise: a. Upon the occurrence and during the continuance of any Event of Default, the Lender may exercise, in addition to other rights and remedies provided for herein or otherwise available to it, all Indebtednessrights of voting, including any prepayment penalty which Grantor would be required exercise and conversion with respect to pay, immediately due the Collateral and payableall of the rights and remedies of a collateral agent on default under the UCC at that time (whether or not applicable to the affected Collateral) and may also, without notice obligation to resort to other security, at any time and from time to time sell, resell, assign and deliver, in its sole discretion, all or any of any kind to Grantor. Collect the Collateral. Collect , in one or more parcels at the same or different times, and all right, title and interest, claim and demand therein and right of redemption thereof, on any securities exchange on which any Collateral may be listed, or at public or private sale, for cash, upon credit or for future delivery, and in connection therewith the Lender may grant options. b. If any of the Collateral is sold upon credit or for future delivery, the Lender shall not be liable for the failure of the purchaser to purchase or pay for the same and, in the event of any such failure, the Lender may resell such Collateral. In no event shall the Beneficiary be credited with any part of the proceeds of sale of any Collateral until cash payment therefor has actually been received by the Lender. c. The Lender may purchase any Collateral at Lender’s option any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type that is the subject of widely distributed standard price quotations, the Lender may purchase such Collateral at private sale, and in each case may make payment therefor by any means, including, without limitation, by release or discharge of Obligations in lieu of cash payment. d. The Beneficiary recognizes that the Lender may be unable to the extent permitted by applicable law, retain possession effect a public sale of all or part of the Collateral while suing on consisting of securities by reason of certain prohibitions contained in the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretionSecurities Act of 1933, as a unit amended (the “Securities Act”), or in parcelsapplicable Blue Sky or other state securities laws, at as now or hereafter in effect, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Beneficiary agrees that any such Collateral sold at any such private sale may be sold at a price and upon other terms less favorable to the seller than if sold at public sale and that each such private sale shall be deemed to have been made in a commercially reasonable manner. The Lender shall have no obligation to delay the sale of any such securities for the period of time necessary to permit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under the Securities Act. The Beneficiary agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. e. No demand, advertisement or private sales. Unless notice, all of which are hereby expressly waived, shall be required in connection with any sale or other disposition of any part of the Collateral is perishable or that threatens to decline speedily in value or that is of a type customarily sold on a recognized market, ; otherwise the Lender shall give or mail to Grantor, and other persons as required by law, notice the Beneficiary at least thirty ten (3010) days in advance days’ prior notice of the time and place of any public sale, or sale and of the time after which any private sale may or other disposition is to be made, which notice the Beneficiary agrees is commercially reasonable. f. The Lender shall not be obligated to make any sale of Collateral if it shall determine not to do so, regardless of the fact that notice of sale may have been given. HoweverThe Lender may, no without notice need or publication, adjourn any public or private sale or cause the same to be provided adjourned from time to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice time by ordinary mail addressed to Grantor announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of fixed for sale, and such sale may, without further notice, be made at the time and a brief description place to which the same was so adjourned. g. The remedies provided herein in favor of the property Lender shall not be deemed exclusive, but shall be cumulative, and shall be in addition to be sold. all other remedies in favor of the Lender may be existing at law or in equity. h. To the extent that applicable law imposes duties on the Lender to exercise remedies in a purchaser at commercially reasonable manner, the Beneficiary acknowledges and agrees that it is not commercially unreasonable for the Lender (i) to advertise dispositions of Collateral through publications or media of general circulation; (ii) to contact other persons, whether or not in the same business as the Beneficiary, for expressions of interest in acquiring all or any public sale. Sell Securities. Sell any securities portion of the Collateral; (iii) to hire one or more professional auctioneers to assist in the disposition of Collateral; (iv) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because or that have the reasonable capability of restrictions under such laws, Lender is unabledoing so, or believes Lender is unablethat match buyers and sellers of assets; (v) to disclaim disposition warranties, or (vi) to the extent deemed appropriate by the Lender, to sell obtain the securities in an open market transactionservices of brokers, Grantor agrees that investment bankers, consultants and other professionals to assist the Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose disposition of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. The Beneficiary acknowledges that the purpose of this clause (h) is to provide non-exhaustive indications of what actions or omissions