Common use of Sale Clause in Contracts

Sale. Upon the occurrence of an Event of Default, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon the occurrence of an Event of Default, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor Borrower will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor Borrower which may be waived, and GrantorBorrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor Borrower agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon If, for as long as any shares of Preferred Stock remain outstanding, the occurrence of an Event of DefaultCompany enters into a merger (other than where the Company is the surviving entity) or consolidation with another corporation or other entity (collectively, Lender may exercise all rights of a secured party under “Sale”), the UCC and other applicable law (including Company will require, in the Uniform Commercial Code as in effect in another applicable jurisdiction) agreements reflecting such transaction, that the surviving entity and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock of the Company are entitled to receive as a result of such transaction, expressly assume the obligations of the Company hereunder. Notwithstanding the foregoing, if the Company enters into a Sale and the holders of the Common Stock are entitled to receive stock, securities or property in additionrespect of or in exchange for Common Stock, Lender maythen as a condition of such Sale, without being required the Company and any such successor, purchaser or transferee will agree that the Preferred Stock may thereafter be converted on the terms and subject to give any noticethe conditions set forth above into the kind and amount of stock, except securities or property receivable upon such merger, consolidation or transfer by a Holder of the number of shares of Common Stock into which then outstanding shares of Preferred Stock might have been converted immediately before such merger, consolidation or transfer, subject to adjustments which shall be as herein provided or nearly equivalent as may be required by mandatory provisions of law, sell practicable. In the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser event of any or all of such proposed Sale, the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender Holder hereof shall have the right to deliver, assign and transfer either (i) convert all of any of the outstanding Preferred Stock by delivering a Notice of Conversion to the purchaser thereof Company within 10 days of receipt of notice of such Sale from the Collateral so sold. Each purchaser at any such sale shall hold Company or (ii) if the Collateral so sold to it absolutely and free from any claim or right of whatsoever kindsurviving entity in the transaction is not a publicly traded entity listed on a Principal Trading Market, including any equity or right of demand a redemption of Grantor which may be waived, and Grantor, all or any of the outstanding Preferred Stock at the Redemption Price by delivering a notice to such effect to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that Company within ten (10) days prior written of receipt of notice of such Sale from the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeCompany.

Sale. Upon It is the occurrence intention of an Event the parties hereto that the sale, transfer, assignment and conveyance contemplated by this Agreement shall constitute a sale of Defaultthe Purchased Receivables from Seller to Purchaser and not a financing transaction, Lender may exercise all rights borrowing or loan; and accordingly, Seller and Purchaser will treat the sale, transfer, assignment and conveyance of a the Purchased Receivables as sales of “accounts” in accordance with the UCC for accounting purposes, and Seller hereby authorizes Purchaser or its designee, from and after the Closing Date, to execute, record and file such financing statements (and continuation statements with respect to such financing statements when applicable) naming Seller as the seller/debtor and Purchaser as the purchaser/secured party under of the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or Purchased Receivables as may be required by mandatory provisions necessary to perfect such sale. If, notwithstanding the intent of lawthe Parties hereto in this regard, sell the Collateral or any part thereof at public or private sale, for cashtransfer, upon credit assignment and conveyance contemplated hereby is held not to be a sale, this Agreement shall constitute a security agreement and Seller does hereby grant to Purchaser a security interest in and to the Purchased Receivables, whether now owned or for future deliveryhereafter acquired or arising, and at wherever located, and any proceeds (as such price or prices term is defined in the UCC), to secure payment to Purchaser of amounts equal to the Purchased Receivables as Lender may deem satisfactory. Lender they are paid under the Product Agreements, and Seller does hereby authorize Purchaser to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale)necessary to perfect its security interest. Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and GrantorSeller waives, to the maximum extent permitted by law, hereby specifically waives all rights any right to contest or otherwise assert that this Agreement is other than a true, complete, absolute and irrevocable sale by Seller to Purchaser of redemptionthe Purchased Receivables under applicable Law, stay which waiver shall be enforceable, to the maximum extent permitted by law, against Seller in any bankruptcy or appraisal which it has or may have under any law now existing or hereafter adoptedinsolvency proceeding relating to Seller. Grantor The sale, transfer, assignment and conveyance of the Purchased Receivables shall be reflected on Seller’s financial statements and other records as a sale of assets to Purchaser. Seller agrees that ten (10) days prior written notice in any consolidated financial statements of Seller it shall indicate that the time and place Purchased Receivables are the assets of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticePurchaser.

Sale. Upon In any sale under any provision of this Mortgage or pursuant to any judgment or decree of court, the occurrence Mortgage Estate, to the maximum extent permitted by law, may be sold in one or more parcels or as an entirety and in such order as the Mortgagee may elect, without regard to the right of an Event of Default, Lender may exercise all rights of a secured party the Mortgagor or any person claiming under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer Mortgagor to the purchaser thereof the Collateral so soldmarshalling of assets. Each The purchaser at any such sale shall hold take title to the Collateral Mortgage Estate or the part thereof so sold free and discharged of the estate of the Mortgagor therein, the purchaser being hereby discharged from all liability to it absolutely and free from any claim or right see to the application of whatsoever kindthe purchase money. Any person, including Mortgagee or any equity Lender, may purchase at any such sale. Upon the completion of any such sale by virtue of this Section 4.02 the Mortgagee shall execute and deliver to the purchaser an appropriate instrument that shall effectively transfer all of the Mortgagor’s estate, right, title, interest, property, claim and demand in and to the Mortgage Estate or right portion thereof so sold, but without any covenant or warranty, express or implied. The Mortgagee is hereby irrevocably appointed the attorney-in-fact of redemption the Mortgagor in its name and stead to make all appropriate transfers and deliveries of Grantor which the Mortgage Estate or any portions thereof so sold and, for that purpose, the Mortgagee may execute all appropriate instruments of transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that such attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, the Mortgagor shall ratify and confirm, or cause to be ratified and confirmed, any such sale or sales by executing and delivering, or by causing to be executed and delivered, to the Mortgagee or to such purchaser or purchasers all such instruments as may be waivedadvisable, in the judgment of the Mortgagee, for such purpose, and Grantoras may be designated in such request. Any sale or sales made under or by virtue of this Mortgage, to the extent permitted not prohibited by law, hereby specifically waives shall operate to divest all rights of redemptionthe estate, stay right, title, interest, property, claim and demand whatsoever, whether at law or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice in equity, of the time Mortgagor in, to and place of under the Mortgage Estate, or any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCCportions thereof so sold, except that shorter notice or no notice and shall be reasonable as to a perpetual bar both at law and in equity against the Mortgagor and against any Collateral which is perishable and all persons claiming or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public salewho may claim the same, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of by, through or under the failure of such purchaser to take up Mortgagor. The powers and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeagency herein granted are coupled with an interest and are irrevocable.

