Common use of Rights of the Lender Clause in Contracts

Rights of the Lender. If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rights, (i) the Lender shall have the right to receive any and all cash dividends paid in respect of the Shares and make application thereof to the Promissory Note in such order as the Lender may determine and (ii) the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.

Rights of the Lender. (a) All money Proceeds to the extent received by the Lender hereunder shall be held by the Lender in a Collateral Account. All Proceeds while held by the Lender in a Collateral Account (or by the Pledgors in trust for the Lender) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a). (b) If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rights, rights to Pledgor: (i) the Lender shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Shares Pledged Collateral and make application thereof to the Promissory Note in such order as Secured Obligations pursuant to Section 8(b) of the Lender may determine Security Agreement, and (ii) at the Lender shall have the right to cause all request of the Shares to Lender, all shares of the Pledged Stock and all Pledged LLC Interests shall be registered in the name of the Lender or its nominee, provided such nominee is an “Accredited Investor” as such term is defined in Regulation D of the Securities Act, and the Lender or its nominee may thereafter exercise (xA) all voting and voting, corporate or other rights pertaining to such Shares shares of the Pledged Stock at any meeting of Equity Holders shareholders of any of the Issuer Issuers or otherwise (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; and (yC) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the IssuerIssuers, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Sharesshares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender it may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that . (c) The rights of the Lender hereunder shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against any of the Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Lender shall not exercise be liable for any voting failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the Pledgors or any other consensual rights pertaining Person or to take any other action whatsoever with regard to the Shares in Pledged Collateral or any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphpart thereof.

Rights of the Lender. (a) If an Event of Default shall occur and be continuing, all Proceeds received by the Pledgor shall be held by the Pledgor in trust for the Lender, segregated from other funds of the Pledgor, and shall, forthwith upon receipt by the Pledgor, he turned over to the Lender in the exact form received by the Pledgor (duly indorsed by the Pledgor to the Lender, if required). All money Proceeds received by the Lender hereunder shall be held in a Collateral Account. All Proceeds while held by the Lender in a Collateral Account (or by the Pledgor in trust for the Lender) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in paragraph (b). (b) If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i1) the Lender shall have the right to receive any and all cash dividends dividends, payments or other Proceeds paid in respect of the Shares Pledged Interests and make application thereof to the Promissory Note Obligations in such order as the Lender may determine determine, and (ii2) the Lender shall have the right to cause all of the Shares to Pledged Interests shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (xA) all voting and other rights pertaining to such Shares the Pledged Interests at any meeting of Equity Holders members of the Issuer Borrower or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares the Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of the IssuerBorrower, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such SharesPledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.

Rights of the Lender. If an Event 12. All payments made in respect of Default shall occur the Indebtedness and money realized from any securities held therefor may be continuing applied on such part or parts of the Indebtedness as the Lender may see fit and the Lender shall give notice at all times and from time to the Pledgor of its intent to exercise such rights, (i) the Lender shall time have the right to receive change any appropriation of any money received by it and all cash dividends paid in respect to re-apply the same on any other part or parts of the Shares and make application thereof to the Promissory Note in such order Indebtedness as the Lender may determine and (ii) see fit, notwithstanding any previous application by whomsoever made. 13. The Assignor grants to the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) set off against any and all rights accounts, credits or balances maintained by it with the Lender, the aggregate amount of conversionany of the Indebtedness when the same shall become due and payable whether at maturity, exchangeupon acceleration of maturity thereof or otherwise. 14. The Lender, subscription without exonerating in whole or in part the Assignor, may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the same and any other rightsor all existing securities up to, privileges may abstain from taking securities from or options pertaining to such Shares as if it were from perfecting securities of, may accept compositions from and may otherwise deal with the absolute owner thereof (including, without limitation, the right to exchange at its discretion any Assignor and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, persons and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions securities as the Lender may determine)see fit. 15. The Lender may assign, transfer and deliver to any transferee any of the Indebtedness or any security or any documents or instru- ments held by the Lender in respect thereof provided that no such assignment, transfer or delivery shall release the Assignor from any of the Indebtedness; and thereafter the Lender shall be fully discharged from all without liability (other than for its gross negligence responsibility with respect to the Indebtedness and security, documents and instruments so assigned, transferred or willful misconduct) except to account for Property actually received by itdelivered. Such transferee shall be vested with all powers and rights of the Lender under such security, documents or instruments but the Lender shall have no duty retain all rights and powers with respect to the Pledgor to exercise any such rightsecurity, privilege documents or option and instruments not so assigned, transferred or delivered. The Assignor shall not be responsible for assign any failure to do so of its rights or delay in so doing; provided that obligations hereunder without the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise prior written consent of the remedies described in paragraph 8 other than in accordance with such paragraphLender.

Rights of the Lender. (a) If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i) the Lender shall have the right to receive any and all cash dividends paid in respect of the Shares Pledged Stock and make application thereof to the Promissory Note Obligations in such order as the Lender may determine and (ii) the Lender shall have the right to cause all shares of the Shares to Pledged Stock shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (xA) all voting voting, corporate and other rights pertaining to such Shares shares of the Pledged Stock at any meeting of Equity Holders shareholders of the Issuer or otherwise and (yB) any and all rights right of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Stock upon the merger, conversion, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any rightrights, privilege or option pertaining to such Sharesshares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender it may determine), all without liability . (other than for its gross negligence or willful misconductb) except to account for Property actually received by it, but The rights of the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and hereunder shall not be responsible conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Issuer, any Guarantor or any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. Lender shall not be liable for any failure to do so demand, collect or realize upon all or any part of the Collateral or for any delay in so doing; provided that doing so, nor shall the Lender shall not exercise be under any voting obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other consensual rights pertaining person or to take any other action whatsoever with regard to the Shares in Collateral or any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphpart thereof.