by the Lender may, would not be commercially unreasonable in addition to or in lieu of the foregoing remedies, in Lender’s sole discretionexercise of remedies against the Collateral and that other actions or omissions by the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this clause (h). Without limiting the foregoing, commence an appropriate action against Grantor seeking specific performance of any covenant nothing contained in this clause (h) shall be construed to grant any rights to the Beneficiary or to impose any duties on the Lender that would not have been granted or imposed by this Pledge Agreement or by applicable law in aid the absence of this clause (h). i. The Lender’s prior recourse to any Collateral shall not constitute a condition of any demand, suit or proceeding for payment or collection of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the IndebtednessObligations.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, Deed of Trust. at any time thereafter so long as the Event of Default continues uncuredthereafter, Trustee or Lender may exercise any one or more of the following rights and remedies: Accelerate IndebtednessSection of Remedies. Declare Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Trustor under this Deed of Trust, after Trustor's failure to perform, shall not affect Lender's right to declare e default and exercise its remedies. Foreclosure by Sale. Upon an Event of Default under this Deed of Trust, Beneficiary may declare the entire Indebtedness secured by this Deed of Trust Immediately due and payable by delivery to Trustee of written declaration of default and demand for sale and of written notice of default and of election to cause to be sold the Property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, other documents requested by Trustee, and all Indebtedness, including any prepayment penalty which Grantor would documents evidencing expenditures secured hereby.After the lapse of such time as may then be required to pay, immediately due and payable, without by law following the recordation of the notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantordefault, and other persons notice of sale having been given as then required by law, notice Trustee, without demand on Trustor, shall .sell the Property at least thirty (30) days in advance of the time and place fixed by It In the notice of any public sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash In lawful money of the United States, payable at time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that Trustee may postpone sale of all or any requirement portion of reasonable notice as to Grantor is satisfied if Lender mails notice the Property by ordinary mail addressed to Grantor public announcement at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the such time and place of sale, and from time to time thereafter may postpone such sale and a brief description by public announcement at the time fixed by the preceding postponement in accordance with applicable law. Trustee shall deliver to such purchaser its deed conveying the Property so sold, but without any covenant or warranty; express or lmplied. The recitals in such deed of any matters or facts shall be conclusive proof of the property to be soldtruthfulness thereof. Lender Any person, including Trustor, Trustee or Beneficiary may be a purchaser purchase at any public such sale. Sell Securities. Sell any securities included After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the Collateral proceeds of sale to payment of: all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in a manner consistent with applicable federal effect at the date hereof; all other sums than secured hereby; and state securities and insurance laws. Ifthe remainder, because of restrictions under such laws, Lender is unable, or believes Lender is unableIf any, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation person or persons legally entitled thereto. Judicial Foreclosure. With respect to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor all or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the CollateralReal Property, lender shall have the right In lieu of foreclosure by power of sale to foreclose by judicial foreclosure in accordance with and to the full extent provided by California law. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and UCC Remedies. Have and exercise With respect to all or any or part of the Personal Property, Lender shall have all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code, at including without limitation the right to recover any deficiency In the manner, and to the full extent provided by California law. DEED OF TRUST • (Continued) Page 7 ·Collect Rents. Lender .shall have the right, in equitywithout notice to Borrower or Trustor to take possession of and manage the Property and collect the Rents, Including amounts past due and unpaid, and apply the net proceeds. over and above Lender's costs, against the Indebtedness. In furtherance of its right. Lender may require any tenant or otherwise. Application of Proceeds. Apply any cash which is part other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by lender, then Trustor irrevocably designates Lender as Trustor's attorney-In-fact to endorse Instruments received in payment thereof in the name of Trustor and to negotiate the same and collect the proceeds.Payments by tenants or other users to Lender In response to Lender's demand shall satisfy the obligations for which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costspayments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this subparagraph either in person, by agent, or through a lawsuit and including receiver. Appoint Receiver. Lender shall have the right to appoint a receiver appointed to take possession of all or any fees on appeal, incurred by Lender in connection part of the Property. with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment leases and Rents from the Property and apply the proceeds. over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor indebtedness. The receiver may appear. Grantor agrees, to the extent serve without bond If permitted by law, . Lender's right to pay any deficiency after application the appointment of a recetver shall exist whether or not the apparent value of the proceeds Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Tenancy at Sufferance. If Trustor remains in possession of the Collateral Property after the Property is .sold as provided above or Lender otherwise becomes entitled to possession of the IndebtednessProperty upon default of Borrower or Trustor, Trustor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender's option, either (1) pay a reasonable rental for the use of the Property, or (2) vacate the Property immediately upon the demand of Lender.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required Lender shall have the right at its option without notice to pay, Borrower to declare the entire Indebtedness immediately due and payable, without notice of . UCC Remedies. With respect to all or any kind to Grantor. Collect the Collateral. Collect any part of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketPersonal Property, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with have all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor party under the provisions of the Uniform Commercial Code. Collect Rents. Lender shall have the right, at lawwithout notice to Grantor or Borrower, in equity, or otherwise. Application of Proceeds. Apply any cash which is part to take possession of the CollateralProperty and collect the Rents, including amounts past due and unpaid and apply the net proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this right, Lender may require any tenant or which is received from the collection or sale other user of the CollateralProperty to make payments of rent or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably designates Lender as Grantor's attorney- in-fact to reimbursement endorse instruments received in payment thereof in the name of any expenses, including any costs Grantor and to negotiate the same and collect the proceeds. Payments by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costswhich the payments are made, whether or not there is any proper grounds for the demand existed. Lender may exercise its rights under this paragraph either in person, by agent, or through a lawsuit and including receiver. Mortgagee in Possession. Lender shall have the right to be placed as mortgagee in possession or to have a receiver appointed to take possession of all or any fees on appealpart of the Property, incurred by Lender in connection with the collection power to protect and sale of such Collateral preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the payment Rents from the Property and apply the proceeds, over and above the cost of the Indebtedness of Grantor to Lenderreceivership, with any excess funds to be paid to Grantor as against the interests of Grantor Indebtedness. The Mortgagee in possession or receiver may appear. Grantor agrees, to the extent serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in all or any part of the Property. Deficiency Judgment. If permitted by applicable law, to pay Lender may obtain a judgment for any deficiency remaining in the Indebtedness due to Lender after application of all amounts received from the proceeds exercise of the Collateral to the Indebtednessrights provided in this section.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, lender shall have all the Event rights of Default continues uncureda secured party under the Utah Uniform Commercial Code. In addition and without limitation, Lender lender may exercise any one anyone or more of the following rights and remedies: Accelerate Indebtedness. Declare all lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. lender may require Grantor to deliver to lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of lender may require Grantor to assemble the Collateral and, and make it available to lender at Lender’s option and a place to be designated by lender. lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees lender may take such other goods, provided that lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in lender's own name or that of Grantor. lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall lender will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral. Specific Performance. Lender may, in addition to or in lieu including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in Indebtedness secured by this Agreement or in aid and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Appoint Receiver. lender shall have the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale right to have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness.Grantor hereby waives any requirement that the receiver be impartial and disinterested as to all of the parties and agrees that employment by lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. lender may at any time in lender's discretion transfer any Collateral into lender's own name or that of lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on xxx Collateral as lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees on appeal, incurred by Lender in connection with the collection address to which mail and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds payments are to be paid sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to Grantor as the interests payment, shipment, or storage of Grantor any Collateral. To facilitate collection, lender may appear. Grantor agrees, to the extent permitted by law, to pay notify account debtors and obligors on any deficiency after application of the proceeds of the Collateral to the Indebtednessmake payments directly to lender.

