Common use of Rights of Secured Party Clause in Contracts

Rights of Secured Party. Upon the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers to make the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Borrowers at least ten (10) days' prior written notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Borrowers or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Loan Obligations in full, the Borrowers will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursements.

Rights of Secured Party. (i) Upon the occurrence of any an Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Borrower to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party at a the place to be designated by Secured Party. the Secured Party may, at its option, that is reasonably convenient to the parties. The Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition. The Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a the type customarily sold on a recognized market, the Secured Party will shall give the Borrowers at least ten (10) days' prior written Borrower reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such , and notice shall be deemed to meet any requirement hereunder or under any applicable law (including given at least 10 days before the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery shall be conclusively presumed to be reasonable. (including reasonable attorneys' feesii) and all other reasonable charges against the CollateralNotwithstanding any provision of this Agreement, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned under no obligation to offer to sell the Borrowers or to any person or party lawfully entitled theretoCollateral. In the event the Proceeds of any saleSecured Party offers to sell the Collateral, lease or other disposition the Secured Party will be under no obligation to consummate a sale of the Collateral hereunderif, including without limitationin their reasonable business judgment, none of the offers received by them reasonably approximates the fair value of the Collateral. (iii) In the event the Secured Party elects not to sell the Collateral, the Proceeds from Secured Party may elect to follow the collection of Accounts, are insufficient to pay all procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of the Loan Obligations Borrower's obligation, subject to the Borrower's rights under such procedures. (iv) In addition to the rights under this Agreement, in fullthe Event of Default by the Borrower, the Borrowers will Secured Party shall be liable entitled to the appointment of a receiver for the deficiency, together with interest thereon, at Collateral as a matter of right whether or not the maximum rate allowable apparent value of the Collateral exceeds the outstanding principal amount of the Notes and any receiver appointed may serve without bond. Employment by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursementsSecured Party shall not disqualify a person from serving as receiver.

Rights of Secured Party. Upon the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' Company’s premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Company to make the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Borrowers Company at least ten (10) days' ’ prior written notice at the address of the Borrowers Company set forth above (or at such other address or addresses as the Borrowers Company shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' ’ fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Borrowers Company or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Loan Obligations in full, the Borrowers Company will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' ’ fees, expenses and disbursements.

Rights of Secured Party. 12.1 Upon the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitationdefault, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers BioPreserve to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party at a the place to be designated by the Secured PartyParty which is reasonably convenient to both parties. Secured Party mayshall have a nonexclusive, at royalty free license to use the Patents to the extent reasonably necessary to permit Secured Party to exercise its option, rights and remedies upon the occurrence of an event of Default. The Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition. The Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, The Secured Party will shall give the Borrowers at least ten (10) days' prior written BioPreserve reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such , and notice shall be deemed to meet any requirement hereunder or under any applicable law (including given at least 10 days before the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition shall be conclusively presumed to be reasonable. A public sale in the following fashion shall be conclusively presumed to be reasonable: Notice shall be given at least 10 days before the date of sale by publication once in a newspaper of general circulation published in the county in which the sale is to be held; The sale shall be held in a county in which the Collateral or any part is located or in a county in which BioPreserve has a place of business; Payment shall be in cash or by certified check immediately following the close of the sale; The sale shall be by auction, but it need not be by a professional auctioneer; The Collateral may be sold as is and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateralwithout any preparation for sale. 12.2 Notwithstanding any provision of this Agreement, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned under no obligation to offer to sell the Borrowers or to any person or party lawfully entitled theretoCollateral. In the event the Proceeds of any saleSecured Party offers to sell the Collateral, lease or other disposition the Secured Party will be under no obligation to consummate a sale of the Collateral hereunderif, including without limitationin its reasonable business judgment, none of the offers received by it reasonably approximates the fair value of the Collateral. 12.3 In the event the Secured Party elects not to sell the Collateral, the Proceeds from Secured Party may elect to follow the collection procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of AccountsBioPreserve's obligation, are insufficient subject to pay all BioPreserve's rights under such procedures. 12.4 In addition to the rights under this Agreement and the Loan Agreement in the event of a default by BioPreserve, the Secured Party shall be entitled to the appointment of a receiver for the Collateral as a matter of right whether or not the apparent value of the Loan Obligations in full, Collateral exceeds the Borrowers will be liable for outstanding principal amount of the deficiency, together with interest thereon, at loan and any receiver appointed may serve without bond. Employment by the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursementsSecured Party shall not disqualify a person from serving as receiver.

