Common use of Rights of the Secured Party Clause in Contracts

Rights of the Secured Party. (a) If any Event of Default shall occur and be continuing, (A) any and all shares of the Specified Pledged Stock and any other applicable Collateral may, at the Secured Party's option, be registered in the name of the Secured Party or its nominee, and/or (B) the Secured Party or its nominee may exercise (i) all voting, corporate and any other rights pertaining to any and all Collateral, whether at any meeting of shareholders of the Secured Party or otherwise and/or (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to any and all Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Secured Party, or upon the exercise by the Pledgor or the Secured Party of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral), and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability to the Pledgor, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part of the Collateral or for any delay in doing so, to collect or to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable law.

Rights of the Secured Party. (a) If any Event of Default shall occur and be continuing, (A) any and all shares of the Specified Pledged Stock (and any other applicable Collateral Collateral) may, at the Secured Party's option, be registered in the name of the Secured Party or its nominee, and/or (B) the Secured Party or its nominee may exercise (i) all voting, corporate and any other rights pertaining to the Pledged Stock (and any and all other applicable Collateral), whether at any meeting of shareholders of TFCI and/or AVest, as the Secured Party case may be, or otherwise and/or (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Pledged Stock (and any and all Collateral other applicable Collateral) as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of TFCI and/or AVest, as the Secured Partycase may be, or upon the exercise by the Pledgor or the Secured Party of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral), and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability to the Pledgor, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against the Pledgor or against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part of the Collateral or for any delay in doing so, to collect or to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possession, as specifically set forth in Section 11 12 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable law.

Rights of the Secured Party. (a) If any an Event of Default shall occur and be continuing, (A) the Secured Party shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Special Secured Obligations in such order as the Secured Party may determine. If an Event of Default shall occur and be continuing and the Secured Party shall give notice of its intent to exercise such rights to the Pledgor, all shares of the Specified Pledged Stock and any other applicable Collateral may, at the Secured Party's option, shall be registered in the name of the Secured Party or its nominee, and/or (B) and the Secured Party or its nominee may thereafter exercise (i) all voting, corporate and any other rights pertaining to any and all Collateral, whether such shares of the Pledged Stock at any meeting of shareholders of the Secured Party Issuer or otherwise and/or and (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to any and all Collateral such shares of the Pledged Stock as if it were the absolute owner owned thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Secured PartyIssuer, or upon the exercise by the Pledgor or the Secured Party of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral)Stock, and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) with any committee, depositorydepositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to the Pledgoraccount for property actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing rightssuch right, privileges privilege or options option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against the Issuer or against any other Person which may be or become liable in respect of all or any part of the Special Secured Obligations or against the Collateral any collateral security therefor, guarantee therefor or any other security or collateralright of offset with respect thereto. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) failure to demand, collect, apply collect or realize upon all or any part of the Collateral or for any delay in doing so, to collect or and shall not be under any obligation to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable law.

Rights of the Secured Party. (a) If any an Event of Default shall occur and be continuingcontinuing and the Secured Party shall give notice to the Pledgor of its intent to exercise such rights, (Ai) the Secured Party shall have the right to receive any and all shares cash dividends paid in respect of the Specified Pledged Stock Shares and any other applicable Collateral may, at make application thereof to the obligations of the Pledgor under the Promissory Note in such order as the Secured Party's option, Party may determine and (ii) the Secured Party shall have the right to cause all of the Shares to be registered in the name of the Secured Party or its his nominee, and/or (B) and the Secured Party or its his nominee may thereafter exercise (iA) all voting, corporate voting and any other rights pertaining to any and all Collateral, whether such Shares at any meeting of shareholders Equity Holders of the Secured Party Issuer or otherwise and/or and (iiB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to any and all Collateral 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 Specified Pledged Stock (and any other applicable Collateral) Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Secured PartyIssuer, or upon the exercise by the Pledgor or the Secured Party of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral)Shares, and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) Shares with any committee, depositorydepositary, transfer agent, registrar or other designated agency upon such terms and conditions as it the Secured Party may determine), all without liability (other than for its gross negligence or willful misconduct) except to the Pledgoraccount for Property actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing rightssuch right, privileges privilege or options option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of ; provided that the Secured Party under this Agreement shall not be conditioned exercise any voting or contingent upon other consensual rights pertaining to the pursuit by the Secured Party of Shares in any right or remedy against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part way that would constitute an exercise of the Collateral or for any delay remedies described in doing so, to collect or to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any paragraph 8 other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes than in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, accordance with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable lawparagraph.