Rights of the Lender. (a) If the Pledgor fails to perform any agreement contained herein, the Lender may (but shall not be obligated or required to) perform, or cause the performance, of such agreement. (b) At any time upon and during the continuance of an Event of Default shall occur and be continuing and Default, the Lender may (but shall give notice to the Pledgor of its intent to exercise such rights, not be obligated or required to): (i) Subject to Section 17 hereof, cause the Lender shall have Collateral to be transferred to its name or to the right name of its nominee or nominees and thereafter exercise as to such Collateral all of the rights, powers and remedies of an owner; (ii) Ask for, demand, collect, sue xxx, recover, compromise, receive any and all cash dividends paid give acquittances and receipts for monies due or to become due under or in respect of any of the Shares Collateral and make application thereof hold the same as part of the Collateral, or apply the same to any of the Promissory Note Obligations in such order manner as the Lender may determine direct in its sole discretion; (iii) Receive, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (ii) the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof above (including, without limitation, the right to exchange at its discretion any and all instruments representing dividends, interest payments or other distributions in respect of the Shares upon Collateral or any part thereof and give full discharge for the mergersame); (iv) Subject to Section 17 hereof, consolidationfile any claims or take any actions or institute any proceedings that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the rights of the Lender with respect to any of the Collateral; (v) Enter into any extension, subordination, reorganization, recapitalization or other fundamental change in the structure of the Issuerdeposit, merger, or upon consolidation agreement, or any other agreement relating to or affecting the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such SharesCollateral, and in connection therewiththerewith deposit or surrender control of such Collateral thereunder, and accept other property in exchange therefor and hold and apply such property or money so received in accordance with the right to deposit provisions hereof; and (vi) Discharge any taxes levied on the Collateral or pay for the maintenance and deliver preservation of the Collateral; the amount of such payments, plus any and all fees, costs and expenses of the Shares with any committeeLender (including reasonable attorneys' fees and disbursements) actually in connection therewith, depositaryshall, transfer agentat the Lender's option, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received be reimbursed by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphon demand.

Rights of the Lender. (a) If Pledgor fails to perform any agreement contained herein, the Lender may (but shall not be obligated or required to) perform, or cause the performance, of such agreement. (b) At any time upon and during the continuance of an Event of Default shall occur and be continuing and Default, the Lender may (but shall give notice to the Pledgor of its intent to exercise such rights, not be obligated or required to): (i) Cause the Lender shall have Collateral to be transferred to its name or to the right name of its nominee or nominees and thereafter exercise as to such Collateral all of the rights, powers and remedies of an owner; (ii) Ask for, demand, collect, xxx for, recover, compromise, receive any and all cash dividends paid give acquittances and receipts for monies due or to-become due under or in respect of any of the Shares Collateral and make application thereof hold the same as part of the Collateral, or apply the same to any of the Promissory Note Obligations in such order manner as the Lender may determine direct in its sole discretion; (iii) Receive, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (ii) the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof above (including, without limitation, the right to exchange at its discretion any and all instruments representing dividends, interest payments or other distributions in respect of the Shares upon Collateral or any part thereof and give full discharge for the mergersame); (iv) File any claims or take any actions or institute any proceedings that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the rights of the Lender with respect to any of the Collateral; (v) Enter into any extension, consolidationsubordination, reorganization, recapitalization or other fundamental change in the structure of the Issuerdeposit, merger, or upon consolidation agreement, or any other agreement relating to or affecting the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such SharesCollateral, and in connection therewiththerewith deposit or surrender control of such Collateral thereunder, and accept other property in exchange therefor and hold and apply such property or money so received in accordance with the right to deposit provisions hereof; and (vi) Discharge any taxes or Liens levied on the Collateral or pay for the maintenance and deliver preservation of the Collateral; the amount of such payments, plus any and all fees, costs and expenses of the Shares with any committeeLender (including reasonable attorneys' fees and disbursements) in connection therewith, depositaryshall, transfer agentat the Lender's option, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received be reimbursed by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphon demand.