Sale. Upon the occurrence of an Event of Default, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so property sold to it absolutely and free from any claim or right of whatsoever kindany kind whatsoever, including any equity or right of redemption redemption, of Grantor which may be waivedPledgor, and Grantor, who hereby specifically waives to the maximum extent permitted by law, hereby specifically waives applicable law all rights of redemption, stay or appraisal which it Pledgor has or may have under any rule of law or statute now existing or hereafter adopted. Grantor agrees that The Lender shall give the Pledgor not less than ten (10) days prior days' written notice of the time and place of intention to make any such public or private sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice sale at broker's board or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized marketsecurities exchange. The notice (if any) of such sale shall (1) Such notice, in case of sale at a public salebroker's board or on a securities exchange, shall state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after board or exchange at which such sale may is to be consultedmade and the day on which the Pledged Stock or that portion thereof so being sold, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within the ordinary business hours and at such place or places as the Lender may fix in the notice or of such sale. At any such sale the Collateral Pledged Stock may be sold in one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. Lender may, may without notice or publication, 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 same may be so adjourned. In case of any sale of all or any part of the Collateral Pledged Stock on credit or for future delivery, the Collateral Pledged Stock so sold may be retained by the Lender until the selling price is paid by the purchaser thereofthere of, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral Pledged Stock so sold and, in case of any such failure, such Collateral Pledged Stock may again be sold upon like notice. Notwithstanding the foregoing, the Lender, in its discretion and instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and sell the Pledged Stock, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction, Pledgor having been given due notice of all such action. Pledgor recognizes that registration under federal law of the securities included in the Collateral or compliance therewith may be required to effect any public sale thereof. Any private sale shall be conducted in such manner and in such circumstances as Lender may deem necessary or advisable for the purpose of effecting such sale without such registration or otherwise. Pledgor hereby agrees that disposition by private sale is commercially reasonable, that it will upon Lender's request give any such purchaser access to such information as may be reasonably requested to effect such disposition and that the Lender shall incur no liability for selling all or part of such securities at a private sale, notwithstanding the possibility that a higher price might be realized if the sale were deferred until after registration of such securities.

Sale. Upon The Conversion Price shall be subject to adjustment from time to time as follows: If, for as long as any shares of Designated Preferred Stock remain outstanding, the occurrence Company enters into a merger (other than where the Company is the surviving entity) or consolidation with, or acquisition by, another corporation or other entity or a sale or transfer of all or substantially all of the assets of the Company to another person, or there is an Event outstanding tender offer for the Common Stock of Defaultthe Company or the Company enters into a transaction that could result in a change in control of the Company (collectively, Lender may exercise all rights of a secured party under "SALE"), the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) andCompany will require, in additionthe agreements reflecting such transaction, Lender maythat the surviving entity expressly assume the obligations of the Company hereunder. Notwithstanding the foregoing, without being required if the Company enters into a Sale and the holders of the Common Stock are entitled to give receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such Sale, the Company and any noticesuch successor, except purchaser or transferee will agree that the Designated Preferred Stock may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, acquisition, consolidation, sale or transfer by a Holder of the number of shares of Common Stock into which then outstanding shares of Designated Preferred Stock might have been, pursuant to this Certificate, converted immediately before such merger, acquisition, consolidation, sale or transfer at the Conversion Price, subject to any adjustments which shall be as herein provided or nearly equivalent as may be required by mandatory provisions of law, sell practicable. In the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser event of any or all of such proposed Sale, the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender Holder hereof shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted by law, hereby specifically waives either (i) convert all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" outstanding Designated Preferred Stock by delivering a Notice of Conversion to the Company at the Conversion Price within 15 days of receipt of notice of such Sale from the meaning of Section 9-504(3Company or (ii) of if the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which surviving entity in the transaction is perishable or threatens to decline speedily in value or is of not a type customarily sold publicly traded entity listed on a recognized market. The notice (if any) of such sale shall (1) in case of Principal Trading Market, demand a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale redemption of all or any part of the Collateral on credit or for future delivery, outstanding Designated Preferred Stock at the Collateral so sold may be retained Redemption Price by Lender until delivering a notice to such effect to the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case Company within fifteen (15) days of the failure receipt of notice of such purchaser to take up and pay for Sale from the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeCompany.

Sale. Upon the occurrence of an Event of Default, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to To the extent permitted by lawapplicable Laws, hereby specifically waives all rights sell or offer for sale the Mortgaged Property, in such portions, order and parcels as Trustee or Beneficiary, as the case may be, may determine, with or without having first taken possession of redemptionsame, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice to the highest bidder for cash in lawful money of the time and place of any sale United States at public auction in accordance with applicable Laws, or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily and in value or is the event of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state by foreclosure or otherwise, of less than all of the time Mortgaged Property, this Deed of Trust shall continue as a lien and place fixed for such salesecurity interest on the remaining portion of the Mortgaged Property. Trustee or Beneficiary, and (2) in as the case of a private salemay be, state the day after which such may postpone any sale may be consulted. Any such by public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 noticed for the sale. If the Mortgaged Property consists of several lots, Parcels or items of property, Trustee or Beneficiary, as the case may be, may, in its sole discretion and to the extent permitted by applicable Laws: (i) designate the order in which such lots, parcels or items shall be offered for sale or sales, or (ii) elect to sell such lots, parcels or items through a single sale, or through two or more successive sales or in any other manner Trustee or Beneficiary, as the case may be, deems in its best interest. Should Trustee or Beneficiary, as the case may be, desire that more than one sale or other disposition of the Mortgaged Property or any portion thereof be conducted simultaneously, or successively, on the same day, or at such different days or times and in such order as Trustee or Beneficiary, as the case may be, may deem to be in its best interests, no such sale shall terminate or otherwise affect the lien and security interest of this Deed of Trust on any part of the Mortgaged Property not sold until all the Obligations have been fully satisfied and all Commitments of the Lenders under the Credit Agreement have been fully terminated, and such the Facility Termination Date has occurred. Grantor shall pay the Expenses of any sale may be made at of the Mortgaged Property, whether one or more, and of any time or place to which judicial proceedings wherein the same may be so adjournedmade, including reasonable compensation to Trustee and Beneficiary, their agents and counsel, and shall pay all expenses, liabilities and advances made or incurred by Trustee or Beneficiary, as the case may be, in connection with such sale or sales, together with interest on all such advances made by Trustee or Beneficiary, as the case may be, at the Default Rate. In case of Upon any sale hereunder, Trustee or Beneficiary, as the case may be, shall execute and deliver to the purchaser or purchasers a deed or deeds conveying the property so sold, but without any covenant or warranty whatsoever, express or implied, whereupon such purchaser or purchasers shall be let into immediate possession; and the recitals in any such deed or deeds of all facts, such as default, the giving of notice of default and notice of sale, and other facts affecting the regularity or any part validity of such sale or disposition, shall be conclusive proof of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure truth of such purchaser to take up facts; and pay for the Collateral so sold and, in case of any such failure, deed or deeds shall be conclusive against all persons as to such Collateral may again be sold upon like noticefacts recited therein.