RIGHTS AND REMEDIES ON DEFAULT. If Upon the occurrence and during the continuance of an Event of Default occurs under this Agreement and in addition to the rights set forth elsewhere herein, in the Note, in the other Loan Documents (as defined in the Loan Agreement) or available under applicable law, at any time thereafter so long as Secured Party may, in Secured Party’s sole discretion and without further notice or demand (i) declare all the Event of Default continues uncured, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would Secured Obligations to be required to pay, immediately due and payable, without notice (ii) proceed immediately to exercise any and all of any kind to Grantor. Collect the Collateral. Collect any of the Collateral andPledgor’s rights, at Lender’s option powers and privileges with respect to the extent permitted by applicable law, retain possession of the Stock Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner Collateral, including without limitation, the right to sell or otherwise dispose of the Stock Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor or any other person signing this Agreement will sell Collateral, or dispose of any securities of part thereof, at private or public sale in such issuer without obtaining Lender’s prior written consentmanner as Secured Party shall deem reasonable, and (iii) exercise any other right or remedy available to Secured Party under the Georgia Uniform Commercial Code or otherwise available by any agreement with Pledgor or under applicable federal or state law. Foreclosure. Maintain a judicial suit for foreclosure All rights and sale of the Collateral. Specific Performance. Lender may, remedies herein specified are cumulative and are in addition to or in lieu of such other rights and remedies as may be available to Secured Party. Secured Party shall act as the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s authorized agent and attorney-in-fact of Pledgor in disposing of the Stock Collateral, and in that capacity is authorized to execute endorsementstake such action on behalf of Pledgor as will further such a disposition, assignments including without limitation, any necessary endorsement or signature in Secured Party’s own or Pledgor’s name. Pledgor expressly acknowledges that compliance with federal or state securities and instruments in other laws may limit the name disposition of Grantor the Stock Collateral by Secured Party. No disposition of the Stock Collateral by Secured Party following the occurrence and each during the continuance of them (if more than one) as an Event of Default shall be necessary deemed to be a breach of any duty to Pledgor to be commercially reasonable because a better sales price might have been attained through an alternative disposition if Secured Party has acted reasonably and in good faith, or reasonableif Secured Party in good faith has determined that the alternative disposition might constitute a violation of state or federal laws. Other Rights Without limiting the generality of the foregoing, Secured Party may at any sale of the Stock Collateral restrict the prospective bidders or purchasers of the Stock Collateral to Persons who will represent and Remedies. Have agree that they are purchasing the Stock Collateral for their own account for investment and exercise not with a view to distribution or sale, to Persons who represent and agree that they are all residents of one particular state, or to Persons who represent and agree that they are sophisticated investors having such net worth that they could withstand the loss of any investment made in purchasing any part or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Stock Collateral, or which is received other similar restrictions, along with restricting the number of purchasers or prospective purchasers of said Stock Collateral. Any purchaser at a sale conducted pursuant to the terms of this Agreement shall hold the property sold absolutely, free from any claim or right on the collection part of Pledgor, and Pledgor hereby waives any right of redemption, stay or sale appraisal under present or future law. Each and every purchaser of any of the CollateralStock Collateral shall be vested with all shareholder’s rights provided by the stock purchased, including without limitation, all voting and dividend rights. Pledgor agrees that Secured Party may purchase the Stock Collateral or any part thereof at any such sale. Any requirement imposed by law regarding the giving to reimbursement Pledgor of prior notice of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether sale or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment other disposition of the Indebtedness of Grantor Stock Collateral shall be deemed reasonable if given by Secured Party in writing at least ten days prior to Lender, with any excess funds to be paid to Grantor as such sale or other disposition specifying the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtednesstime and place thereof.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the Georgia Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Lender may declare the entire Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect Assemble Collateral. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and other documents relating to the Collateral. Collect any of Lender may require Grantor to assemble the Collateral and, and make it available to Lender at a place to be designated by Lender’s option and . Lender also shall have full power to enter upon the extent permitted by applicable law, retain property of Grantor to take possession of and remove the Collateral. If the Collateral while suing on contains other goods not covered by this Agreement at the Indebtednesstime of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. Sell the Collateral. Sell Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral, Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at Lender’s discretion, as a unit or in parcels, at one or more public auction or private salessale. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall will give or mail to Grantor, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may or any other disposition of the Collateral is to be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s 's right to notification of sale. Grantor agrees that any requirement The requirements of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements met if such notice is given at least ten (10) days before the time of notice the sale or disposition. All expenses relating to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. Specific PerformanceAppoint Receiver. Lender may, in addition shall have the right to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale have a receiver appointed to take possession of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, at law, in equity, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from with the collection or sale of power to protect and preserve the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a operate the Collateral preceding foreclosure or sale, attorneys’ fees and court coststo collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenues therefrom and hold the same as security for the Indebtedness or apply it to payment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, xxx for, foreclose, or realize on the Collateral as Lender may determine, whether or not there Indebtedness or Collateral is a lawsuit then due. For these purposes, Lender may, on behalf of and including in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any fees address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on appeal, incurred by Lender in connection with the collection and sale of such any Collateral and to the payment of the Indebtedness of Grantor make payments directly to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the Indebtedness.

RIGHTS AND REMEDIES ON DEFAULT. If an Upon the occurrence of any Event of Default occurs under this Agreement, and at any time thereafter so long as the Event of Default continues uncuredthereafter, Lender Mortgagee may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, : (a) Mortgagee may declare the entire Indebtedness immediately due and payable, without notice notice, presentment, protest, demand or action of any kind nature whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon the same shall become immediately due and payable. (b) Mortgagee shall have the right to Grantor. Collect foreclose this Instrument in accordance with applicable law. (c) In the Collateral. Collect event of any of the Collateral andforeclosure, at Lender’s option and to the extent permitted by applicable law, retain possession Mortgagee will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insufficient to satisfy the judgment, execution may issue for any amount by which the unpaid balance of the Collateral while suing on obligations secured by this Instrument exceeds the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens net sale proceeds payable to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail Mortgagee. (d) With respect to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purposeProperty that constitutes personalty, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact Mortgagee shall have all rights and remedies of secured party under the Uniform Commercial Code. (e) Mortgagee shall have the right to execute endorsements, assignments and instruments in the name have a receiver appointed to take possession of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the rights Property, with the power to protect and remedies of a secured creditor under preserve the provisions Property, to operate the Property preceding foreclosure or sale, to collect all the Rents from the Property and apply the proceeds, over and above cost of the Uniform Commercial Codereceivership, at lawagainst the sums due under this Instrument, in equity, or otherwise. Application of Proceeds. Apply any cash which is part and to exercise all of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection rights with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and respect to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor Property described in Section 22 above. The receiver may appearserve without bond if permitted by law. Grantor agrees, to To the extent permitted by law, Mortgagee’s right to pay any deficiency after application the appointment of a receiver shall exist whether