Rights of the Secured Party. (a) If The Secured Party shall not be liable for failure to collect or realize upon the Obligations or any Event of Default collateral security or guaranty thereof, or any part thereof, or for any delay in so doing, nor shall occur and Secured Party be continuing, (A) under any and obligation to take any action whatsoever with regards thereto. Any or all shares of the Specified Pledged Stock and any other applicable Collateral held by the Secured Party hereunder may, at if an Event of Default has occurred and is continuing, and upon written notice by the Secured Party's option, be registered in the name of the Secured Party or its nominee, and/or (B) for the benefit of the Secured Party, and the Secured Party or its nominee may exercise (i) all voting, corporate and any other rights pertaining to any and all Collateral, whether at any meeting time thereafter, without notice, exercise all voting and corporate rights of shareholders any issuer of the Secured Party or otherwise and/or (ii) any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to any and all Collateral shares of the Pledged Stock as if it the Secured Party were the absolute owner thereof thereof, including (including, without limitation, ) the right to exchange exchange, at its discretion discretion, any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of the Secured Party, any issuer of any such shares or upon the exercise by the Pledgor any such issuer or the Secured Party of any right, privilege or option pertaining to such any shares of the Specified Pledged Stock (and any other applicable Collateral)and, and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) with any committee, depository, transfer agent, registrar or other designated agency upon on such terms and conditions as it the Secured Party may determine), all without liability except to the Pledgoraccount for property actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing. (b) The rights Secured Party is hereby appointed the attorney-in-fact of the Stockholder for the purpose of carrying out the provisions of this Pledge Agreement and taking any action and executing any instruments, in the name of the Stockholder or otherwise, that the Secured Party under this Agreement shall not be conditioned may deem necessary or contingent upon advisable to accomplish the pursuit by purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Secured Party of any right or remedy against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part of the Collateral or for any delay in doing soshall, to collect or to sell or otherwise dispose of any Collateral (whether the extent permitted under Section 4 hereof, have the right and power, upon the request of the Pledgor Secured Party's good faith determination in its sole discretion that such action is necessary or any other Person or otherwise desirable to preserve and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes protect its interest in the value of the Collateral, to act as an investment advisor receive, endorse and collect all checks and other orders for the payment of money made payable to the Stockholder representing any dividend, interest payment or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, other distribution payable or distributable with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereofthereof and to give full discharge for the same. (c) The Secured Party shall not have any obligation to protect, secure, perfect or to seek payment from any particular source, and insure any such Collateral at any time held as security for the Obligations, other than an obligation not to engage in willful misconduct or duty is hereby waived act in a grossly negligent manner with respect to the fullest extent permitted by applicable lawCollateral.

Rights of the Secured Party. The Debtor further agrees that: (a) If at any Event time after an event of Default shall occur default has occurred under or pursuant to the Loan Agreement, or security held by the Secured Party pursuant to the Loan Agreement, the Secured Party may forthwith, without any notice, without demand for payment, without advertisement, and be continuingwithout any other formality, (A) all of which are hereby waived, sell the Collateral or any of it on any recognized exchange dealing in such securities or by public or private sale, and all shares enforce payment of and otherwise realize upon the security of the Specified Pledged Stock Collateral or any of it as fully and any other applicable Collateral may, at effectually as if the Secured Party's optionParty were the absolute owners thereof, with all proceeds of sale being paid to the Secured Party to be registered applied on account of the Indebtedness and Liabilities to the full extent of the Indebtedness and Liabilities and the balance, if any, remaining thereafter being paid to the Debtor; (b) the Secured Party will not be bound or obliged at any time or under any circumstances, to collect or see to the payment of any income or capital of, on or from any of the Collateral or to sell or otherwise realize upon any of the Collateral; (c) the Collateral or any excess thereof or proceeds of sale of the same may be applied upon any of the Indebtedness and Liabilities in such manner, order and priority as the name Secured Party may determine; (d) for the purposes of the foregoing provisions of this paragraph 5, the Secured Party or its nominee, and/or agent is hereby appointed as the attorney irrevocable of the Debtor and in such capacity may transfer or assign all or any of the Collateral and may fill in all blanks in any transfers of stocks or any power of attorney or other documents delivered to the Secured Party; (Be) all costs and charges incurred by the Secured Party or its nominee may exercise agent with reference to the sale, enforcement or other realization of the Collateral (i) including all votingbroker's commissions, corporate fees and any other rights pertaining to any remuneration and all Collateral, whether at any meeting of shareholders of legal costs) will be added to the Secured Party or otherwise and/or Indebtedness and Liabilities and will be a first charge upon the Collateral and the proceeds thereof; and (iif) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining substituted Pledged Securities will be held subject to any and all Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Secured Party, or upon the exercise by the Pledgor or the Secured Party of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral), and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) with any committee, depository, transfer agent, registrar or other designated agency upon such same terms and conditions as it may determine), all without liability to and with the Pledgor, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing rights, privileges or options same powers and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part of the Collateral or for any delay in doing so, to collect or to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possessionauthorities, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, are hereby declared and any such obligation or duty is hereby waived to the fullest extent permitted by applicable lawconferred.

