Common use of Secured Party’s Rights and Remedies Clause in Contracts

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at Upon the occurrence of any time (1) an Event of Default or Specified Condition at any time thereafter, and subject to the provisions of the Interim Order and the Final Order as applicable: (a) Secured Party may, at its option, declare all of the Indebtedness secured by this Agreement (notwithstanding any provisions of any agreement with respect to the Pledgor has occurred Indebtedness to the contrary) immediately due and is continuing payable without demand or notice of any kind, and the Indebtedness thereupon shall become due and payable immediately without demand or notice (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition but with such adjustments, if any, with respect to interest or other charges as may be provided for in the Pledgorpromissory notes or other writings evidencing the Indebtedness secured). (b) Secured Party and its agents are authorized to enter into and enter onto any premises where the Collateral may be located for the purpose of taking possession of the Collateral and any records thereof and Secured Party may, thenat its option, unless demand Borrower at Borrower’s expense to assemble the Pledgor has paid in full all Collateral and make the Collateral available to Secured Party at a convenient place acceptable to Secured Party and, after notice to the Borrower as hereinafter provided, and other reasonable notice to secured parties of its Obligations that are then duerecord, the Secured Party may exercise one sell or more otherwise dispose of the following Collateral at public or private sale, without further notice or advertisement, at which sale Secured Party may become the purchaser. (c) Secured Party may demand that Borrower shall upon receipt by Borrower of any proceeds covered hereby or of any check, draft, or other instrument representing the proceeds, forthwith and without further notice or demand deliver the same to Secured Party in the form in which the said items are received, endorsed by Borrower for payment to Secured Party. (d) Secured Party may by written notice deem Borrower to have transferred the Collateral to Secured Party and to have constituted and appointed Secured Party its true and lawful attorney-in-fact with full and irrevocable power and authority in the name, place and stead of Borrower, from time to time, in Secured Party’s discretion to demand, collect, receive and give receipts for all monies due on the Collateral or due otherwise under or with respect to any of the Collateral and to endorse any checks or other instruments or orders and to file any claims and take any other action or proceeding deemed by Secured Party appropriate for the purpose of collecting all such monies whenever they may become payable. Secured Party may reasonably require Borrower to assist Secured Party in all such collections. (e) Secured Party shall have and may exercise, from time to time, all rights and remedies: (i) remedies of a secured party under the Uniform Commercial Code of Florida and all rights and remedies available to a secured party under any other applicable law law. (f) Any notice of sale, disposition, or other intended action by Secured Party, mailed to Borrower at its business offices in Tampa, Florida or at any other address to which Borrower has requested in writing that notices be sent, at least five (5) days prior to such action, shall constitute reasonable notice to Borrower. (g) In the event of a sale or other disposition of the Collateral or the receipt of any proceeds of the Collateral by Secured Party, after all of the Indebtedness with appropriate interest and all costs and expenses of Secured Party with respect to Posted Collateral held by the Secured Party; (ii) any other rights possession and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation sale of the Secured Party to Transfer that Posted Collateral); and (iv) Collateral have been paid in full as appropriate, the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such noticesurplus, if any, as may shall be required paid to Borrower by Secured Party, and any Collateral remaining shall be transferred and reassigned to Borrower by Secured Party; and in the event of a deficiency, there shall be due from Borrower and Borrower shall immediately pay to Secured Party the difference between the amounts received by Secured Party and the remaining sum secured hereby, plus all costs and expenses of Secured Party in repossessing, transporting, repairing, storing, selling or otherwise handling the Collateral pursuant to such sale or other disposition. (h) All remedies hereunder shall be cumulative and not alternative. Borrower shall pay promptly the costs and expenses of Secured Party of collection of all Indebtedness, enforcement of rights under applicable law, free from any claim or right of any nature whatsoever of the Pledgorthis Agreement, including reasonable attorneys’ fees, and those costs, expenses, and attorneys’ fees incurred in appellate proceedings and expenses and attorneys’ fees on any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor actions otherwise with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedCollateral.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under by applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable by law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Each Secured Party may exercise one or more of the following rights and remedies: (i) shall have all rights and remedies available to a secured party it under the New Security Agreement and applicable law with respect to Posted the security interests in any of the Intellectual Property Collateral held by the Secured Party; (ii) or any other collateral. The Company agrees that such rights and remedies available include, but are not limited to, the right of Secured Party as a secured party to sell or otherwise dispose of its collateral after default pursuant to the UCC. The Company agrees that Secured Party under shall at all times have such royalty free licenses, to the terms extent permitted by law, for any Intellectual Property Collateral that shall be reasonably necessary to permit the exercise of Other Posted Support, if any; (iii) any of Secured Party’s respective rights or remedies upon or after the occurrence of an Event of Default and shall additionally have the right to Set-off license and/or sublicense any amounts payable by Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Pledgor Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as such Secured Party in its sole discretion shall determine in connection with respect to any Obligations against any Posted Collateral or the Cash equivalent exercise of any Posted Collateral held by of such rights or remedies. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, each Secured Party (shall have the right but shall in no way be obligated to bring suit, or any obligation to take such other action as such Secured Party deems necessary or advisable, in the name of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one Company or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except to enforce or protect any notice of the Intellectual Property Collateral, in which event the Company shall, at the request of such Secured Party, do any and all lawful acts and execute any and all documents required by such Secured Party in aid of such enforcement. To the extent that Secured Party shall elect not to bring suit to enforce such Intellectual Property Collateral, the Company agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation or violations thereof by others and for that purpose agrees take commercially reasonable steps to maintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of the Intellectual Property Collateral the application of which is required under applicable law and cannot otherwise provided for herein, shall be waivedapplied as provided in the Security Agreement.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:. (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that than is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at (a) As long as any time (1) an Event of Default shall have occurred and is continuing, the Secured Party may, at its option, whether or Specified Condition not any amount under the Note is due, without notice or demand on the Grantor, take the following actions with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remediesCollateral: (i) all rights demand, collect, and remedies available to a secured party under applicable law with respect to Posted Collateral held by receipt for any amounts relating thereto, as the Secured PartyParty may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Collateral and enforcing any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if anyin respect thereof; (iii) the right to Set-off defend, settle or compromise any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral action brought and, in connection therewith, give such discharges or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order releases as the Secured Party may elect. Each party acknowledges deem appropriate; (iv) endorse checks, notes, drafts, acceptances, money orders, or other instruments or documents evidencing payment, relating or giving rise to the Collateral on behalf of and agrees that Posted in the name of the Grantor; and (vi) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Collateral or services which has given rise thereto, as fully and completely as though the Secured Party were the absolute owner thereof for all purposes. (b) Except as otherwise provided herein, the Secured Party shall have no duty as to the collection or protection of the Collateral or as to the preservation of any rights pertaining thereto, beyond the exercise of any reasonable care with respect to any Collateral in its possession. The Secured Party may sell, lease or otherwise dispose of the form Collateral at a public or private sale, with or without having the Collateral at the place of securities sale, and upon such terms and in such manner as the Secured Party may determine, and the Secured Party may purchase any Collateral at any such public sale and, to the extent permitted by law, any private sale. Unless the Collateral threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to the Grantor prior written notice (which, accordinglyif given not less than ten (10) days prior to any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. The Grantor agrees that, upon any such sale, the Pledgor Collateral shall be held by the purchaser free from all claims or rights of any kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are, to the extent permitted by law, hereby expressly waived and released by the Grantor. In the event any consent, approval or authorization of any governmental agency is not necessary to effectuate any such sale, the Grantor shall execute all applications or other instruments as may be required. (c) The Secured Party shall be entitled to prior notice retain and to apply the proceeds of any sale disposition of the Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys’ fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in accordance with the Note. Any surplus remaining after such application shall be paid to the Grantor or to whoever may be legally entitled thereto, provided that Posted in no event shall the Grantor be credited with any part of the proceeds of the disposition of the Collateral until such proceeds shall has been received in cash by the Secured Party, except . The Grantor shall remain liable for any notice that is required under applicable law deficiency. (d) The Secured Party shall have all other rights and cannot be waivedremedies as provided in the Note.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2i) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise at any time, notify any one or more of the following rights account debtors of Debtor and remedies: (i) other persons whose obligations to Debtor have been assigned, or in which Secured Party is granted a security interest, hereunder and any other party Secured Party deems appropriate of this Security Agreement, of the security interests and assignments contained herein, and that payments under such obligations or in respect thereof shall be made directly to Secured Party and/or to a lock box designated by Secured Party. If requested by Secured Party, debtor will so notify such account debtors and other persons. Secured Party may in its own name or in the name of Debtor communicate with such account debtors and other persons. Secured Party shall also have the right at any time to collect any money or property attributable to the interests of Debtor in the Collateral and to enforce, whether judicially or non-judicially, any and all of Debtor's rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral respecting such money or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) property and to apply the same and/or the proceeds (thereof as security for or the Cash equivalent thereof) from the liquidation in reduction of the Posted Collateral Secured Obligations. The foregoing notwithstanding and without in any way limiting the generality of the provisions of this Security Agreement, Debtor and Secured Party agree that Secured Party shall not be liable in the collection of any such money or property, except that Secured Party shall be obligated to any amounts payable by apply the Pledgor with respect to any Obligations same as and when received for the account of Debtor and/or as security for or in that order as reduction of the Secured Obligations, and it shall not be obligatory upon Secured Party may electto file suit or take other action to enforce any rights of Debtor hereby assigned or in which Secured Party is granted a security interest hereunder, unless Secured Party is requested so to do by Debtor and unless and until Secured Party is, to its satisfaction, indemnified by Debtor against costs of court, attorney's fees, other expenses of collection and any and all other exposure of Secured Party in connection therewith. Each party acknowledges and agrees that Posted Collateral in If pursuant to the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice terms hereof Secured Party obtains possession of any sale of that Posted Collateral by property, including money, and the same is held as security for the Secured PartyObligations, except any notice that is required under applicable law same shall be deemed part of the Collateral and cannot be waivedsubject to the terms hereof.