Sale. Upon In any sale under any provision of this Mortgage or pursuant to any judgment or decree of court, the occurrence Mortgage Estate, to the maximum extent permitted by law, may be sold in one or more parcels or as an entirety and in such order as the Mortgagee may elect, without regard to the right of an Event of Default, Lender may exercise all rights of a secured party the Mortgagor or any person claiming under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer Mortgagor to the purchaser thereof the Collateral so soldmarshalling of assets. Each The purchaser at any such sale shall hold take title to the Collateral Mortgage Estate or the part thereof so sold free and discharged of the estate of the Mortgagor therein, the purchaser being hereby discharged from all liability to it absolutely and free from any claim or right see to the application of whatsoever kindthe purchase money. Any person, including Mortgagee or any equity Lender, may purchase at any such sale. Upon the completion of any such sale by virtue of this Section 4.02 the Mortgagee shall execute and deliver to the purchaser an appropriate instrument that shall effectively transfer all of the Mortgagor’s estate, right, title, interest, property, claim and demand in and to the Mortgage Estate or right portion thereof so sold, but without any covenant or warranty, express or implied. The Mortgage Mortgagee is hereby irrevocably appointed the attorney-in-fact of redemption the Mortgagor in its name and stead to make all appropriate transfers and deliveries of Grantor which the Mortgage Estate or any portions thereof so sold and, for that purpose, the Mortgagee may execute all appropriate instruments of transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that said attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, the Mortgagor shall ratify and confirm, or cause to be ratified and confirmed, any such sale or sales by executing and delivering, or by causing to be executed and delivered, to the Mortgagee or to such purchaser or purchasers all such instruments as may be waivedadvisable, in the judgment of the Mortgagee, for such purpose, and Grantoras may be designated in such request. Any sale or sales made under or by virtue of this Mortgage, to the extent permitted not prohibited by law, hereby specifically waives shall operate to divest all rights of redemptionthe estate, stay right, title, interest, property, claim and demand whatsoever, whether at law or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice in equity, of the time Mortgagor in, to and place of under the Mortgage Estate, or any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCCportions thereof so sold, except that shorter notice or no notice and shall be reasonable as to a perpetual bar both at law and in equity against the Mortgagor and against any Collateral which is perishable and all persons claiming or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public salewho may claim the same, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of by, through or under the failure of such purchaser to take up Mortgagor. The powers and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeagency herein granted are coupled with an interest and are irrevocable.

Sale. Upon the occurrence of an If any Event of DefaultDefault shall have occurred and be continuing, Lender the Agent may exercise all the rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as (whether or not in effect in another applicable jurisdictionthe jurisdiction where such rights are exercised) and, in addition, Lender the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral as specified in SECTION 12 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all of the Secured Obligations in full, sell the such Collateral or any part thereof at public or private salesale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as Lender the Agent may deem satisfactorysatisfactory and apply the proceeds thereof as specified in SECTION 12. Lender The Agent may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as Lender the Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Pledgor which may be waived, and Grantorthe Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon the occurrence of an Event of Default, the Lender may exercise all rights of a secured party Lender under the UCC and other applicable law (including without limitation such rights under the Uniform Commercial Code as UCC or other applicable law authorizing the taking of self-help remedies by a Lender in effect in another applicable jurisdictionprotecting its rights in, to and under collateral) and, in addition, the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Lender may deem satisfactory. , The Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor Debtor will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor Debtor which may be waived, and GrantorDebtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor Debtor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "“reasonable notification" ” within the meaning of Section 9-504(3) 612 of the UCCUCC (or, if applicable, the comparable section of the UCC under the laws of another jurisdiction), except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1l) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcelsparcels or portions, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Lender may specifically modify or disclaim, in its sole discretion, any warranties or the like as to any Collateral and this procedure shall not be considered adversely to affect the commercial reasonableness of any such sale. The Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Leasing and licensing of Collateral by the Lender to third Persons are types of sales permitted hereunder.

Sale. Upon the occurrence of an Event of Default, Lender the Agent may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Agent may deem satisfactory. Lender The Agent shall incur no liability as a result of the sale of Collateral, or any part thereof, at any private sale. The Grantor hereby waives, to the extent permitted by applicable law, any claims against the Agent arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the outstanding Secured Liabilities, even if the Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Agent may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Grantor will execute and deliver such documents and take such other action as Lender the Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Grantor which may be waived, and the Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The Grantor agrees that ten five (105) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1l) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Agent may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Agent may determine. Lender The Agent shall not be obligated to make any such sale pursuant to any such notice. Lender The Agent 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender the Agent until the selling price is paid by the purchaser thereof, but Lender the Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Agent shall not be liable for any depreciation in the value of the Collateral. All rights to marshaling of assets of the Grantor, including any such right with respect to the Collateral, are hereby waived.

Sale. Upon Seller hereby sells, assigns, transfers, and delivers to Purchaser, and Purchaser hereby purchases from Seller, all of Seller's right, title, and interest in and to the occurrence of an Event of Default, Lender may exercise all rights of a secured party Subject Securities and Medifarm RE Securities under the UCC terms and other applicable law subject to the conditions set forth in this Agreement. An express condition to the Sale of the Subject Securities and Medifarm RE Securities is: (including i) that when the Uniform Commercial Code Seller executes and delivers this Agreement, it will also sign (and notarize as in effect in another applicable jurisdictionrequired) andand deliver for each of the Operating Entities, in additiona Notice of Transfer of Interest and Nevada Business Registration Form, Lender may, without being copies of which are attached hereto as Exhibit A (the “State of Nevada Transfer and Notice Filings”) and incorporated by reference herein; (ii) execute such consents or minutes as is required to give any notice, except as herein provided or as may be satisfy the provisions of Section 11.3 of the Operating Agreements (Permitted Transfers); and (iii) execute all documentation required by mandatory provisions the Operating Agreement of lawMedifarm RE with respect to certain transactions and agreements by the members of Medifarm RE expected to take effect simultaneously with the Effective Date, sell including, the Collateral approval and consent to a disproportionate distribution that will be delivered to the Seller on or any part thereof at public or private salebefore the Effective Date with a catch-up distribution to the Buyer equal to the amount Seller receives (collectively, for cashthe “Pre-Effective Date Distribution”. In addition to the State of Nevada Transfer and Notice Filings, upon credit or for future delivery, Seller agrees that it will timely and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will diligently execute and deliver such documents all and take such other action as Lender deems necessary all further documentation that each Operating Entity or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have Purchaser is required to executed by the right to deliver, assign and transfer to Nevada Department of Taxation (“NV–DOT”) or the purchaser thereof governmental agencies having jurisdiction over the Collateral so soldbusiness operations for each of the Operating Entities or Medifarm RE. Each purchaser at party to this Agreement shall be fully responsible for any such sale shall hold and all taxes (income or otherwise) that may result from this Agreement and the Collateral so sold to it absolutely and free from any claim or right Purchase Price. The Company will report the terms of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantorthis Agreement, to the extent permitted by lawrequired, hereby specifically waives and the payments hereunder for taxes and all rights of redemption, stay or appraisal which it has or other purposes that may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of require the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) reporting of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticetransaction.