Rights of the Lender. If an Event Each Borrower acknowledges that, except to the extent of Default shall occur and be continuing the borrowings made by it and the proceeds received by it, the Obligations undertaken by it under the Loan Documents will or may guarantee obligations of other Borrower (the “Joint and Several Obligations”) and, in full recognition of that fact, each Borrower consents and agrees that Lender shall give may, at any time and from time to time, agree with WLH to, without notice or demand to the Pledgor of its intent to exercise such rightsother Borrower, (i) and without affecting the Lender shall have the right to receive any and all cash dividends paid in respect enforceability of the Shares Joint and make application thereof to Several Obligations under any Loan Document or giving the Promissory Note in such order as the other Borrower any recourse or right of action against Lender may determine and (ii) the Lender shall have the right to cause all of the Shares to be registered in the name or any of the Lender (and no Borrower will assert or its nomineetake advantage of any defense based on any such actions): a. supplement, and modify, amend, extend, renew, or otherwise change the Lender time for payment or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders the terms of the Issuer Joint and Several Obligations or otherwise and (y) any and all rights of conversionpart thereof, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all increase or decrease of the Shares upon rate(s) of interest thereon; b. supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Joint and Several Obligations or any part thereof or any of the Loan Documents or any security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; c. accept new or additional instruments, documents or agreements relative to any of the Loan Documents or the Joint and Several Obligations or any part thereof; d. accept partial payments or performance on the Joint and Several Obligations; e. receive and hold additional security or guaranties for the Joint and Several Obligations or any part thereof; f. release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security or guaranties for the Joint and Several Obligations, and apply any security and direct the order or manner of sale thereof as Lender may determine; g. release any Person or any guarantor from any personal liability with respect to the Joint and Several Obligations or any part thereof; x. xxxxxx, release on terms satisfactory to the Lender or by operation of applicable laws or otherwise liquidate or enforce any Joint and Several Obligations and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; i. consent to the merger, consolidationchange or any other restructuring or termination of the existence of any Borrower or any other Person, reorganizationand correspondingly restructure the Joint and Several Obligations, recapitalization and any such merger, change, restructuring or termination shall not affect the liability of the other fundamental change Borrower or the continuing existence of any Lien or Encumbrance securing the Joint and Several Obligations under any Loan Document to which such Borrower are party or the enforceability hereof or thereof with respect to all or any part of the Joint and Several Obligations; j. exercise or forbear from exercising any of its rights or privileges under the Loan Documents or any security or guaranties; and k. consent to the transfer of any Approved Subdivision or any portion thereof or any other collateral described in the structure Loan Documents or otherwise. Upon the occurrence of and during the continuance of any Event of Default, Lender may enforce each Loan Document independently as to each Borrower and independently of any other remedy or security Lender or the Lender at any time may have or hold in connection with the Joint and Several Obligations, and it shall not be necessary for the Lender or the Lender to marshal assets in favor of any of Borrower or any other Person or to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce such Loan Document. Each Borrower expressly waives with respect to the Joint and Several Obligations the benefit of all appraisement, valuation, stay, extension, homestead, exemption or redemption laws which such Person may claim or seek to take advantage of in order to prevent or hinder the enforcement of any of the Issuer, Loan Documents or upon the exercise by the Pledgor Lender or the Lender of any right, privilege or option pertaining to such Sharesof their remedies under the Loan Documents, and in connection therewith, the Borrowers further expressly waive any right to deposit require Lender to marshal assets in favor of any Borrower or any other Person or to proceed against any other Person or any collateral provided by any other Person, and deliver agrees that the Lender may proceed against any Persons and/or collateral in such order as they shall determine. The Lender may file a separate action or actions against any Borrower, whether action is brought or prosecuted with respect to any other security or against any other Person, or whether any other Person is joined in any such action or actions. Each Borrower expressly waives the benefit of any statute(s) of limitations affecting its liability under the Loan Documents or the enforcement of the Joint and Several Obligations or any Liens or Encumbrances created or granted by any Loan Document. The rights of Lender hereunder and under the Loan Documents shall be reinstated and revived, and the enforceability of this Agreement shall continue, with respect to any amount at any time paid on account of the Obligations which thereafter shall be required to be restored or returned by Lender upon the bankruptcy, insolvency or reorganization of any Borrower or any other Person, or otherwise, all as though such amount had not been paid. The enforceability of the Loan Documents at all times shall remain effective as to each Borrower as to the Joint and Several Obligations of such Borrower even though such Joint and Several obligations, including any part thereof may be or hereafter may become invalid or otherwise unenforceable as against any other Borrower or any other Person and whether or not any of the other Borrower or any other Person shall have any personal liability with respect thereto. Each Borrower expressly waives, to the full extent permitted by law, in respect of the Joint and Several Obligations any and all defenses now or hereafter arising or asserted by reason of (a) any disability or other defense of any of the Shares other Borrower or any other Person with respect to the Joint and Several Obligations, (b) the unenforceability or invalidity of any committeesecurity or guaranty for the Joint and Several Obligations or the lack of perfection or continuing perfection or failure of priority of any security for the Joint and Several Obligations, depositary, transfer agent, registrar (c) the cessation for any cause whatsoever of the liability of any other Borrower or any other designated agency upon such terms and conditions as the Lender may determine), all without liability Person (other than for its gross negligence by reason of the full payment and performance of all Obligations), (d) any failure of Lender to marshal assets in favor of any of the other Borrower or willful misconductany other Person, (e) except as otherwise required by law or as provided in any Loan Document, any failure of Lender to account give notice of sale or other disposition of collateral to any of the other Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) except as otherwise required by law or as provided in any Loan Document, any failure of Lender to comply with applicable laws in connection with the sale or other disposition of any collateral or other security for Property actually received any of the Joint and Several Obligations, including without limitation, any failure of Lender to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Joint and Several Obligation, (g) any incapacity, lack of authority, death or disability of the other Borrower or any other Person, (h) any failure of Lender to give notice of the existence, creation or incurring of any new or additional indebtedness or other obligation or of any action or nonaction on the part of any other Person in connection with the Loan Documents, including the waiver of any conditions to the making of any advance of proceeds of any Loan, (i) any failure on the part of Lender to ascertain the extent or nature of any assets of any Person or any insurance or other rights with respect thereto, or the liability of any party liable for the Loan Documents or the obligations evidenced or secured thereby, (j) except as specifically required in the Loan Documents, any notice of intention to accelerate any of the Joint and Several Obligations or any notice of acceleration of the Joint and Several Obligations, (k) any lack of acceptance or notice of acceptance of this Agreement by itLender, but (l) any lack of presentment, demand, protest, or notice of dishonor, demand, protest or nonpayment with respect to any indebtedness or obligations under any of the Loan Documents, (m) except as specifically required in the Loan Documents, any lack of other notices to which Borrower, or any of them, might otherwise be entitled, (n) any invalidity or irregularity, in whole or in part, of any one or more of the Loan Documents, (o) the inaccuracy of any representation or other provision contained in any Loan Document, (p) any sale or assignment of the Loan Documents, in whole or in part, (q) any sale or assignment by any Borrower of any assets of such Person, or any portion thereof, whether or not consented to by Lender, (r) the dissolution or termination of existence of any Borrower or any other Person, (s) the voluntary or involuntary liquidation, sale or other disposition of all or substantially all of the assets of any Borrower, (t) any failure or delay of Lender to commence an action against Borrower, to assert or enforce any remedies against Borrower under the Notes or the Loan Documents, or to realize upon any security, (u) the compromise, settlement, release or termination of any or all of the obligations of a Borrower under the Notes or the Loan Documents, (v) any act or omission of Lender or others that directly or indirectly results in or aids the discharge or release of any other Borrower or any other Person or any other security or guaranty for the Joint and Several Obligations by operation of law or otherwise, (w) any law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s or guarantor’s obligation in proportion to the principal obligation, (x) any failure of Lender to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (y) the election by Lender, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code, (z) any extension of credit or the grant of any lien under Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code, (aa) any use of cash collateral under Section 363 of the United States Bankruptcy Code, (bb) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person, (cc) the avoidance of any Lien or Encumbrance in favor of the Lender shall have no duty for any reason, (dd) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of, or bar or stay against collecting, all or any of the Joint and Several Obligations (or any interest thereon) in or as a result of any such proceeding, (ee) to the Pledgor extent permitted, the benefits of any form of one-action rule, (ff) any right to exercise require Lender to proceed against any Borrower or any guarantor at any time or to proceed against or exhaust any security held by Lender at any time or to pursue any other remedy whatsoever at any time; (gg) any Borrower’s application of the proceeds of the Loan for purposes other than the purposes represented by such rightBorrower to Lender or intended or understood by Lender or any guarantor; (hh) where applicable, privilege or option California Civil Code Sections 2787 to 2855, inclusive, 2899 and shall not be responsible for any 3433; (ii) Lender’s and/or the Lender’s failure to do so or delay to perfect or continue the perfection of any lien or security interest in so doingany collateral which secures the obligations of Borrower, or to protect the property covered by such lien or security interest; provided that the Lender shall not exercise any voting or other consensual rights pertaining (jj) to the Shares in fullest extent permitted by law, any way that would constitute an exercise of other legal, equitable or surety defenses whatsoever to which a Borrower might otherwise be entitled solely with respect to the remedies described in paragraph 8 other than in accordance with such paragraphJoint and Several Obligations.