Secured Party’s Rights and Remedies. If at Upon the occurrence of any time (1) an Event of Default or Specified Condition at any time thereafter: (a) Secured Party may, at its option, declare all of the Indebtedness secured by this Agreement (notwithstanding any provisions of any agreement with respect to the Pledgor has occurred Indebtedness to the contrary) immediately due and is continuing payable without demand or notice of any kind, and the Indebtedness thereupon shall become due and payable immediately without demand or notice (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition but with such adjustments, if any, with respect to interest or other charges as may be provided for in the Pledgorpromissory notes or other writings evidencing the Indebtedness secured). (b) Secured Party and its agents are authorized to enter into and enter onto any premises where the Collateral may be located for the purpose of taking possession of the Collateral and any records thereof and Secured Party may, thenat its option, unless demand Borrower at Borrower’s expense to assemble the Pledgor has paid in full all Collateral and make the Collateral available to Secured Party at a convenient place acceptable to Secured Party and, after notice to the Borrower as hereinafter provided, and other reasonable notice to secured parties of its Obligations that are then duerecord, the Secured Party may exercise one sell or more otherwise dispose of the following Collateral at public or private sale, without further notice or advertisement, at which sale Secured Party may become the purchaser. (c) Secured Party may demand that Borrower shall upon receipt by Borrower of any proceeds covered hereby or of any check, draft, or other instrument representing the proceeds, forthwith and without further notice or demand deliver the same to Secured Party in the form in which the said items are received, endorsed by Borrower for payment to Secured Party. (d) Secured Party may by written notice deem Borrower to have transferred the Collateral to Secured Party and to have constituted and appointed Secured Party its true and lawful attorney-in-fact with full and irrevocable power and authority in the name, place and stead of Borrower, from time to time, in Secured Party’s discretion to demand, collect, receive and give receipts for all monies due on the Collateral or due otherwise under or with respect to any of the Collateral and to endorse any checks or other instruments or orders and to file any claims and take any other action or proceeding deemed by Secured Party appropriate for the purpose of collecting all such monies whenever they may become payable. Secured Party may reasonably require Borrower to assist Secured Party in all such collections. (e) Secured Party shall have and may exercise, from time to time, all rights and remedies: (i) remedies of a secured party under the Uniform Commercial Code of Florida and all rights and remedies available to a secured party under any other applicable law law. (f) Any notice of sale, disposition, or other intended action by Secured Party, mailed to Borrower at its business offices in Tampa, Florida or at any other address to which Borrower has requested in writing that notices be sent, at least five (5) days prior to such action, shall constitute reasonable notice to Borrower. (g) In the event of a sale or other disposition of the Collateral or the receipt of any proceeds of the Collateral by Secured Party, after all of the Indebtedness with appropriate interest and all costs and expenses of Secured Party with respect to Posted Collateral held by the Secured Party; (ii) any other rights possession and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation sale of the Secured Party to Transfer that Posted Collateral); and (iv) Collateral have been paid in full as appropriate, the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such noticesurplus, if any, as may shall be required paid to Borrower by Secured Party, and any Collateral remaining shall be transferred and reassigned to Borrower by Secured Party; and in the event of a deficiency, there shall be due from Borrower and Borrower shall immediately pay to Secured Party the difference between the amounts received by Secured Party and the remaining sum secured hereby, plus all costs and expenses of Secured Party in repossessing, transporting, repairing, storing, selling or otherwise handling the Collateral pursuant to such sale or other disposition. (h) All remedies hereunder shall be cumulative and not alternative. Borrower shall pay promptly the costs and expenses of Secured Party of collection of all Indebtedness, enforcement of rights under applicable law, free from any claim or right of any nature whatsoever of the Pledgorthis Agreement, including reasonable attorneys’ fees, and those costs, expenses, and attorneys’ fees incurred in appellate proceedings and expenses and attorneys’ fees on any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor actions otherwise with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.Collateral