Sale. Upon the occurrence and during the continuance of ---- an Event of Default, Lender the Secured Party may exercise all rights of a secured party under the UCC and other applicable law (including without limitation such rights under the Uniform Commercial Code as UCC or other applicable law authorizing the taking of self-help remedies by a secured party in effect in another applicable jurisdictionprotecting its rights in, to and under collateral) and, in addition, Lender the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Secured Party may deem satisfactory. Lender The Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Debtor will execute and deliver such documents and take such other action as Lender the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Debtor which may be waived, and Grantorthe Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Debtor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) (or any comparable section in any other jurisdiction) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1l) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Secured Party may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Secured Party may determine. Lender The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender the Secured Party until the selling price is paid by the purchaser thereof, but Lender the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon Sell the occurrence of an Event of DefaultVessel upon such terms and conditions as it may specify, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cashby sealed bids or otherwise, upon credit or for future deliveryon such terms and conditions as the Mortgagee deems best, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser free of any claim, commitment or all encumbrance, regardless of the Collateral so sold at any public sale (ornature thereof, if in favor of the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute Mortgagor and deliver such documents and take such other action except as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted provided by law, hereby specifically waives all rights in favor of redemptionany other person. If a public sale is to be used, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that the Mortgagee shall first give advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of documentation and the places of sale of such Vessel and shall send notice of each such sale at least fourteen (14) days prior written notice to the date fixed for such sale to the Mortgagor pursuant to §12 of the time and place Loan Agreement. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is required nor notice of a type customarily sold on a recognized marketadjournment of sale. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale Sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours place and at such place time as the Mortgagee by notice may have specified, or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender may, without notice or publication, adjourn any public or private sale or cause adjourned by the same to be adjourned Mortgagee from time to time by announcement at the time and place fixed appointed for the such sale or for such adjourned sale, and and, without further notice or publication, the Mortgagee may make any such sale may be made at any the time or and place to which the same may shall be so adjourned. In case of ; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee deems, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of all money due to the Mortgagee under the Note and the Loan Agreement, or otherwise due to the Mortgagee hereunder or under the Loan Agreement or any part of the Collateral on credit other Loan Document, or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur under any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of other instrument evidencing any such failure, such Collateral may again be sold upon like noticeObligations.

Sale. Upon the occurrence of an Event of Default, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral Collateral, or any part thereof thereof, at any public or private salesale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as Lender may shall deem satisfactoryappropriate. Lender shall be authorized at any such sale, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons who will provide assurances satisfactory to Lender that the Collateral may be offered and sold without registration under the purchaser Securities Act of 1933, as amended (the "SECURITIES ACT") or any statute then in effect corresponding to the Securities Act, and upon consummation of any or all of the Collateral so sold at any public sale (orsuch sale, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliverassign, assign transfer and transfer deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so property sold to it absolutely and free from any claim or right on the part of whatsoever kind, including any equity or right of redemption of Grantor which may be waivedeither Pledgor, and GrantorPledgor hereby waives, to the extent permitted by law, hereby specifically waives all rights of redemptionredemption and reinstatement, stay or and/or appraisal which it Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter adoptedenacted. Grantor agrees that ten (10) days prior written notice In any sale of the time and place of any sale or other intended disposition of any of Collateral, the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice Interests shall be reasonable as sold subject to the Excluded Items in favor of Pledgor. Lender shall give Pledgor written notice, at least 10 days in advance of Lender's intention to make any Collateral which is perishable such public or threatens to decline speedily in value or is of a type customarily sold on a recognized marketprivate sale. The notice (if any) of such sale shall (1) Such notice, in case of a public sale, shall state the time and place fixed for such sale, and (2) in the case of sale at a private salebroker's board or on a securities exchange, shall state the day after board or exchange at which such sale may is to be consultedmade and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or of such sale. At any such sale private or public or other sale, the Collateral Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcelsparts, as Lender may determinein its sole and absolute discretion determine and Lender may bid (which bid may be, in whole or in part, in the form of cancellation of indebtedness) for and purchase for its account the whole or any part of the Collateral at any public sale or sale at a broker's board or on a security exchange. Lender shall not be obligated to make sell any such Collateral if it shall determine not to do so, regardless of the fact that notice of sale pursuant to any such noticeof Collateral may have been given. Lender 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 may, without further notice, be made at any the time or and place to which the same may be was so adjourned. In case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling sale price is paid by the purchaser or purchasers thereof, but Lender shall not incur any liability in case of the failure of any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold again upon like notice. The parties hereto agree that the method, manner and terms of sale or disposition of the Collateral authorized by this subsection are commercially reasonable. As an alternative to exercising the powers herein conferred upon it, Lender may, without limitation, proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree or a court or courts of competent jurisdiction.

Sale. Upon the occurrence of an Event of Default, Lender W&T may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender W&T may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash in the Collateral Account and apply such cash and other cash, if any, then held by it as Collateral against the Indebtedness, or (ii) sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender W&T may deem satisfactory. Lender W&T may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor BEEOO will execute and deliver such documents and take such other action as Lender W&T deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender W&T shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor BEEOO which may be waived, and GrantorBEEOO, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor BEEOO agrees that ten (10) days days’ prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "“reasonable notification" ” within the meaning of Section 9-504(3) 9 of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender W&T may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender W&T may determine. Lender W&T shall not be obligated to make any such sale pursuant to any such notice. Lender W&T 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender W&T until the selling price is paid by the purchaser thereof, but Lender W&T shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon Sell the occurrence of an Event of DefaultVessel upon such terms and conditions as it may specify, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cashby sealed bids or otherwise, upon credit or for future deliveryon such terms and conditions as the Mortgagee deems best, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser free of any claim, commitment or all encumbrance, regardless of the Collateral so sold at any public sale (ornature thereof, if in favour of the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute Mortgagor and deliver such documents and take such other action except as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted provided by law, hereby specifically waives all rights in favour of redemptionany other person. If a public sale is to be used, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that the Mortgagee shall first give advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of documentation and the places of sale of such Vessel and shall send notice of each such sale at least fourteen (14) days prior written notice to the date fixed for such sale to the Mortgagor pursuant to §14 of the time and place Loan Agreement or such other notice periods, if longer, as may be required by Law. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is required nor notice of a type customarily sold on a recognized marketadjournment of sale. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale Sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours place and at such place time as the Mortgagee by notice may have specified, or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender may, without notice or publication, adjourn any public or private sale or cause adjourned by the same to be adjourned Mortgagee from time to time by announcement at the time and place fixed appointed for the such sale or for such adjourned sale, and and, without further notice or publication, the Mortgagee may make any such sale may be made at any the time or and place to which the same may shall be so adjourned. In case of ; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee deems, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of all money due to the Mortgagee under the Note and the Loan Agreement, or otherwise due to the Mortgagee hereunder or under the Loan Agreement or any part other Loan Document, or under any other instrument evidencing any Obligations due together with all legal fees, court costs or other expenses made or incurred by the Mortgagee in the protection or realization of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeMortgagee’s rights under this Mortgage Agreement.

Sale. Upon the xxe occurrence of an Event of Default, Lender the Mortgagee may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender the Mortgagee may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral and the Proceeds or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Mortgagee may deem satisfactory. Lender The Mortgagee may be the purchaser of any or all of the Collateral and Proceeds so sold at any public sale (or, if the Collateral and Proceeds is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Mortgagor will execute and deliver such documents and take such other action as Lender the Mortgagee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Mortgagee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral and Proceeds so sold. Each purchaser at any such sale shall hold the Collateral and Proceeds so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Mortgagor which may be waived, and Grantorthe Mortgagor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or of appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Mortgagor agrees that ten (10) days days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral and Proceeds constitutes "' reasonable notification" ' within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral and Proceeds which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1a) in case of a public sale, state the time and place fixed for such sale, and (2b) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Mortgagee may fix in the notice or of such sale. At any such sale the Collateral and Proceeds may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Mortgagee may determine. Lender The Mortgagee shall not be obligated to make any such sale pursuant to any such notice. Lender The Mortgagee 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 same may be so adjourned. In case of any sale of all or any part of the Collateral and Proceeds on credit or for future delivery, the Collateral or Proceeds so sold may be retained by Lender the Mortgagee until the selling price is paid by the purchaser thereof, but Lender the Mortgagee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral and Proceeds so sold and, in case of any such failure, such Collateral and Proceeds may again be sold upon like notice.