Rights of the Lender. (a) All money Proceeds received by the Lender hereunder shall be held by the Lender in a Collateral Account. All Proceeds while held by the Lender or, the Snapper Lender, as the case may be, in a Collateral Account (or by the Borrower in trust for the Lender) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rightscontinuing, (i1) the Lender shall have the right to receive any and all cash dividends paid in respect of the Shares Pledged Stock and make application thereof to the Promissory Note Obligations then due and payable, subject to the provisions of Section 4 of the Intercreditor Agreement in such order as the Lender may determine determine, and (ii2) subject to the Lender shall have the right to cause Intercreditor Agreement, all shares of the Shares to Pledged Stock may, at the Lender's election, be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (xA) all voting voting, corporate and other rights pertaining to such Shares shares of the Pledged Stock at any meeting of Equity Holders shareholders of the any Issuer or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the any Issuer, or upon the exercise by the Pledgor Borrower or the Lender of any right, privilege or option pertaining to such Sharesshares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property property actually received by it, but the Lender shall have no duty to the Pledgor Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.

Rights of the Lender. If Upon the occurrence of an Event event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rights, default under Section 7.1 hereof: (ia) the Lender shall have have, in addition to all other rights provided herein, the right to receive any rights and all cash dividends paid in respect remedies of a secured party under the Shares New York Uniform Commercial Code; and make application thereof to the Promissory Note in such order as (b) the Lender may determine sell and deliver any or all Receivables and any or all other security and Collateral held by the Lender or for the Lender at public or private sale upon prior notice to the Borrower if required by law, for cash, upon credit or otherwise, at such prices and upon such terms as are commercially reasonable; and (iic) in addition to all other sums due the Lender, the Borrower will pay to the Lender upon demand all costs and expenses incurred by the Lender, including reasonable attorneys' fees and expenses, to obtain or enforce payment of Receivables or Obligations, or in the prosecution or defense of any action or proceeding either against the Lender or against the Borrower concerning any matter arising out of or connected with this Agreement or the Collateral or Obligations and all Supplemental Agreements, if any, or otherwise due pursuant to the terms of this Agreement. Any requirement of reasonable notice shall be met if such notice is mailed postage prepaid to the Borrower at the Borrower's address as set forth herein at least ten (10) days before the time of sale or other disposition. The Lender may be the purchaser at any such sale, if it is public, and, in the event the Lender is the purchaser, the Lender shall have all the right rights of a good faith, bona fide purchaser for value from a secured party after default. The proceeds of sale shall be applied first to cause all costs and expenses of sale, including reasonable attorneys' fees and expenses, and second to the payment (in whatever order the Lender elects) of all Obligations, and any remaining proceeds shall be applied in accordance with the provisions of Part 5 of Article 9 of the Shares New York Uniform Commercial Code. The Borrower shall remain liable to be registered in the name of the Lender or its nominee, and for any deficiency. Failure by the Lender or its nominee may thereafter to exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege remedy or option pertaining under this Agreement or any present or future Supplemental Agreement or in any other agreement between the Borrower and the Lender, or delay by the Lender in exercising the same will not operate as a waiver. No waiver by the Lender will be effective unless it is in writing and then only to such Shares, the extent specifically stated. Neither the Lender nor any party acting as the Lender's attorney pursuant to paragraph 2.12 hereof shall be liable for any good faith error of judgment or mistake of fact or law. The Lender's rights and in connection therewith, the remedies under this Agreement will be cumulative and not exclusive of any other right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as remedy which the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphhave.

Rights of the Lender. Limitations on Lender's --------------------------------------------- Obligations. ----------- (a) It is expressly agreed by the Grantor that, anything herein to the contrary notwithstanding, the Grantor shall remain liable under each of the Contracts and Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder and the Grantor shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such Contract and License. The Lender shall not have any obligation or liability under any Contract or License by reason of or arising out of this Agreement or the granting of a security interest in any contract to the Lender or by reason of the receipt by the Lender of any payment relating to any Contract or License pursuant hereto, nor shall the Lender be required or obligated in any manner to perform or fulfill any of the obligations of the Grantor under or pursuant to any Contract or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contract or License, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. (b) The Lender authorizes the Grantor to collect its Accounts, Chattel Paper and Instruments, provided that such collection is performed in a prudent and businesslike manner, and the Lender may, upon the occurrence and during the continuance of any Event of Default and without notice, limit or terminate said authority at any time. If required by the Lender at any time during the continuance of any Event of Default, any Proceeds, when first collected by the Grantor, received in payment of any such Account or in payment for any of its Inventory or on account of any of its Contracts, shall be promptly deposited by the Grantor in precisely the form received (with all necessary indorsements) in a special bank account maintained by the Lender and subject to withdrawal only by the Lender, as hereinafter provided, and until so turned over shall be deemed to be held in trust by the Grantor for and as the Lender's property and shall not be commingled with the Grantor's other funds or properties. Such Proceeds, when deposited, shall continue to be collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as hereinafter provided. The Lender shall apply all or a part of the funds on deposit in said special account to the principal of or interest on or both in respect of any of the Secured Obligations in accordance with the provisions of Section 8(d) hereof and any part of such funds which the Lender elects not so to apply and deem not required as collateral security for the Secured Obligations shall be paid over from time to time by the Lender to the Grantor. If an Event of Default has occurred and is continuing, at the request of the Lender the Grantor shall occur deliver to the Lender all original and be continuing other documents evidencing, and relating to, the sale and delivery of such Inventory or the performance of labor or service which created such Accounts, including, without limi- tation, all original orders, invoices and shipping receipts; and, prior to the occurrence of an Event of Default the Grantor shall deliver photocopies thereof to the Lender at its request. (c) The Lender may at any time, upon the occurrence and during the continuance of any Default or Event of Default, after first notifying the Grantor of its intention to do so, notify Account Debtors of the Grantor, parties to Contracts of the Grantor, obligors of Instruments of the Grantor and obligors in respect of Chattel Paper of the Grantor that the Accounts and the right, title and interest of the Grantor in and under such Contracts, such Instruments and such Chattel Paper have been assigned to the Lender and that payments shall give be made directly to the Lender. Upon the request of the Lender, the Grantor will so notify such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper. Upon the occurrence and during the continuance of an Event of Default, the Lender may in its own name or in the name of others communicate with such Account Debtors, parties to such Contracts, obligors of such Instruments and obligors in respect of such Chattel Paper to verify with such Persons to the Lender's satis- faction the existence, amount and terms of any such Accounts, Contracts, Instruments or Chattel Paper. (d) Upon reasonable prior notice to the Pledgor Grantor (unless a Default or Event of its intent to exercise such rightsDefault has occurred and is continuing, (i) in which case no notice is necessary), the Lender shall have the right to receive any and all cash dividends paid in respect make test verifications of the Shares Accounts and make application thereof physical verifications of the Inventory in any manner and through any medium that it considers advisable, and the Grantor agrees to the Promissory Note in furnish all such order assistance and information as the Lender may determine require in connection therewith. The Grantor, at its own cost and expense, will cause certified independent public accountants satisfactory to the Lender to prepare and deliver to the Lender, at any time and from time to time promptly upon the Lender's request, the following reports: (i) a reconciliation of all its Accounts, (ii) the Lender shall have the right to cause an aging of all of the Shares to be registered in the name of the Lender or its nomineeAccounts, (iii) trial balances, and the Lender or its nominee may thereafter exercise (xiv) all voting and other rights pertaining to a test verification of such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions Accounts as the Lender may determine)request. The Grantor at its expense will cause certified independent public accountants satisfactory to the Lender to prepare and deliver to the Lender the results of the annual physical verification of its Inventory made or observed by such accountants. (e) Notwithstanding anything to the contrary contained herein, all without liability unless an Event of Default has occurred and is continuing, the Grantor may continue to exploit, license, franchise, use, enjoy and protect (other than for its gross negligence whether in the United States of America or willful misconductany foreign jurisdiction) except to account for the Intellectual Property actually received by it, but Collateral in the ordinary course of business and the Lender shall from time to time execute and deliver, upon written request of Grantor and at Grantor's sole cost and expense, any and all instruments, certificates or other documents, in the form so requested, necessary or appropriate in the judgment of Grantor to enable Grantor to do so. (f) In order to more fully protect the Intellectual Property Collateral in respect of which security interests have no been granted to the Lender by the Grantor hereunder, the Grantor shall hereafter transfer to the Lender such additional rights, privileges, marks and licenses as Lender or Grantor may in its discretion determine to be necessary and appropriate to the continuing exploitation, licensing, use, enjoyment and protection (whether in the United States of America or any foreign jurisdiction) of the Intellectual Property Collateral. (g) The Grantor shall have the duty to preserve and maintain all rights in the Pledgor Intellectual Property Collateral in respect of which a failure to exercise be able to continue to use the same would have a Material Adverse Effect in a manner substantially consistent with its present practices. The Grantor shall take all action reasonably requested by the Lender to register, record and/or perfect the Lender's rights hereunder. Such duties shall include, but not be limited to, the following: (i) The Grantor shall take appropriate action at its expense to halt the infringement of any of the Intellectual Property Collateral if such right, privilege infringement would have a Material Adverse Effect on the value of the Intellectual Property Collateral or option and the Grantor's ability to use the Intellectual Property Collateral; (ii) The Grantor shall not be responsible for amend, modify, terminate or waive any failure provisions of any other contract to do so or delay in so doing; provided that which the Lender shall not exercise any voting or other consensual rights pertaining to the Shares Grantor is a party in any way that would constitute an exercise of manner which might have a Material Adverse Effect upon the remedies described in paragraph 8 other than in accordance with such paragraphIntellectual Property Collateral.