or not apparent value of the proceeds Property exceeds the sums due under this Instrument by a substantial amount. Employment by Mortgagee shall not disqualify a person from serving as a receiver. (f) In the event Mortgagor remains in possession of the Collateral Property after the Property is sold as provided above or Mortgagee otherwise becomes entitled to possession of the IndebtednessProperty upon default of Mortgagor, Mortgagor shall become a tenant Overland Park, Kansas at will of Mortgagee or the purchaser of the Property and shall pay a reasonable rental for use of the Property while in Mortgagee’s possession. (g) Mortgagee shall have any other right or remedy provided in this Instrument, the Reimbursement Agreement or any other Financing Document or instrument delivered by Mortgagor in connection therewith, or available at law, in equity or otherwise.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs under this Agreement, at any time thereafter so long as thereafter, Lender shall have all the Event rights of Default continues uncureda secured party under the California Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: Accelerate IndebtednessAppoint Receiver. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to To the extent permitted by applicable law, retain possession Lender shall have the following rights and remedies regarding the appointment of a receiver: (a) Lender may have a receiver appointed as a matter of right; (b) the receiver may be an employee of Lender and may serve without bond; and (c) all fees of the Collateral while suing receiver and his or her attorney shall become part of the Indebtedness secured by this Agreement and shall be payable on demand, with interest at the IndebtednessNote rate from date of expenditure until repaid. Sell Collect Revenues, Apply Accounts. Lender, either itself or through a receiver, may collect the Collateral. Sell payments, rents, income, and revenues from the Collateral, including but not limited to interest. Lender may at Lender’s discretionany time in its discretion transfer any Collateral into its own name or that of its nominee and receive the payments, rents, income, and revenues therefrom and hold the same as a unit security for the Indebtedness or apply it to payment of the Indebtedness in parcels, at one or more public or private salessuch order of preference as Lender may determine. Unless If the Collateral is perishable or threatens applied to decline speedily in value or is the Indebtedness, the amount applied shall be the principal balance of a type customarily sold on a recognized market, Lender shall give or mail the Deposit Account and all accrued interest not previously paid to Grantor, and other persons less any penalties for early withdrawal or similar changes. Insofar as required by lawthe Collateral consists of accounts, notice at least thirty (30) days general intangibles, insurance policies, instruments, chattel paper, choses in advance of the time and place of any public saleaction, or of the time after which any private sale similar property, Lender may be made. Howeverdemand, no notice need be provided to any person whocollect, after an Event of Default occursreceipt for, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is heldsettle, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where compromise, adjust, sue for, xxxeclose, or realize on the Collateral is located, setting forth the time and place of sale and a brief description of the property to be sold. as Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. Ifdetermine, because of restrictions under such laws, Lender is unable, whether or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one not Indebtedness or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securitiesthen due. For these purposes, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu on behalf of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor Grantor, receive, open and each dispose of them (if more than one) as shall mail addressed to Grantor; change any address to which mail and payments are to be necessary or reasonable. Other Rights sent; and Remedies. Have endorse notes, checks, drafts, money orders, documents of title, instruments and exercise any or all of the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Codeitems pertaining to payment, at law, in equityshipment, or otherwise. Application of Proceeds. Apply any cash which is part of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement storage of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the IndebtednessCollateral.