Rights of Secured Party. 6.14.1 Upon the occurrence of any Event of Defaultdefault, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers AIN to make assemble the Collateral (to the extent the same is moveable) and make it available to Secured Party at a the place to be designated by Secured PartyParty which is reasonably convenient to the Parties. Secured Party maymay sell all or any part of the Collateral, at its optionas reasonably necessary to satisfy the obligations of AIN hereunder to Secured Party, sell as a whole or in parcels either by public auction, private sale, or any other reasonable method of disposition. Nothing in this Section 6.14.1 shall be construed to limit any of Secured Party's rights in connection with any of the Collateral as provided herein. Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens BRIDGE LOAN AND SECURITY AGREEMENT Page 10 of 17 ---------------------------------- to rapidly decline speedily in value or is of a the type customarily sold on a recognized market, Secured Party will shall give the Borrowers at least ten (10) days' prior written AIN reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof sale, or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such notice shall Notice must be deemed provided at least ten (10) days prior to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses A public sale in the following fashion shall be conclusively presumed to be reasonable: 6.14.2 Notice shall be given at least ten (10) days before the date of collectionsale by publication, storageat least once, custody, in a newspaper of general circulation published in the county in which the sale is to be held; 6.14.3 The sale shall be held in a county in which the Collateral or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against any part is located or in a county in which AIN has a place of business; 6.14.4 Payment shall be in cash or by certified check immediately following the Collateral, the residue close of the Proceeds of any such sale; 6.14.5 The sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority by auction, but it need not be by a professional auctioneer; 6.14.6 The Collateral may be sold as Secured Party shall determine is and without any surplus shall be returned to the Borrowers or to any person or party lawfully entitled thereto. In the event the Proceeds of any preparation for sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Loan Obligations in full, the Borrowers will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursements.

Rights of Secured Party. Upon the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' Debtor's premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Debtor to make the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Borrowers Debtor at least ten (10) days' prior written notice at the address of the Borrowers Debtor set forth above (or at such other address or addresses as the Borrowers Debtor shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Borrowers Debtor or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Loan Obligations in full, the Borrowers Debtor will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursements.

Rights of Secured Party. 7.1 Upon the occurrence of any an Event of Default, delivery of a Notice of Default by the Secured Party shall have to Dyneco to the right extent required herein, and upon Dyneco’s failure to declare all of cure the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitationstated default(s), the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Dyneco to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party upon reasonable notice at a the place to be designated by Secured Party. the Secured Party may, at its option, which is reasonably convenient to both parties. The Secured Party may sell all or any part of the Collateral on creditas a whole or in parcels either by public auction, and furthermore may sell the Collateral without giving any warranties as private sale or other method of disposition pursuant to the Collateral and UCC. The Secured Party may specifically disclaim bid at any warranties of title public sale on all or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, The Secured Party will shall give the Borrowers at least ten (10) days' prior written Dyneco reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Borrowers or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunderis to be made, including without limitationand notice given at least ten (10) days before the time of the sale or other disposition shall be conclusively presumed to be reasonable. 7.2 Notwithstanding any provision of this Agreement, the Proceeds from Secured Party shall be under no obligation to offer to sell the collection Collateral or to offer Dyneco a right of Accountsredemption. If the Secured Party offers to sell the Collateral, are insufficient the Secured Party will be under no obligation to pay all consummate a sale of the Loan Obligations Collateral if, in fullits reasonable business judgment, none of the offers received by it reasonably approximates the fair value of the Collateral. 7.3 If the Secured Party elects not to sell the Collateral, the Borrowers will be liable Secured Party may elect to follow the procedures set forth in the UCC for retaining the deficiencyCollateral in satisfaction of Dyneco’s obligation, together with interest thereonsubject to Dyneco’s rights under such procedures, at the maximum rate allowable by lawexcept a right of redemption, and the costs and expenses of collection of such deficiencyif any, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursementswhich Dyncaco expressly waives.