Sale. Upon the occurrence of an Event of Default, Lender the Administrative Agent may exercise all rights of a secured party under the UCC and other applicable law (including without limitation such rights under the Uniform Commercial Code as UCC or other applicable law authorizing the taking of self-help remedies by an Administrative Agent in effect in another applicable jurisdictionprotecting its rights in, to and under collateral) and, in addition, Lender the Administrative Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw or otherwise direct the disposition of all cash in any deposit account and apply such cash and other cash, if any, then held by it as Collateral against the Secured Obligations or (ii) sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Administrative Agent may deem satisfactory. The Administrative Agent or the Lenders or any Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Grantor will execute and deliver such documents and take such other action as Lender the Administrative Agent deems reasonably necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Grantor which may be waived, and the Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "“reasonable notification" ” within the meaning of Section 9-504(3) 612 of the UCCUCC (or, if applicable, the comparable section of the UCC under the laws of another jurisdiction), except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Administrative Agent may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Administrative Agent may determine. Lender The Administrative Agent shall not be obligated to make any such sale pursuant to any such notice. Lender The Administrative Agent 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender the Administrative Agent until the selling price is paid by the purchaser thereof, but Lender the Administrative Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Administrative Agent may specifically modify or disclaim, in its sole discretion, any warranties or the like as to any Collateral and this procedure shall not be considered adversely to affect the commercial reasonableness of any such sale. The Administrative Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. Leasing and licensing of Collateral by the Administrative Agent to third Persons are types of sales permitted hereunder. The Administrative Agent, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Administrative Agent shall not sell the Plans relative to any Vessel or Vessels to any Person other than such Person(s) who acquires such Vessel(s) pursuant to a transaction permitted pursuant to the Loan Documents.

Sale. Upon In the occurrence event of an Event the default in the payment of Defaultany of the Obligations or any principal, Lender interest or other amount payable thereunder, when due, or upon the happening of any of the events of default specified herein, and at any time thereafter, at the option of the holder thereof, any or all of the Obligations shall become immediately due and payable, and Secured Party shall have and may exercise with reference to the Collateral and Obligations, any and all of the rights and remedies of a secured party under the UCC Uniform Commercial Code as then in effect in the State of Georgia, and as otherwise granted herein or under any other applicable law (all of which rights and remedies shall be cumulative), including without limitation, the right and power to sell, at public or private sale or sales, or otherwise dispose of or utilize the Collateral and any part or parts thereof in any manner authorized or permitted under this Agreement or under the Uniform Commercial Code of Georgia after default hereunder, and to apply the proceeds thereof toward payment of the Obligations, in such order or manner as prescribed by the Promissory Note; provided however, any foreclosure of the security interest in the Collateral conducted pursuant to this Agreement or otherwise shall be in full satisfaction of the Promissory Note, whereupon the Promissory Note shall be extinguished in full and Secured Party shall have no right to pursue any deficiency claim against Pledgor. Secured Party may also elect to hold the Collateral as treasury stock or cancel the Collateral in full and final satisfaction of that portion of the Obligations or any principal, interest, or any other amount payable thereunder represented by the value of the Collateral determined as follows: one hundred percent (100%) of the weighted (by trading volume) average per share trading price of Secured Party common stock for the last five (5) trading days immediately preceding the date the Collateral is actually released and delivered to the Secured Party. Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Pledgee and Pledgor agree that the exercise of any such remedy by the Secured Party shall be conclusively deemed to conform to commercially reasonable standards under the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions the State of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeGeorgia.

Sale. Upon the occurrence of an Event of Default, the Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Lender may deem satisfactory. The Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Borrower will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Borrower which may be waived, and Grantorthe Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Borrower agrees that ten (10) days days’ prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon Sell the occurrence of an Event of DefaultVessel upon such terms and conditions as it may specify, Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cashby sealed bids or otherwise, upon credit or for future deliveryon such terms and conditions as the Mortgagee deems best, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser free of any claim, commitment or all encumbrance, regardless of the Collateral so sold at any public sale (ornature thereof, if in favor of the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute Mortgagor and deliver such documents and take such other action except as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted provided by law, hereby specifically waives all rights in favor of redemptionany other person. If a public sale is to be used, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that the Mortgagee shall first give advance notice of ten (10) consecutive days published in any newspaper authorized to publish legal notices of that kind in the port of documentation and the places of sale of such Vessel and shall send notice of each such sale at least fourteen (14) days prior written notice to the date fixed for such sale to the Mortgagor pursuant to §14 of the time and place Loan Agreement. In the event that the Vessel shall be offered for sale by private sale, no newspaper publication of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is required nor notice of a type customarily sold on a recognized marketadjournment of sale. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale Sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours place and at such place time as the Mortgagee by notice may have specified, or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender may, without notice or publication, adjourn any public or private sale or cause adjourned by the same to be adjourned Mortgagee from time to time by announcement at the time and place fixed appointed for the such sale or for such adjourned sale, and and, without further notice or publication, the Mortgagee may make any such sale may be made at any the time or and place to which the same may shall be so adjourned. In case of ; and any sale may be conducted without bringing the Vessel to the place designated for such sale and in such manner as the Mortgagee deems, and the Mortgagee may become the purchaser at any public sale, and shall have the right to credit on the purchase price any and all sums of all money due to the Mortgagee under the Note and the Loan Agreement, or otherwise due to the Mortgagee hereunder or under the Loan Agreement or any part of the Collateral on credit other Loan Document, or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur under any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of other instrument evidencing any such failure, such Collateral may again be sold upon like noticeObligations.