Rights of the Lender. If (a) Upon the occurrence and during the continuance of an Event of Default Default, following written notice from the Lender, all Obligations shall occur become forthwith due and be continuing payable. (b) The Lender, without exonerating in whole or in part the Borrower, or forfeiting any rights hereunder may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the Lender shall give notice to same and any or all existing securities up to, may abstain from taking securities from or from perfecting securities of, may accept compositions from, and may otherwise deal with the Pledgor of its intent to exercise such rights, (i) the Lender shall have the right to receive any Borrower and all cash dividends paid in respect of the Shares other Persons and make application thereof to the Promissory Note in such order securities as the Lender may determine see fit. (c) Following the occurrence of an Event of Default, and (ii) for so long as such event shall persist, the Lender may exercise all rights and remedies at law and in equity, including but not limited to foreclosure (whether judicial or non judicial) upon the real and personal property of Borrower in accordance with Applicable Law and the Security Agreements. (d) Following the occurrence of an Event of Default, and for so long as such event shall persist, if the Borrower shall fail to perform any of its covenants or agreements in this Agreement or any other applicable Transaction Document, the Lender may (but shall have no obligation to) perform any or all such covenants or agreements in any manner deemed fit by the right Lender without thereby waiving any rights to cause all enforce the applicable Transaction Documents. (e) Nothing herein shall obligate the Lender to extend or amend any credit to the Borrower or to any other Person. (f) No failure to exercise and no delay in exercising, on the part of the Shares to be registered in Lender, any right, remedy, power or privilege hereunder or under the name of the Lender other Transaction Documents shall operate as a waiver thereof, nor shall any single or its nominee, and the Lender or its nominee may thereafter partial exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, remedy, power or privilege hereunder preclude any other or option pertaining to such Shares, and in connection therewith, further exercise thereof or the right to deposit and deliver exercise of any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege remedy, power or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphprivilege.

Rights of the Lender. (a) If the Pledgor fails to perform any agreement contained herein, the Lender may (but shall not be obligated or required to) perform, or cause the performance, of such agreement (b) At any time upon and during the continuance of an Event of Default shall occur and be continuing and Default, the Lender may (but shall give notice to the Pledgor of its intent to exercise such rights, not be obligated or required to): (i) Subject to Section 17 hereof, cause the Lender shall have Collateral to be transferred to its name or to the right name of its nominee or nominees and thereafter exercise as to such Collateral all of the rights, powers and remedies of an owner, (ii) Ask for, demand, collect, xxx for, recover, compromise, receive any and all cash dividends paid give acquittances and receipts for monies due or to become due under or in respect of any of the Shares Collateral and make application thereof hold the same as part of the Collateral, or apply the same to any of the Promissory Note Obligations in such order manner as the Lender may determine direct in its sole discretion; (iii) Receive, endorse and collect any drafts or other instruments, documents and chattel paper, in connection with clause (ii) the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof above (including, without limitation, the right to exchange at its discretion any and all instruments representing dividends, interest payments or other distributions in respect of the Shares upon Collateral or any part thereof and give full discharge for the mergersame); (iv) Subject to Section 17 hereof, consolidationfile any claims or take any actions or institute any proceedings that the Lender may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce compliance with the rights of the Lender with respect to any of the Collateral; (v) Enter into any extension, subordination, reorganization, recapitalization or other fundamental change in the structure of the Issuerdeposit, merger, or upon consolidation agreement, or any other agreement relating to or affecting the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such SharesCollateral, and in connection therewiththerewith deposit or surrender control of such Collateral thereunder, and accept other property in exchange therefor and hold and apply such property or money so received in accordance with the right to deposit provisions hereof; and (vi) Discharge any taxes levied on the Collateral or pay for the maintenance and deliver preservation of the Collateral; the amount of such payments, plus any and all fees, costs and expenses of the Shares with any committeeLender (including reasonable attorneys' fees and disbursements) actually in connection therewith, depositaryshall, transfer agentat the Lender's option, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received be reimbursed by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphon demand.