Rights of Secured Party. Upon the occurrence and during the continuance of any an Event of Default, the Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the following rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. remedies: 14.1 The Secured Party may require the Borrowers Shareholder to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party at a the place to be designated by Secured Party. the Secured Party may, at its option, which is reasonably convenient to both parties. The Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition. The Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, The Secured Party will shall give the Borrowers at least ten (10) days' prior written Shareholder reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such , and notice shall be deemed to meet any requirement hereunder or under any applicable law (including given at least 10 days before the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateralshall be conclusively presumed to be reasonable. 14.2 Notwithstanding any provision of this Agreement, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned under no obligation to offer to sell the Borrowers or to any person or party lawfully entitled theretoCollateral if it complies with Section 14.3 below. In the event the Proceeds of any saleSecured Party offers to sell the Collateral, lease or other disposition the Secured Party will be under no obligation to consummate a sale of the Collateral hereunderif, including without limitationin its reasonable business judgment, none of the offers received by it reasonably approximates the fair value of the Collateral. 14.3 In the event the Secured Party elects not to sell the Collateral, the Proceeds from Secured Party may elect to follow the collection of Accounts, are insufficient to pay all procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of the Loan Obligations in fullShareholder’s obligation, subject to Shareholder’s rights under such procedures. 14.4 In addition to the rights under this Agreement and the Amended Stock Purchase Agreement, the Borrowers will Secured Party shall be liable entitled to the appointment of a receiver for the deficiency, together with interest thereon, at Collateral as a matter of right whether or not the maximum rate allowable apparent value of the Collateral exceeds the outstanding principal amount of the Note and any receiver appointed may serve without bond. Employment by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursementsSecured Party shall not disqualify a person from serving as receiver.

Rights of Secured Party. Upon the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' Company’s premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Company to make the Collateral (to the extent the same is moveable) available to Secured Party at a place to be designated by Secured Party. Secured Party may, at its option, sell the Collateral on credit, and furthermore may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will give the Borrowers Company at least ten (10) days' prior written notice at the address of the Borrowers Company set forth above (or at such other address or addresses as the Borrowers Company shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made. Any such notice shall be deemed to meet any requirement hereunder or under any applicable law (including the UCC) that reasonable notification be given of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateral, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned to the Borrowers Company or to any person or party lawfully entitled thereto. In the event the Proceeds of any sale, lease or other disposition of the Collateral hereunder, including without limitation, the Proceeds from the collection of Accounts, are insufficient to pay all of the Loan Obligations in full, the Borrowers Company will be liable for the deficiency, together with interest thereon, at the maximum rate allowable by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursements.

Rights of Secured Party. Upon the occurrence and during the continuance of any an Event of Default, the Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the following rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. remedies: 14.1 The Secured Party may require the Borrowers Shareholder to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party at a the place to be designated by Secured Party. the Secured Party may, at its option, which is reasonably convenient to both parties. The Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition. The Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, The Secured Party will shall give the Borrowers at least ten (10) days' prior written Shareholder reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such , and notice shall be deemed to meet any requirement hereunder or under any applicable law (including given at least 10 days before the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateralshall be conclusively presumed to be reasonable. 14.2 Notwithstanding any provision of this Agreement, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned under no obligation to offer to sell the Borrowers or to any person or party lawfully entitled theretoCollateral if it complies with Section 14.3 below. In the event the Proceeds of any saleSecured Party offers to sell the Collateral, lease or other disposition the Secured Party will be under no obligation to consummate a sale of the Collateral hereunderif, including without limitationin its reasonable business judgment, none of the offers received by it reasonably approximates the fair value of the Collateral. 14.3 In the event the Secured Party elects not to sell the Collateral, the Proceeds from Secured Party may elect to follow the collection of Accounts, are insufficient to pay all procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of the Loan Obligations in fullShareholder’s obligation, subject to Shareholder’s rights under such procedures. 14.4 In addition to the rights under this Agreement and the Stock Purchase Agreement, the Borrowers will Secured Party shall be liable entitled to the appointment of a receiver for the deficiency, together with interest thereon, at Collateral as a matter of right whether or not the maximum rate allowable apparent value of the Collateral exceeds the outstanding principal amount of the Note and any receiver appointed may serve without bond. Employment by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursementsSecured Party shall not disqualify a person from serving as receiver.

Rights of Secured Party. (1) Upon the occurrence of any an Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitation, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Borrower to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party at a the place to be designated by Secured Party. the Secured Party may, at its option, that is reasonably convenient to the parties. The Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition. The Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a the type customarily sold on a recognized market, the Secured Party will shall give the Borrowers at least ten (10) days' prior written Borrower reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such , and notice shall be deemed to meet any requirement hereunder or under any applicable law (including given at least 10 days before the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition and delivery shall be conclusively presumed to be reasonable. (including reasonable attorneys' fees2) and all other reasonable charges against the CollateralNotwithstanding any provision of this Agreement, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned under no obligation to offer to sell the Borrowers or to any person or party lawfully entitled theretoCollateral. In the event the Proceeds of any saleSecured Party offers to sell the Collateral, lease or other disposition the Secured Party will be under no obligation to consummate a sale of the Collateral hereunderif, including without limitationin their reasonable business judgment, none of the offers received by them reasonably approximates the fair value of the Collateral. (3) In the event the Secured Party elects not to sell the Collateral, the Proceeds from Secured Party may elect to follow the collection of Accounts, are insufficient to pay all procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of the Loan Obligations Borrower's obligation, subject to the Borrower's rights under such procedures. (4) In addition to the rights under this Agreement, in fullthe Event of Default by the Borrower, the Borrowers will Secured Party shall be liable entitled to the appointment of a receiver for the deficiency, together with interest thereon, at Collateral as a matter of right whether or not the maximum rate allowable apparent value of the Collateral exceeds the outstanding principal amount of the Notes and any receiver appointed may serve without bond. Employment by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursements.Secured Party shall not disqualify a person from serving as receiver. [Signature Page Follows] 101