Sale. Upon the occurrence of an If any Event of DefaultDefault shall have occurred and be continuing, Lender the Agent may exercise all the rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as (whether or not in effect in another applicable jurisdictionthe jurisdiction where such rights are exercised) and, in addition, Lender the Agent may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) apply the cash, if any, then held by it as Collateral as specified in SECTION 12 and (ii) if there shall be no such cash or if such cash shall be insufficient to pay all of the Secured Obligations in full, sell the such Collateral or any part thereof at public or private salesale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and at such price or prices as Lender the Agent may deem satisfactorysatisfactory and apply the proceeds thereof as specified in SECTION 12. Lender The Agent may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as Lender the Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Pledgor which may be waived, and Grantorthe Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon the occurrence and continuance of an Event of Default, Lender the Secured Party may exercise all rights of a secured party under the UCC and other applicable law (including without limitation such rights under the Uniform Commercial Code as UCC or other applicable law authorizing the taking of self-help remedies by a secured party in effect in another applicable jurisdictionprotecting its rights in, to and under collateral) and, in addition, Lender the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash in the Collateral Account and apply such cash and other cash, if any, then held by it as Collateral or Proceeds against the Indebtedness or (ii) sell the Collateral and the Proceeds or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Secured Party may deem satisfactory. Lender The Secured Party may be the purchaser of any or all of the Collateral and Proceeds so sold at any public sale (or, if the Collateral and Proceeds is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Debtor will execute and deliver such documents and take such other action as Lender the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral and Proceeds so sold. Each purchaser at any such sale shall hold the Collateral and Proceeds so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Debtor which may be waived, and Grantorthe Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Debtor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral and Proceeds constitutes "reasonable notification" within the meaning of Section 9-504(3) (or any comparable section in any other jurisdiction) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral and Proceeds which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Secured Party may fix in the notice or of such sale. At any such sale the Collateral and Proceeds may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Secured Party may determine. Lender The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral and Proceeds on credit or for future delivery, the Collateral or Proceeds so sold may be retained by Lender the Secured Party until the selling price is paid by the purchaser thereof, but Lender the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral and Proceeds so sold and, in case of any such failure, such Collateral and Proceeds may again be sold upon like notice. The Secured Party, instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell the Collateral and Proceeds, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Sale. Upon the occurrence Any notice of an Event of Default, Lender may exercise all rights of a secured party under the UCC and sale or other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all disposition of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that given ---- not less than ten (10) Business Days prior to such proposed action in connection with the exerciser of Lender's rights and remedies shall constitute commercially reasonable and fair notice of such action. For such purpose, notice of public sale describing the Collateral to be sold in general non-specific terms and published once no later than ten (10) business days prior written to the public sale shall be deemed commercially reasonable and fair notice of the time and place such public sale. No notice of any public or private sale or other intended disposition of any of need be given if the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (Borrower expressly agrees that, with respect to any disposition of accounts, instruments and general intangibles, it shall be commercially reasonable for Lender to direct any prospective purchaser thereof to ascertain directly from Borrower any and all information concerning such Collateral, including, but not limited to, the terms of payment, aging and delinquency, if any) , the financial condition of such sale shall (1) in case of a public sale, state the time and place fixed for such saleany account debtor or other obligor thereon or guarantor thereof, and (2) in the case of a private sale, state the day after which such sale may be consultedany collateral therefor. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice postpone or such sale. At adjourn any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 or sale stated on the notice of sale or by announcement of any adjourned sale, and such sale without being required to give a further notice of sale. Lender, so far as may be made at any time or place to which the same lawful, may be so adjourned. In case of any sale of purchase all or any part of the Collateral on offered at any sale made in the enforcement of Lender's rights hereunder. Any such sale may be for cash or, unless prohibited by applicable law, upon such credit or for future delivery, installment as Lender may determine. The net proceeds of such sale shall be credited to the Collateral so sold may be retained Obligations only when such proceeds are actually received by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticegood current funds.

Sale. Upon the occurrence of an Event of Default, Lender the Mortgagee may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender the Mortgagee may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Mortgagee may deem satisfactory. Lender The Mortgagee may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Mortgagor will execute and deliver such documents and take such other action as Lender the Mortgagee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Mortgagee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, kind and Grantorthe Mortgagor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Mortgagor agrees that ten (10) days days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-9- 504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of any such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Mortgagee may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender the Mortgagee may determine. Lender The Mortgagee shall not be obligated to make any such sale pursuant to any such notice. Lender The Mortgagee 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender the Mortgagee until the selling price is paid by the purchaser thereof, but Lender the Mortgagee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon the occurrence of an Event of Default, Lender the Mortgagee may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender the Mortgagee may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral and the Proceeds or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Mortgagee may deem satisfactory. Lender The Mortgagee may be the purchaser of any or all of the Collateral and Proceeds so sold at any public sale (or, if the Collateral and Proceeds is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Mortgagor will execute and deliver such documents and take such other action as Lender the Mortgagee deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Mortgagee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral and Proceeds so sold. Each purchaser at any such sale shall hold the Collateral and Proceeds so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Mortgagor which may be waived, and Grantorthe Mortgagor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or of appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Mortgagor agrees that ten (10) days days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral and Proceeds constitutes "" reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral and Proceeds which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1a) in case of a public sale, state the time and place fixed for such sale, and (2b) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Mortgagee may fix in the notice or of such sale. At any such sale the Collateral and Proceeds may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Mortgagee may determine. Lender The Mortgagee shall not be obligated to make any such sale pursuant to any such notice. Lender The Mortgagee 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 same may be so adjourned. In case of any sale of all or any part of the Collateral and Proceeds on credit or for future delivery, the Collateral or Proceeds so sold may be retained by Lender the Mortgagee until the selling price is paid by the purchaser thereof, but Lender the Mortgagee shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral and Proceeds so sold and, in case of any such failure, such Collateral and Proceeds may again be sold upon like notice.

Sale. Upon the occurrence Any notice of an Event of Default, Lender may exercise all rights of a secured party under the UCC and sale or other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all disposition of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that given ---- not less than ten (10) Business Days prior to such proposed action in connection with the exercise of Lender's rights and remedies shall constitute commercially reasonable and fair notice of such action. For such purpose, notice of public sale describing the Collateral to be sold in general non-specific terms and published once no later than ten (10) business days prior written to the public sale shall be deemed commercially reasonable and fair notice of the time and place such public sale. No notice of any public or private sale or other intended disposition of any of need be given if the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (Borrower expressly agrees that, with respect to any disposition of Accounts, Instruments and General Intangibles, it shall be commercially reasonable for Lender to direct any prospective purchaser thereof to ascertain directly from Borrower any and all information concerning such Collateral, including, but not limited to, the terms of payment, aging and delinquency, if any) , the financial condition of such sale shall (1) in case of a public sale, state the time and place fixed for such saleany Account Debtor or other obligor thereon or guarantor thereof, and (2) in the case of a private sale, state the day after which such sale may be consultedany collateral therefor. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice postpone or such sale. At adjourn any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 of sale stated on the notice of sale or by announcement of any adjourned sale, and such sale without being required to give a further notice of sale. Lender, so far as may be made at any time or place to which the same lawful, may be so adjourned. In case of any sale of purchase all or any part of the Collateral on offered at any sale made in the enforcement of Lender's rights hereunder. Any such sale may be for cash or, unless prohibited by applicable law, upon such credit or for future delivery, installment as Lender may determine. The net proceeds of such sale shall be credited to the Collateral so sold may be retained Obligations only when such proceeds are actually received by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticegood current funds.