Rights of the Secured Party. (a) If any Pledgor hereby grants the Secured Party an irrevocable proxy (which irrevocable proxy is coupled with an interest and, to the extent permitted by law, shall continue in full force and effect until the Obligations are paid in full), such that if an Event of Default shall occur and be continuingcontinuing and the Secured Party shall give notice of its intent to exercise such rights to Pledgor, (A) any the Secured Party shall be entitled to exercise all voting powers pertaining to the Collateral at all times during the existence of an Event of Default, including the power to call and attend all shares meetings of the Specified Pledged Stock shareholders of the Issuer to be held from time to time with full power to act and any other applicable vote in the name, place and stead of Pledgor (whether or not the Collateral may, at the Secured Party's option, be registered in shall have been transferred into its name or the name of the Secured Party or its nominee, and/or (B) the Secured Party or its nominee may exercise (i) or nominees), give all votingconsents, corporate waivers and any other rights pertaining to any and all Collateral, whether at any meeting of shareholders ratifications in respect of the Secured Party or Collateral and otherwise and/or (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to any and all Collateral act with respect thereto as if though it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Secured Party, or upon the exercise by the Pledgor or the Secured Party of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral), and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock (and any other applicable Collateral) with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine)thereof, all without liability except to the Pledgoraccount for property actually received by it, but the Secured Party shall have no duty to the Pledgor to exercise any of the foregoing rightssuch right, privileges privilege or options option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against the Collateral any collateral security therefor, guarantee thereof or any other security or collateralright of offset with respect thereto. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) failure to demand, collect, apply collect or realize upon all or any part of the Collateral or for any delay in doing so, to collect or nor shall the Secured Party be under any obligation to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable law.

Rights of the Secured Party. Upon the occurrence and continuance of any Event of Default, the Secured Party shall have the right, subject to the provisions of Section 7.06: (a) If any Event of Default shall occur and be continuing, (A) any and to declare all shares of the Specified Pledged Stock Secured Obligations to be immediately due and payable, whereupon all such Secured Obligations shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Pledgor, anything contained herein to the contrary notwithstanding; (b) to exercise any one or more of the rights and remedies exercisable by the Secured Party under other provisions of this Agreement or exercisable by a secured party under the Uniform Commercial Code as in effect in Illinois (whether or not said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) or under any other applicable Collateral maylaw; (c) to exercise, at in the Secured Party's option, be registered name of the Pledgor or in the name of the Secured Party Party, such rights and powers with respect to the Collateral as the Pledgor might exercise, including the right to demand, xxx, collect or its nominee, and/or receive any money or property at any time payable or receivable on account of or in exchange for any of the Collateral; (Bd) whether or not the Secured Party exercises any available right to declare any Secured Obligation due and payable or its nominee may exercise seek or pursue any other relief or remedy available to it under applicable law or under this Agreement, the Loan Agreement or any other Loan Document or other instrument or agreement relating to such Secured Obligation, (i) all voting, corporate and any other rights pertaining to any and all Collateral, whether at any meeting of shareholders of the Secured Party or otherwise and/or (ii) any and all rights of conversionPledged Shares will be, exchange, subscription and any other rights, privileges or options pertaining to any and all Collateral as if it were at the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure option of the Secured Party, or upon registered on the exercise books of the relevant company in the name of the Collateral Agent and (ii) all dividends and other distributions on the Share Collateral shall be paid directly to the Collateral Agent and retained by the Pledgor or it on behalf of the Secured Party as part of the Share Collateral, subject to the terms of this Agreement, and, if the Secured Party shall so request in writing, the Pledgor agrees to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of the Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Collateral Agent to the Pledgor; and (e) to sell, lease, assign or otherwise dispose of all or a part of the Collateral that shall then be or shall thereafter come into the possession, custody or control of the Collateral Agent at such place or places that the Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required below or by applicable statute and cannot be waived), Secured Party or any other Person may be the purchaser, lessee, assignee or recipient of any right, privilege or option pertaining to such shares of the Specified Pledged Stock (and any other applicable Collateral), and in connection therewith, the right to deposit and deliver any and all of the Specified Pledged Stock Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any other applicable Collateral) with claim or right of whatsoever kind, including any committee, depository, transfer agent, registrar right or other designated agency upon such terms and conditions as it may determineequity of redemption (statutory or otherwise), all without liability to of the Pledgor, but any such demand, notice and right or equity being hereby expressly waived and released. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will give the Pledgor at least five (5) days' prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made, which notice shall constitute reasonable notice. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Secured Party than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no duty obligation to the Pledgor to exercise any of the foregoing rights, privileges or options engage in public sales and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement shall not be conditioned or contingent upon the pursuit by the Secured Party of any right or remedy against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part of delay the Collateral or for any delay in doing so, to collect or to sell or otherwise dispose sale of any Collateral (whether upon for the request period of time necessary to permit the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), respective issuer to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable lawregister it for public sale.