Rights of the Lender. If The Lender may at any time and from time to time after the occurrence of an Event of Default shall occur and be continuing hereunder, and the Lender shall give notice to the Pledgor of its intent to exercise such rights, (i) Borrower hereby irrevocably appoints the Lender shall have the right to receive any and all cash dividends paid in respect as its attorney-in-fact (which appointment is coupled with an interest), with power of the Shares and make application thereof to the Promissory Note in such order as the Lender may determine and (ii) the Lender shall have the right to cause all of the Shares to be registered substitution, in the name of the Lender or its nomineein the name of the Borrower or otherwise, for the use and benefit of the Lender, but at the cost and expense of the Borrower and without notice to the Borrower: (i) notify the Account Debtors obligated on any of the Collateral to make payments thereon directly to the Lender, and to take control of the cash and non-cash proceeds of any such Collateral; (ii) require the Borrower to deposit or cause to be deposited to a bank account (the "Collateral Account") all checks, drafts, cash, and other remittances in payment or on account of payment of such Receivables (collectively, the "Items of Payment"). The Borrower shall deposit the Items of Payment for credit to the Collateral Account within two (2) business days of the receipt thereof, and in precisely the form received, except for the endorsement of the Borrower where necessary to permit the collection of the Items of Payment, which endorsement the Borrower hereby agrees to make. Pending such deposit, the Borrower will not commingle any of the Items of Payment with any of its other funds or property but will hold them separate and apart. (iii) charge to any banking account of the Borrower with the Lender any Item of Payment credited to the Collateral Account which is dishonored by the drawee or its nominee maker thereof; (iv) compromise, extend, or renew any of the Collateral or deal with the same as it may thereafter exercise deem advisable; (v) release, make exchanges or substitutions for, or surrender all or any part of the Collateral; (vi) remove from the Borrower's place of business all books, records, ledger sheets, correspondence, invoices, and documents relating to or evidencing any of the Collateral or, without cost or expense to the Lender, make such use of the Borrower's place(s) of business as may be reasonably necessary to administer, control, and collect the Collateral; (vii) repair, alter, or supply goods, if any, necessary to fulfill in whole or in part the purchase order of any Account Debtor; (viii) demand, collect, give receipt for, and give renewals, extensions, discharges, and releases of any of the Collateral; (ix) institute and prosecute legal and equitable proceedings to enforce collection of, or realization upon, any of the Collateral; (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversionsettle, renew, extend, compromise, compound, exchange, subscription or adjust claims with respect to any of the Collateral or any legal proceedings brought with respect thereto; (xi) endorse the name of the Borrower upon any Items of Payment relating to the Collateral or upon any proof of claim in bankruptcy against an Account Debtor; and (xii) receive and any other rightsopen all mail addressed to the Borrower and, privileges or options pertaining if an Event of Default exists hereunder, notify postal authorities to change the address for the delivery of mail to the Borrower to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions address as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdesignate; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.and

Rights of the Lender. If an Event 11.1 The rights, powers, and remedies given to the Lender by this Agreement shall be in addition to all rights, powers and remedies given to the Lender by virtue of Default any statute or rule of law. Any forbearance or failure or delay by the Lender in exercising any right, power or remedy and any single or partial exercise of any right, power or remedy hereunder shall occur not preclude further exercise thereof and be continuing every right, power and remedy of the Lender shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by an authorized officer of the Lender. 11.2 A waiver by the Lender of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the Lender would otherwise have had on any future occasion. 11.3 The Lender, except as specifically set forth in this Agreement, shall be under no duty or obligation whatsoever to make or give any presentations, demands for performance, notice of non-performance, protests, notices of protest or notice of dishonor in connection with any obligations or evidences of indebtedness held by the Lender, or in connection with any obligation or evidences of indebtedness which constitute in whole or in part, the indebtedness thereunder. 11.4 The Borrowers specifically waive any right to require the Pledgor Lender to: (a) Proceed against any Person; (b) Pursue any other remedy in the Lender's power, and waives any defense arising by reason of its intent any disability or by reason of the cessation from any cause whatsoever of the liability of the Borrowers. Until all indebtedness has been paid in full, the Borrowers shall have no right of subrogation and it waives any right to exercise enforce any remedy which the Lender now has or may hereafter have against any other Person, and waives any benefit to any right to participate in any collateral security whatsoever now or hereafter held by the Lender. 11.5 The Lender reserves the right to proceed against the Borrowers in such rightsmanner and at such times, (i) and in such sequence as the Lender may elect, and nothing herein contained shall be construed as limiting the Lender's election of remedies to enforce the collection of the balance due upon an "Event of Default". 11.6 Until all indebtedness owed by the Borrowers to the Lender shall have the right to receive any and all cash dividends been paid in respect full, all rights, powers and remedies granted to the Lender hereunder shall continue to exist and may be exercised by the Lender at any time and from time to time irrespective of the Shares and make application fact that any claim to recover the indebtedness or any part thereof to may then become barred by any statute of limitations or that the Promissory Note in such order as the Lender may determine and (ii) the Lender shall have the right to cause all liability of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee Borrowers may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphceased.

Rights of the Lender. If The Lender may, at any time after the occurrence of an Event of Default shall occur that has not been waived in writing by the Lender, and be continuing and from time to time thereafter for so long as such Event of Default has not been cured by the Borrowers or waived by the Lender shall give notice in writing, whether before or after notification to any Account Debtor and whether before or after the Pledgor maturity of its intent to exercise such rightsany of the Liabilities, (i) the Lender shall have the right to receive enforce collection of any and all cash dividends paid in respect of the Shares Borrowers’ or any other Loan Party’s Accounts or contract rights by suit or otherwise; (ii) exercise all of the Borrowers’ or any other Loan Party’s rights and make application thereof remedies with respect to proceedings brought to collect any Accounts; (iii) surrender, release or exchange all or any part of any Accounts of the Promissory Note in Borrowers or of any other Loan Party, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of the Borrowers or of any other Loan Party upon such order terms, for such amount and at such time or times as the Lender may determine deems advisable; (v) prepare, file and sign the Borrowers’ or any other Loan Party’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor indebted on an Account of the Borrowers or of any other Loan Party; and (iivi) do all other acts and things which are necessary, in the Lender’s discretion, to fulfill the Borrowers’ or any other Loan Party’s obligations under this Agreement and to allow the Lender shall have to collect the right Accounts. In addition to cause all any other provision hereof, the Lender may at any time on or after the occurrence of an Event of Default that has not been waived in writing by the Lender, at the Borrowers’ expense, notify any parties obligated on any of the Shares to be registered in the name Accounts of the Lender Borrowers or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining Loan Party to such Shares as if it were the absolute owner thereof (including, without limitation, the right make payment directly to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege amounts due or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphbecome due thereunder.