Sale. Upon In pursuance of the occurrence of an Event of DefaultAllotment Letter, Lender may exercise all rights GTC and Agreement for Sale AND in consideration of a secured party total agreed sale consideration of INR [●] (Indian Rupees [●]) only (“Total Price”) fully paid by the Purchaser to the Promoter at or before the execution hereof (the receipt whereof the Promoter does hereby admit and acknowledge and acquit, release and discharge the Purchaser as well as the Plot hereby intended to be sold transferred and conveyed), the Promoter does hereby and also as constituted attorney of the Land Owner(s) sell, transfer, convey, assure and assign FIRSTLY ALL THAT the Plot fully described in Schedule 2 hereunder written AND SECONDLY ALL THAT right of use in common with the other owners, of the Common Areas of the Project (as more fully and particularly mentioned and described in Schedule 4 hereunder written) TO HAVE AND TO HOLD the Plot being No. [●], admeasuring an area of [●] Cottah, under Mouza Xxxxxxx, X.X. Xx. 95, within the UCC jurisdiction of Lower Bagdogra Gram Panchayat and other applicable law Police Station Bagdogra, District Darjeeling, absolutely and forever free from all encumbrances, charges, liens, lis pendens, attachments, trusts whatsoever and howsoever SUBJECT TO the restrictions and rules regarding use of the Plot (more fully and particularly mentioned and described in Schedule 5 hereunder written) AND ALSO SUBJECT TO the Purchaser making payment of the common expenses in relation to the Uttora Township including the Uniform Commercial Code as maintenance charges ("Common Expenses”) (more fully and particularly mentioned and described in effect Schedule 6 hereunder written) to the Promoter or Facility Maintenance Company (“FMC”) to be so engaged by the Promoter or the Maintenance Body to be formed or constituted by the plot owners of the Project (“Maintenance Body”), who may be in another applicable jurisdiction) andcontrol and management of the common parts, portion, utilities and installations of the Uttora Township including the Project. AND THIS DEED FURTHER WITNESSETH that for the beneficial use and enjoyment of the Plot, it has been agreed between the Parties that the Common Areas shall be held by the Promoter or FMC or Maintenance Body in trust for all the plot owners of the Project and that the Purchaser shall avail all maintenance and common services only through the Promoter or the FMC or the Maintenance Body until the time hereinafter mentioned, subject to the Purchaser making payment of the Common Expenses to the Promoter or the FMC or the Maintenance Body including the remuneration of the Promoter or the FMC or the Maintenance Body. AND THIS DEED FURTHER WITNESSETH that the Promoter has reserved right, in addition, Lender may, without being required common with the Purchaser and/or other person or persons entitled to give any notice, except as herein provided the other part or as may be required by mandatory provisions parts of law, sell the Collateral or any part thereof at public or private saleProject, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all use of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have Common Areas including the right to deliver, assign allow the future purchasers of plots in the Uttora Township to enjoy such Common Areas and transfer the Purchaser herein shall never object to the purchaser thereof same since his/her/their/its right is restricted only for the Collateral so soldPlot he/she/they/it has purchased. Each purchaser at any such sale shall hold The Purchaser hereby acknowledges and admits that the Collateral so sold to it absolutely peaceful, vacant and free from any claim or right unencumbered possession of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, the Plot has been delivered by the Promoter to the extent permitted Purchaser on or prior to the execution of this Deed. On and from the Effective Date, irrespective of whether actual possession is taken by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice the Purchaser of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.Plot:

Sale. Upon the occurrence of an Event of Default, the Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Lender may deem satisfactory. The Lender shall incur no liability as a result of the sale of Collateral, or any part thereof, at any private sale. The Grantor hereby waives, to the extent permitted by applicable law, any claims against the Lender arising by reason of the fact that the price at which the Collateral may have been sold at such private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the outstanding Indebtedness, even if the Lender accepts the first offer received and does not offer such Collateral to more than one offeree. The Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). The Grantor will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Grantor which may be waived, and the Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The Grantor agrees that ten five (105) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1l) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcelsparcels or portions, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Lender shall not be liable for any depreciation in the value of the Collateral. All rights to marshaling of assets of the Grantor, including any such right with respect to the Collateral, are hereby waived.

Sale. Upon In any sale under any provision of this Mortgage or pursuant to any judgment or decree of court, the occurrence Mortgage Estate, to the maximum extent permitted by law, may Mortgage be sold in one or more parcels or as an entirety and in such order as the Mortgagee may elect, without regard to the right of an Event of Default, Lender may exercise all rights of a secured party the Mortgagor or any person claiming under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer Mortgagor to the purchaser thereof the Collateral so soldmarshalling of assets. Each The purchaser at any such sale shall hold take title to the Collateral Mortgage Estate or the part thereof so sold free and discharged of the estate of the Mortgagor therein, the purchaser being hereby discharged from all liability to it absolutely and free from any claim or right see to the application of whatsoever kindthe purchase money. Any person, including the Mortgagee or any equity Lender, may purchase at any such sale. Upon the completion of any such sale by virtue of this Section 4.02 the Mortgagee shall execute and deliver to the purchaser an appropriate instrument that shall effectively transfer all of the Mortgagor's estate, right, title, interest, property, claim and demand in and to the Mortgage Estate or right portion thereof so sold, but without any covenant or warranty, express or implied. The Mortgagee is hereby irrevocably appointed the attorney-in-fact of redemption the Mortgagor in its name and stead to make all appropriate transfers and deliveries of Grantor which the Mortgage Estate or any portions thereof so sold and, for that purpose, the Mortgagee may execute all appropriate instruments of transfer, and may substitute one or more persons with like power, the Mortgagor hereby ratifying and confirming all that said attorneys or such substitute or substitutes shall lawfully do by virtue hereof. Nevertheless, the Mortgagor shall ratify and confirm, or cause to be ratified and confirmed, any such sale or sales by executing and delivering, or by causing to be executed and delivered, to the Mortgagee or to such purchaser or purchasers all such instruments as may be waivedadvisable, in the judgment of the Mortgagee, for such purpose, and Grantoras may be designated in such request. Any sale or sales made under or by virtue of this Mortgage, to the extent permitted not prohibited by law, hereby specifically waives shall operate to divest all rights of redemptionthe estate, stay right, title, interest, property, claim and demand whatsoever, whether at law or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice in equity, of the time Mortgagor in, to and place of under the Mortgage Estate, or any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCCportions thereof so sold, except that shorter notice or no notice and shall be reasonable as to a perpetual bar both at law and in equity against the Mortgagor and against any Collateral which is perishable and all persons claiming or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public salewho may claim the same, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of by, through or under the failure of such purchaser to take up Mortgagor. The powers and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticeagency herein granted are coupled with an interest and are irrevocable.

Sale. Upon the occurrence and continuance of an Event of Default, Lender the Secured Party may exercise all rights of a secured party under the UCC and other applicable law (including without limitation such rights under the Uniform Commercial Code as UCC or other applicable law authorizing the taking of self-help remedies by a secured party in effect in another applicable jurisdictionprotecting its rights in, to and under collateral) and, in addition, Lender the Secured Party may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender the Secured Party may deem satisfactory. Lender The Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Debtor will execute and deliver such documents and take such other action as Lender the Secured Party deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Debtor which may be waived, and Grantorthe Debtor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Debtor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCCUCC (or, if applicable, the comparable section of the UCC under the laws of another jurisdiction), except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1l) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender the Secured Party may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcelsparcels or portions, as Lender the Secured Party may determine. Lender The Secured Party shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender the Secured Party until the selling price is paid by the purchaser thereof, but Lender the Secured Party shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. Debtor hereby grants unto Secured Party, and will cause its affiliates to grant, as necessary, the right 58 to use the existing premises and docking facilities of Debtor, for a period of four (4) months from any foreclosure within which to remove the Collateral from Debtor's premises, free of any rent or charge.