RIGHTS AND REMEDIES ON DEFAULT. If an Event of Default occurs I am in default under this Agreement, at any time thereafter so long as the Event of Default continues uncured, Lender may exercise do any one or more all of the following rights following: ACCELERATE INDEBTEDNESS. Lender may, subject to any cure and remedies: Accelerate Indebtedness. Declare notice provisions required by law, declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, Indebtedness immediately due and payable, without notice of any kind to Grantornotice. Collect the CollateralCOLLECT THE PROPERTY. Collect any of the Collateral Property, and, at Lender’s 's option and to the extent permitted by applicable law, retain possession of the Collateral Property while suing on the Indebtedness. Sell the CollateralSELL THE PROPERTY. Sell the CollateralProperty, at Lender’s 's discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral Property is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantorme, and other persons as required by law, reasonable notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees I agree that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor me at the last address Grantor has I have given Lender in writing. I further agree that such notice is sent within a reasonable time if it is sent at least ten (10) days in advance of the time of sale or disposition, except as otherwise required by applicable law. If a public sale is held, there shall will be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral Property is located, setting . The notice will set forth the time and place of sale and a brief description of the property to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell Under all circumstances, the Indebtedness will be repaid without relief from any securities included in the Collateral in a manner consistent with applicable federal Indiana or other valuation and state securities and insurance appraisement laws. IfRIGHTS AND REMEDIES WITH RESPECT TO INVESTMENT PROPERTY, because of restrictions FINANCIAL ASSETS AND RELATED COLLATERAL. In addition to other rights and remedies granted under such lawsthis Agreement and under applicable law, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the following rights and remedies remedies: (1) register with any issuer or broker or other securities intermediary any of the Property consisting of investment property or financial assets (collectively herein, "investment property") in Lender's sole name or in the name of Lender's broker, agent or nominee; (2) cause any issuer, broker or other securities intermediary to deliver to Lender any of the Property consisting of securities, or investment property capable of being delivered; (3) enter into a secured creditor control agreement or power of attorney with any issuer or securities intermediary with respect to any Property consisting of investment property, on such terms as Lender may deem appropriate, in its sole discretion, including without limitation, an agreement granting to Lender any of the rights provided hereunder without further notice to or consent by me; (4) execute any such control agreement on my behalf and in my name, and hereby irrevocably appoint Lender as agent and attorney-in-fact, coupled with an interest, for the CONSUMER PLEDGE AGREEMENT (CONTINUED) PAGE 4 ================================================================================ purpose of executing such control agreement on my behalf; (5) exercise any and all rights of Lender under any such control agreement or power of attorney; (6) exercise any voting, conversion, registration, purchase, option, or other rights with respect to any Property; (7) collect, with or without legal action, and issue receipts concerning any notes, checks, drafts, remittances or distributions that are paid or payable with respect to any Property consisting of investment property. Any control agreement entered with respect to any investment property shall contain the following provisions, at Lender's discretion. Lender shall be authorized to instruct the issuer, broker or other securities intermediary to take or to refrain from taking such actions with respect to the investment property as Lender may instruct, without further notice to or consent by me. Such actions may include without limitation the issuance of entitlement orders, account instructions, general trading or buy or sell orders, transfer and redemption orders, and stop loss orders. Lender shall be further entitled to instruct the issuer, broker or securities intermediary to sell or to liquidate any investment property, or to pay the cash surrender or account termination value with respect to any and all investment property, and to deliver all such payments and liquidation proceeds to Lender. Any such control agreement shall contain such authorizations as are necessary to place Lender in "control" of such investment collateral, as contemplated under the provisions of the Uniform Commercial Code, at lawand shall fully authorize Lender to issue "entitlement orders" concerning the transfer, redemption, liquidation or disposition of investment collateral, in equity, or otherwise. Application of Proceeds. Apply any cash which is part conformance with the provisions of the Collateral, or which is received from the collection or sale of the Collateral, to reimbursement of any expenses, including any costs for registration of securities, commissions incurred in connection with a sale, attorneys’ fees and court costs, whether or not there is a lawsuit and including any fees on appeal, incurred by Lender in connection with the collection and sale of such Collateral and to the payment of the Indebtedness of Grantor to Lender, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, to the extent permitted by law, to pay any deficiency after application of the proceeds of the Collateral to the IndebtednessUniform Commercial Code.