Rights of the Lender. If an Event The Debtor hereby irrevocably constitutes and appoints the Lender, and any officer thereof responsible for enforcing the terms of Default shall occur this Note and be continuing Security Agreement, the Debtor's agent and the Lender shall give notice attorney-in-fact to the Pledgor of its intent to exercise such rights, (i) the Lender shall have the right to receive take any and all cash dividends paid in respect of the Shares appropriate action and make application thereof to the Promissory Note in such order as the Lender may determine and (ii) the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) execute any and all rights documents and instruments which may be necessary or desirable to accomplish the purpose of conversionthis Note and Security Agreement. This power of attorney is a power coupled with an interest, exchangeshall be irrevocable and shall terminate only upon payment in full of the obligations set forth herein and the termination of this Note and Security Agreement. The powers conferred on the Lender hereunder are solely to protect the Lender's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Without limiting the generality of the foregoing, subscription the Debtor hereby gives the Lender the power and any right, on behalf of the Debtor and without notice to or assent by the Debtor, to do the following: 1. Receive directly from the Lessee all payments of Base Monthly Rentals or other sums due and payable under the Lease, Stipulated Loss Value, Fair Market Value and other sums due and to become due under the Lease (other than the sums not payable to the Lessor under the Lease) and endorse all remittances received thereunder and to exercise all rights, privileges or options pertaining to such Shares as if it were and remedies of Lessor under the absolute owner thereof (includingLease, including without limitation, the right to exchange at its discretion grant waivers or consents of any character. 2. Endorse any loss payment or returned premium check and to make, settle and release any claim under any insurance policy with respect to the Equipment. 3. File any claim or take any other action or proceeding in any court of law or equity for the purpose of collecting any and all of monies due under the Shares upon Lease. 4. File financing statements signed only by the merger, consolidation, reorganization, recapitalization Lender with respect to this Note and Security Agreement in accordance with the Uniform Commercial Code or other fundamental change in signed by the structure of Lender as attorney-in-fact for the IssuerDebtor. 5. File this Note and Security Agreement, or upon the exercise by the Pledgor or the Lender of any rightreproduction hereof, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and as a financing statement. The Debtor hereby ratifies all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as that the Lender may determine)do pursuant to such power. The Lender shall be accountable only for the amounts that it actually receives as a result of the exercise of such powers, all without liability (other than and neither it nor any of its officers, directors, employees or agents shall be responsible to the Debtor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for its own gross negligence or willful misconduct) except to account for Property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.

Rights of the Lender. (a) All money Proceeds received by the Lender hereunder shall be held by the Lender in the Collateral Account. All Proceeds while held by the Lender in the Collateral Account (or by any Pledgor in trust for the Lender) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a) provided that any balance of such proceeds when no Default is or Event of Default is continuing shall be paid over to the Borrower or to whomever may be lawfully entitled to receive the same. (1) If an Event of Default shall occur has occurred and be is continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rightsrights to the Borrower (except in the case of a Bankruptcy Event of Default, (i) in which case no such notice shall be required), the Lender shall have the right to receive any and all cash dividends paid in respect of the Shares Pledged Stock and make application thereof to the Promissory Note Secured Obligations in such order as the Lender may determine determine, and (ii2) if a Default or an Event of Default has occurred and is continuing and the Lender shall have give notice of its intent to exercise such rights to the right to cause Borrower (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), all shares of the Shares to Pledged Stock shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (xA) all voting voting, corporate and other rights pertaining to such Shares shares of the Pledged Stock at any meeting of Equity Holders shareholders of the any Issuer or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the any Issuer, or upon the exercise by the Pledgor Borrower or the Lender of any right, privilege or option pertaining to such Sharesshares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconductto the extent permitted by law) except to account for Property property actually received by it, but the Lender shall have no duty to the Pledgor Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that . (c) In order to permit the Lender to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(b)(2) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(b)(1), the Borrower shall, if necessary, upon written notice from the Lender (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Lender all such proxies, dividend payment orders and other instruments as the Lender may reasonably request. (d) The rights of the Lender hereunder shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. The Lender shall not exercise be liable for any voting failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Borrower or any other consensual rights pertaining Person or to take any other action whatsoever with regard to the Shares in Collateral or any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphpart thereof.

Rights of the Lender. (a) All money Proceeds received by the Lender hereunder shall be held by the Lender in a Collateral Account. All Proceeds while held by the Lender in a Collateral Account (or by the Pledgor in trust for the Lender) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in Section 8(a). (b) If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rights, rights to Pledgor: (i) the Lender shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Shares Pledged Collateral and make application thereof to the Promissory Note Obligations in such order as it may determine, unless otherwise specifically provided in the Lender may determine Loan Documents, and (ii) at the Lender shall have the right to cause all request of the Shares to Lender, all shares of the Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter during such period exercise (xA) all voting and voting, corporate or other rights pertaining to such Shares shares of the Pledged Stock at any meeting of Equity Holders shareholders of any of the Issuer Issuers or otherwise (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a member under the applicable Partnership Agreement; and (yD) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the IssuerIssuers, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Sharesshares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender it may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that . (c) The rights of the Lender hereunder shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against any of the Issuers, Borrower or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Lender shall not exercise be liable for any voting failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the Pledgors or any other consensual rights pertaining Person or to take any other action whatsoever with regard to the Shares in Pledged Collateral or any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphpart thereof.