Rights of Secured Party. 16.1 Upon default or at any time before default when the occurrence of any Event of Default, Secured Party shall have the right to declare all of the Loan Obligations to be immediately due and payable and shall then have the rights and remedies of a secured party under the UCC or under any other applicable law, including, without limitationreasonably feels insecure, the right to take possession of the Collateral, and in addition thereto, the right to enter upon any premises on which the Collateral or any part thereof may be situated and remove the same therefrom and the right to occupy the Borrowers' premises for the purposes of liquidating Collateral, including without limitation, conducting an auction thereon. Secured Party may require the Borrowers Debtor to make assemble the Collateral (and make it available to the extent the same is moveable) available to Secured Party at a the place to be designated by Secured Party. the Secured Party may, at its option, which is reasonably convenient to both parties. The Secured Party may sell all or any part of the Collateral as a whole or in parcels either by public auction, private sale, or other method of disposition. The Secured Party may bid at any public sale on credit, and furthermore may sell the Collateral without giving all or any warranties as to the Collateral and may specifically disclaim any warranties of title or the like, which shall not be considered to adversely affect the commercial reasonableness of any sale portion of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a the type customarily sold on a recognized market, the Secured Party will shall give the Borrowers at least ten (10) days' prior written Debtor reasonable notice at the address of the Borrowers set forth above (or at such other address or addresses as the Borrowers shall specify in writing to Secured Party) of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof of the Collateral is to be made. Any such , and notice shall be deemed to meet any requirement hereunder or under any applicable law (including given at least 10 days before the UCC) that reasonable notification be given time of the time and place of such sale or other disposition. After deducting all costs and expenses of collection, storage, custody, sale or other disposition shall be conclusively presumed to be reasonable. A public sale in the following fashion shall be conclusively presumed to be reasonable: 16.1.1 Notice shall be given at least 10 days before the date of sale by publication once in a newspaper of general circulation published in the county in which the sale is to be held; 16.1.2 The sale shall be held in a county in which the Collateral or any part is located or in a county in which the Debtor has a place of business; 16.1.3 Payment shall be in cash or by certified check immediately following the close of the sale; 16.1.4 The sale shall be by auction, but it need not be by a professional auctioneer; 16.1.5 The Collateral may be sold as is and delivery (including reasonable attorneys' fees) and all other reasonable charges against the Collateralwithout any preparation for sale. 16.2 Notwithstanding any provision of this Agreement, the residue of the Proceeds of any such sale or disposition shall be applied to the payment of the Loan Obligations in such order of priority as Secured Party shall determine and any surplus shall be returned under no obligation to offer to sell the Borrowers or to any person or party lawfully entitled theretoCollateral. In the event the Proceeds of any saleSecured Party offers to sell the Collateral, lease or other disposition the Secured Party will be under no obligation to consummate a sale of the Collateral hereunderif, including without limitationin its reasonable business judgment, none of the offers received by it reasonably approximates the fair value of the Collateral. 16.3 In the event the Secured Party elects not to sell the Collateral, the Proceeds from Secured Party may elect to follow the collection of Accounts, are insufficient to pay all procedures set forth in the Uniform Commercial Code for retaining the Collateral in satisfaction of the Loan Obligations Debtor's obligation, subject to the Debtor's rights under such procedures. 16.4 In addition to the rights under this Agreement and/or the Financing Agreement, in fullthe event of a default by the Debtor, the Borrowers will Secured Party shall be liable entitled to the appointment of a receiver for the deficiency, together with interest thereon, at Collateral as a matter of right whether or not the maximum rate allowable apparent value of the Collateral exceeds the outstanding principal amount of the Note and any receiver appointed may serve without bond. Employment by law, and the costs and expenses of collection of such deficiency, including (to the extent permitted by law) without limitation, attorneys' fees, expenses and disbursementsSecured Party shall not disqualify a person from serving as receiver.