RIGHTS AND REMEDIES ON DEFAULT. If an In the event of the occurrence of any Event of Default occurs under this Agreementas defined in the Amended Note, subject to the rights of the Holder of Senior Indebtedness, Agent shall at any time thereafter so long as have the Event of Default continues uncuredright, Lender may exercise any one or more of the following rights and remedies: Accelerate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Grantor would be required to pay, immediately due and payable, without notice of any kind to Grantor. Collect the Collateral. Collect any of the Collateral and, at Lender’s option and to the extent permitted by applicable law, retain possession of the Collateral while suing on the Indebtedness. Sell the Collateral. Sell the Collateral, at Lender’s discretion, as a unit or in parcels, at one or more public or private sales. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender shall give or mail to Grantor, and other persons as required by law, notice at least thirty (30) days in advance of the time and place of any public sale, or of the time after which any private sale may be made. However, no notice need be provided to any person who, after an Event of Default occurs, enters into and authenticates an agreement waiving that person’s right to notification of sale. Grantor agrees that any requirement of reasonable notice as to Grantor is satisfied if Lender mails notice by ordinary mail addressed to Grantor at the last address Grantor has given Lender in writing. If a public sale is held, there shall be sufficient compliance with all requirements of notice to the public by a single publication in any newspaper of general circulation in the county where the Collateral is locatedDebtors, setting forth the time and place of sale and a brief description of the property as to be sold. Lender may be a purchaser at any public sale. Sell Securities. Sell any securities included in the Collateral in a manner consistent with applicable federal and state securities and insurance laws. If, because of restrictions under such laws, Lender is unable, or believes Lender is unable, to sell the securities in an open market transaction, Grantor agrees that Lender will have no obligation to delay sale until the securities can be registered. Then Lender may make a private sale to one or more persons or to a restricted group of persons in compliance with such laws, even though such sale may result in a price that is less favorable than might be obtained in an open market transaction. Such a sale will be considered commercially reasonable. If any securities held as Collateral are “restricted securities” as defined in the Rules of the Securities and Exchange Commission (such as Regulation D or Rule 144) or the rules of state securities departments under state “Blue Sky” laws, or if Grantor or any other owner of the Collateral is an affiliate of the issuer of the securities, Grantor agrees that neither Grantor, nor any member of Grantor’s family, nor any other person signing this Agreement will sell or dispose of any securities of such issuer without obtaining Lender’s prior written consent. Foreclosure. Maintain a judicial suit for foreclosure and sale of the Collateral. Specific Performance. Lender may, in addition to or in lieu of the foregoing remedies, in Lender’s sole discretion, commence an appropriate action against Grantor seeking specific performance of any covenant contained in this Agreement or in aid of the execution or enforcement of any power in this Agreement granted. Transfer Title. Effect transfer of title upon sale of all or part of the Collateral. For this purpose, Grantor irrevocably appoints Lender as Grantor’s attorney-in-fact to execute endorsements, assignments and instruments in the name of Grantor and each of them (if more than one) as shall be necessary or reasonable. Other Rights and Remedies. Have and exercise any or all of the Collateral, by any available judicial procedure, or without judicial process, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and, generally, to exercise any and all rights and remedies of afforded to a secured creditor party under the provisions of the Uniform Commercial CodeCode or other applicable law. Without limiting the generality of the foregoing, at lawsubject to the rights of the Holder of Senior Indebtedness, in equitythe Debtors agrees that Agent shall have the right to sell, borrow against, lease, or otherwise. Application otherwise dispose of Proceeds. Apply all or any cash which is part of the Collateral, upon ten (10) days prior written notice, whether in its then condition or after further preparation or processing, either at public or private sale or at any broker's board, in lots or in bulk, for cash or for credit, with or without warranties or representations, and upon such terms and conditions, all as Agent in his sole discretion may deem advisable, and he shall have the right to purchase at any such sale. At Agent's request, the Debtors shall assemble the Collateral and make it available to Agent at places which is received from he shall select, whether at the collection Debtors' premises or sale elsewhere. Subject to the rights of the CollateralHolder of Senior Indebtedness, the proceeds of any such sale, lease or other disposition of the Collateral shall be applied first, to reimbursement the expenses of any expensesretaking, including any costs holding, storing, processing and preparing for registration of securities, commissions incurred in connection with a sale, selling, and the like and to the reasonable attorneys’ ' fees, collection fees and court costs, whether or not there is a lawsuit and including any fees on appeal, legal expenses incurred by Lender in connection with Agent and then to satisfaction of the collection and sale of such Collateral Obligations, and to the payment of the Indebtedness of Grantor to Lenderany other amounts required by applicable law, with any excess funds to be paid to Grantor as the interests of Grantor may appear. Grantor agrees, after which Agent shall account to the extent permitted by lawDebtors for any surplus proceeds. If, upon the sale, lease or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which Participating Stockholders are legally entitled, the Debtors will be jointly and severally liable for the deficiency, and the reasonable fees of any deficiency after application of the proceeds of the Collateral attorneys or agents employed by Participating Stockholders to the Indebtednesscollect such deficiency.