Rights of the Lender. (a) If an Event of Default shall occur and be continuing, all Proceeds received by the Pledgor shall be held by the Pledgor in trust for the Lender, segregated from other funds of the Pledgor, and shall, forthwith upon receipt by the Pledgor, be turned over to the Lender in the exact form received by the Pledgor (duly indorsed by the Pledgor to the Lender, if required). All money Proceeds received by the Lender hereunder shall be held in a Collateral Account. All Proceeds while held by the Lender in a Collateral Account (or by the Pledgor in trust for the Lender) shall continue to be held as collateral security for all the Obligations and shall not constitute payment thereof until applied as provided in paragraph (b). (b) If an Event of Default shall occur and be continuing and the Lender shall give notice to the Pledgor of its intent to exercise such rightsrights to the Pledgor, (i1) the Lender shall have the right to receive any and all cash dividends dividends, payments or other Proceeds paid in respect of the Shares Pledged Interests and make application thereof to the Promissory Note Obligations in such order as the Lender may determine determine, and (ii2) the Lender shall have the right to cause all of the Shares to Pledged Interests shall be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (xA) all voting and other rights pertaining to such Shares the Pledged interests at any meeting of Equity Holders members of the Issuer Borrower or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares the Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of the IssuerBorrower, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such SharesPledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Shares Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability (other than for its gross negligence or willful misconduct) except to account for Property property actually received by it, but the Lender shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided that the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph.

Rights of the Lender. If an Event of Default shall occur The Lender may from time to time and be continuing at its option (a) require Pledgor to, and Pledgor shall, periodically deliver to the Lender shall give notice records and schedules, which show the status of the Collateral and such other matters which affect the Collateral; (b) verify the Collateral and inspect the books and records of Company and make copies of or extracts from the books and records; and (c) notify any prospective buyers or transferees of the Collateral of the Lender’s interest in the Collateral. Subject to the Subordination Agreement, Pledgor of its intent agrees that the Lender may at any time take such steps as the Lender deems reasonably necessary to exercise such rightsprotect the Lender’s interest in and to preserve the Collateral. Pledgor hereby consents and agrees that the Lender may at any time or from time to time pursuant to the Loan and Security Agreement, but subject to the Subordination Agreement, (ia) extend or change the Lender shall have time of payment and/or the right to receive manner, place or terms of payment of any and all cash dividends paid in respect Obligations, (b) supplement, amend, restate, supercede, or replace the Loan and Security Agreement or any other Loan Documents, (c) renew, extend, modify, increase or decrease loans and extensions of credit under the Loan and Security Agreement, (d) modify the terms and conditions under which loans and extensions of credit may be made under the Loan and Security Agreement, (e) settle, compromise or grant releases for any Obligations and/or any person or persons liable for payment of any Obligations, (f) exchange, release, surrender, sell, subordinate or compromise any collateral of any party now or hereafter securing any of the Shares Obligations and make application thereof to (g) apply any and all payments received from any source by the Promissory Note Lender at any time against the Obligations in such any order as the Lender may determine pursuant to the terms of the Loan and (ii) the Lender shall have the right to cause Security Agreement; all of the Shares to be registered foregoing in the name of the Lender or its nominee, such manner and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Shares as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all determine and without liability (other than for its gross negligence notice to or willful misconduct) except to account for Property actually received by it, but further consent from Pledgor and without impairing or modifying the Lender terms and conditions of this Agreement which shall have no duty to the Pledgor to exercise any such right, privilege or option remain in full force and effect. This Agreement shall remain in full force and effect and shall not be responsible limited, impaired or otherwise affected in any way by reason of (i) any delay in making demand on Pledgor for or delay in enforcing or failure to enforce, performance or payment of any Obligations, (ii) any failure, neglect or omission on the Lender’s part to perfect any lien upon, protect, exercise rights against, or realize on, any property of Pledgor or any other party securing the Obligations, (iii) any failure to do so obtain, retain or delay preserve, or the lack of prior enforcement of, any rights against any person or persons or in so doing; provided that any property, (iv) the Lender shall not exercise invalidity or unenforceability of any voting Obligations or other consensual rights pertaining in any Collateral under the Loan and Security Agreement, (v) the existence or nonexistence of any defenses which may be available to Pledgor with respect to the Shares in Obligations, or (vi) the commencement of any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraphbankruptcy, reorganization; liquidation, dissolution or receivership proceeding or case filed by or against Pledgor or any Borrower.

Rights of the Lender. If an Event 17) All payments made in respect of Default shall occur the Indebtedness and money realized from any securities held therefor may be continuing applied on such part or parts of the Indebtedness as the Lender may see fit and the Lender shall give notice at all times and from time to the Pledgor of its intent to exercise such rights, (i) the Lender shall time have the right to receive change any appropriation of any money received by it and all cash dividends paid in respect to reapply the same on any other part or parts of the Shares and make application thereof to the Promissory Note in such order Indebtedness as the Lender may determine and (iisee fit, notwithstanding any previous application by whomsoever made. 18) The Debtor grants to the Lender shall have the right to cause all of the Shares to be registered in the name of the Lender or its nominee, and the Lender or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Shares at any meeting of Equity Holders of the Issuer or otherwise and (y) set off against any and all rights accounts, credits or balances maintained by it with the Lender, the aggregate amount of conversionany of the Indebtedness when the same shall become due and payable whether at maturity, exchangeupon acceleration of maturity thereof or otherwise. 19) The Lender, subscription without exonerating in whole or in part the Debtor, may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the same and any other rightsor all existing securities up to, privileges may abstain from taking securities from or options pertaining to such Shares as if it were from perfecting securities of, may accept compositions from, and may otherwise deal with the absolute owner thereof (including, without limitation, the right to exchange at its discretion any Debtor and all of the Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of the Issuer, or upon the exercise by the Pledgor or the Lender of any right, privilege or option pertaining to such Shares, persons and in connection therewith, the right to deposit and deliver any and all of the Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions securities as the Lender may determine)see fit. 20) The Lender may assign, transfer and deliver to any transferee any of the Indebtedness or any security or any documents or instruments held by the Lender in respect thereof provided that no such assignment, transfer or delivery shall release the Debtor from any of the Indebtedness; and thereafter the Lender shall be fully discharged from all without liability (other than for its gross negligence responsibility with respect to the Indebtedness and security, documents and instruments so assigned, transferred or willful misconduct) except to account for Property actually received by itdelivered. Such transferee shall be vested with all powers and rights of the Lender under such security, documents or instruments but the Lender shall have no duty retain all rights and powers with respect to the Pledgor to exercise any such rightsecurity, privilege documents or option and instruments not so assigned, transferred or delivered. The Debtor shall not be responsible for assign any failure to do so of its rights or delay in so doing; provided that obligations hereunder without the Lender shall not exercise any voting or other consensual rights pertaining to the Shares in any way that would constitute an exercise prior written consent of the remedies described in paragraph 8 other than in accordance with such paragraphLender.