Rights of the Secured Party. (a19. The Secured Party may, in accordance with subparagraph 9(c) If of this debenture, pay and satisfy the whole or any Event part of Default shall occur and be continuingany Liens, (A) taxes, rates, charges or encumbrances now or hereafter existing in respect of any and all shares of the Specified Pledged Stock Charged Assets (other than Permitted Encumbrances which are not in default) and any other applicable Collateral maysuch payments together with all costs, at charges and expenses which may be incurred in connection with making such payments shall form part of the Secured Party's optionindebtedness and liability secured by this debenture and shall be secured by the mortgages, be registered in charges and security interests granted herein. In the name event of the Secured Party satisfying any such lien, charge or its nomineeencumbrance, and/or (B) it shall be entitled to all the equities and securities of the person or persons so paid and is hereby authorized to obtain any discharge thereof and hold such discharge without registration for so long as it may deem advisable to do so. 20. The Company grants to the Secured Party or its nominee may exercise (i) all voting, corporate and any other rights pertaining the right to set off against any and all Collateralaccounts, whether at any meeting of shareholders of the Secured Party credits or otherwise and/or (ii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to any and all Collateral as if balances maintained by it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Specified Pledged Stock (and any other applicable Collateral) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of with the Secured Party, the aggregate amount of any of the indebtedness and liability secured by this debenture provided the same is due. 21. The Secured Party, without exonerating in whole or upon in part the exercise by Company, may grant time, renewals, extensions, indulgences, releases and discharges to, may take securities from and give the Pledgor 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 Company and all other persons and securities as the Secured Party of may see fit. 22. Nothing herein shall obligate the Secured Party to extend or amend any rightcredit to the Company. 23. The Secured Party may, privilege or option pertaining in accordance with the Indenture, assign, transfer and deliver to such shares any transferee any of the Specified Pledged Stock (indebtedness and liability secured by this debenture or any other applicable Collateral)security or any documents or instruments held by the Secured Party in respect thereof provided that no such assignment, and in connection therewith, transfer or delivery shall release the right to deposit and deliver Company from any and all of the Specified Pledged Stock (indebtedness and any other applicable Collateral) with any committee, depository, transfer agent, registrar or other designated agency upon such terms liability secured by this debenture; and conditions as it may determine), all without liability to the Pledgor, but thereafter the Secured Party shall have no duty be fully discharged from all responsibility with respect to the Pledgor to exercise any of the foregoing rightsindebtedness and liability secured by this debenture and security, privileges documents and instruments so assigned, transferred or options delivered. Such transferee shall be vested with all powers and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Secured Party under this Agreement shall not be conditioned such security, documents or contingent upon the pursuit by instruments but the Secured Party of any right or remedy against any other Person or against the Collateral or any other security or collateral. The Secured Party shall have no obligation or duty (retain all rights and shall not be liable for any failure) to demand, collect, apply or realize upon all or any part of the Collateral or for any delay in doing so, to collect or to sell or otherwise dispose of any Collateral (whether upon the request of the Pledgor or any other Person or otherwise and whether or not an Event of Default has occurred or the value of the Collateral has (or may) increase or decrease), to advise the Pledgor of any actual or anticipated changes in the value of the Collateral, to act as an investment advisor or insurer of any of the Collateral, to preserve rights against prior parties, to protect Collateral (except, with respect to Collateral in its possession, as specifically set forth in Section 11 below), to take any other action whatsoever with regard to the Collateral or any part thereof, or to seek payment from any particular source, and any such obligation or duty is hereby waived to the fullest extent permitted by applicable law.powers with