Sale. Upon the occurrence of an If any Event of DefaultDefault shall occur and be continuing, the ---- Lender may exercise all rights without demand of a secured party under the UCC and performance or other applicable law demand, presentment, protest, advertisement or notice of any kind (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give except any notice, except as herein provided or as may be notice required by mandatory provisions law referred to below) to or upon the Pledgor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), sell may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private salesale or sales, at the office of the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash, upon cash or on credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser delivery without assumption of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale)credit risk. Grantor The Pledgor will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Upon any such sale the Lender shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser thereof the Collateral so soldthereof. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any Lien or other claim or right of whatsoever whatever kind, including any equity or right of redemption of Grantor which may be waived, and Grantorthe Pledgor, to the extent permitted by applicable law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have at any time in the future under any law now existing or hereafter adopted. Grantor agrees that ten enacted or adopted (10) days prior written notice of the time and place of as well as any sale rights to exoneration, subrogation or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held reimbursement arising at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold andlaw, in case of any such failure, such Collateral may again be sold upon like noticeequity or otherwise).

Sale. Upon the occurrence of an Event of Default, the Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Lender may deem satisfactory. The Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Borrower will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, kind and Grantorthe Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Borrower agrees that ten (10) days days' prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon the occurrence of an Event of Default, the Lender may exercise all rights of a secured party under the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, the Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, (i) withdraw all cash in the Collateral Account and apply such cash and other cash, if any, then held by it as Collateral against the Indebtedness or (ii) sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as the Lender may deem satisfactory. The Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor The Mortgagor will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor the Mortgagor which may be waived, and Grantorthe Mortgagor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor The Mortgagor agrees that ten (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "“reasonable notification" ” within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consultedconsummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the notice or of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to make any such sale pursuant to any such notice. The Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice.

Sale. Upon Any IP Sale by Microbot shall be encumbered by the occurrence of an Event of Default, Lender may exercise all applicable rights of a secured party under CardioSert hereto and such rights shall continue with respect to the UCC and other applicable law (including the Uniform Commercial Code as in effect in another applicable jurisdiction) and, in addition, Lender may, without being required to give any notice, except as herein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof at public or private sale, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all CardioSert IP subject matter of the Collateral so sold at any public sale IP Sale (or, if the Collateral is “Assigned IP”) regardless of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order IP Sale; provided however that any such sale may be made in compliance with law. Upon any such sale Lender CardioSert shall have the right option to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of Grantor which may be waived, and Grantor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten receive 15% (10) days prior written notice of the time and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3fifteen percent) of the UCCconsideration received or which will be received by Microbot (to be paid upon and subject to its receipt) for the Assigned IP (“Assigned IP Consideration”), except if CardioSert agrees to waive its right to have the third party assignee, assume CardioSert’s rights and obligations vis-à-vis Microbot with respect to the Assigned IP (“Option to Redeem”). Microbot will provide CardioSert with all the agreements and documents related to the sale of the Assigned IP immediately following such IP Sale under a separate non-disclosure agreement in form acceptable to Microbot, CardioSert and the acquirer of the Assigned IP. Notwithstanding the above, in the event that shorter notice aggregate consideration which (a) will be received by CardioSert under an IP Sale/s together with (b) the aggregate amounts received by CardioSert under this Agreement, as of the Effective Date, and prior to the effective date of the IP Sale, excluding the Option Exercise Fee, exceeds USD $3,000,000 (three million USD) , the Option to Redeem shall vest with Microbot and Microbot shall have the right, at its sole discretion, to either consummate an IP Sale encumbered by the applicable rights of CardioSert with respect to the Assigned IP, or no notice consummate such IP Sale and redeem all CardioSert’s rights with respect to the Assigned IP, in consideration for 15% (fifteen percent) of the Assigned IP Consideration. In the event that Microbot consummates an IP Sale where the Assigned IP Consideration is not separately determined and the Parties fail to agree on to the applicable Assigned IP Consideration, such determination shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of made by a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender may, without notice or publication, adjourn any public or private sale or cause the same C.P.A. 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold andagreed upon or, in case of disagreement within a period of 14 (fourteen) days, by a C.P.A. nominated by the President of the Israeli Association of Certified Public Accountants upon the request of either Party. The nominated C.P.A. shall act solely as an appraiser for this express purpose, and not as an arbitrator in any manner whatsoever, and such failure, C.P.A.’s determination shall be final and binding upon the Parties. Parties shall equally share the service fees of such Collateral may again be sold upon like notice.C.P.A.

Sale. Upon the occurrence of an Event of DefaultDefault and at any time thereafter, Lender at the option of MFC, the Obligations shall become immediately due and payable without presentment or demand or any notice to Druxxxxx xx any other person obligated thereon and MFC shall have and may exercise with reference to the Collateral and the Obligations any and all of the rights and remedies of a secured party MFC under this Agreement and such other rights and remedies as are provided by law or by equity or by statute, including, without limitation, the UCC right and other applicable law power to sell on any recognized exchange dealing in such securities or by public or private sale or sales, or otherwise dispose of or utilize, the Collateral and any part or parts thereof as fully and effectually as if MFC were the absolute owner thereof, and to apply the proceeds thereof toward payment of any costs and expenses (including including, without limitation, legal fees and disbursements) thereby incurred by MFC and toward payment of the Uniform Commercial Code as in effect in another applicable jurisdiction) andObligations, in additionsuch order, Lender may, without being required to give any notice, except manner and priority as herein provided or as MFC in its uncontrolled discretion may be required see fit. To the extent permitted by mandatory provisions of law, sell Druxxxxx xxpressly waives any notice of sale or other disposition of the Collateral and any other rights or remedies of Druxxxxx xx formalities prescribed by law or by equity or by statute relative to the sale or other disposition of the Collateral or exercise of any other right or remedy of MFC; and to the extent any such notice is required and cannot be waived, Druxxxxx xxrees that if such notice is mailed, postage prepaid, to Druxxxxx xx the address shown above at least five days before the time of the sale or disposition, such notice shall be deemed reasonable and shall fully satisfy any requirement for giving of said notice. Druxxxxx xxpressly acknowledges and agrees that at any sale or realization of the Securities under this section, MFC may purchase the Securities or any part thereof at public or private salethereof, for cash, upon credit or for future delivery, and at such price or prices as Lender may deem satisfactory. Lender may be the purchaser of any or all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). Grantor will execute and deliver such documents and take such other action as Lender deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption on the part of Grantor which may be waivedDruxxxxx xx anyone claiming through Druxxxxx, and Grantorxhich right is, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Grantor agrees that ten (10) days prior written notice of the time waived and place of any sale or other intended disposition of any of the Collateral constitutes "reasonable notification" within the meaning of Section 9-504(3) of the UCC, except that shorter notice or no notice shall be reasonable as to any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. The notice (if any) of such sale shall (1) in case of a public sale, state the time and place fixed for such sale, and (2) in the case of a private sale, state the day after which such sale may be consulted. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Lender may fix in the notice or such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as Lender may determine. Lender shall not be obligated to make any such sale pursuant to any such notice. Lender 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 same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by Lender until the selling price is paid by the purchaser thereof, but Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like noticereleased.