Secured Party’s Rights and Remedies. If 6.1 Upon any such default and at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then duethereafter, the Secured Party may exercise one or more declare all obligations secured hereby immediately due and payable and shall have the remedies of a Secured Party under the Uniform Commercial Code of the following rights State of Kansas. The Secured Party may require the Debtor to assemble the Collateral and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies deliver or make it available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right at a place to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held be designated by the Secured Party (which is reasonably convenient to both parties. In the event Debtor fails or any obligation of refuses to so assemble the Collateral, Secured Party shall have the right, and Debtor does hereby authorize and empower Secured Party, to Transfer that Posted Collateral); and (iv) enter upon the right to liquidate any Posted premises wherever the Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim in order to remove the same. Unless the Collateral is perishable or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right threatens to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and or is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior Secured Party will give the Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or any intended disposition thereof is to be made. The requirements of reasonable notice shall be met if such notice is mailed, postage prepaid, to the address of the Debtor as set forth herein or to the Debtor's last known address at least ten (10) days before the time of the sale or disposition. The cost of collection and enforcement, including attorney fees and expenses, shall be borne by Debtor whether the same is incurred by Secured Party or Debtor. 6.2 In the event of repossession of the Collateral, Secured Party shall have such rights as are provided and permitted by law, including the right to reasonable attorney fees and legal expenses incurred for the purpose of retaking, holding, and disposing of the Collateral. 6.3 If secured party chooses to sell any or all of the Collateral, Secured Party may obtain a judgment against debtor for any deficiency remaining on the indebtedness due Secured Party after application of all amounts received from the exercise of the rights provided for in this agreement. Debtor shall be liable for a deficiency even if the transaction described in this subsection is a sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedaccounts or chattel paper.

Secured Party’s Rights and Remedies. If at any time (1) an Event Secured Party shall have all rights and remedies of Default or Specified Condition with respect to a secured party under applicable laws. Without limiting those rights and remedies, upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default (subject to applicable cure periods): (1) Without notice or Specified Condition with respect demand to Debtor, Secured Party shall be entitled to notify Debtor’s account debtors and obligors to make all payments directly to Secured Party, and Secured Party shall have the Pledgorright to take all actions that Secured Party reasonably considers necessary or desirable to collect upon the Collateral, thenincluding, unless the Pledgor has paid in full all of its Obligations that are then duewithout limitation, the prosecuting actions against, or settling or compromising disputes and claims with, Debtor’s account debtors and obligors, (2) without notice or demand to Debtor, Secured Party may exercise one or more receive, open, dispose of and notify the postal authorities to change the address of, mail directed to Debtor, and (3) upon Secured Party’s demand, Debtor shall immediately deliver to Secured Party, at the place that Secured Party designates, all proceeds of the following rights Collateral and remedies:all books, records, agreements, leases, documents and instruments that evidence or relate to the Collateral. (ib) all Debtor, upon Secured Party’s demand, shall assemble the Collateral and proceeds of Collateral at Debtor’s place of business, and Secured Party may dispose of the Collateral in any commercially reasonable manner. Any notification that Secured Party is required to give to Debtor regarding sale or other disposition of Collateral shall be considered reasonable if it is mailed at least 10 days before the sale or other disposition. In connection with a disposition of Collateral, Secured Party may comply with the requirements of an applicable state or federal law or regulation, and such compliance shall not cause the disposition to not be commercially reasonable. (c) Secured Party shall have the right (but no obligation) to continue or complete the manufacturing or processing of, or other operations in connection with, any part of the Collateral, and, for that purpose, to enter and remain upon or in any land or buildings that are possessed by Debtor or that Debtor has the right to possess. Debtor shall reimburse Secured Party on demand for any net expense that Secured Party incurs in connection with those activities and shall pay to Secured Party interest on each net expense, from the date on which Secured Party incurred the expense, at the Default Rate. The proceeds of any collection or disposition of Collateral shall be applied first to Secured Party's attorney fees and expenses, as provided in Paragraph 8 of this Agreement, then to the unpaid interest accrued on the Indebtedness and then to the principal of the Indebtedness, and Debtor shall be liable for any deficiency. Secured Party does not have any obligation to prepare or process any Collateral for sale or other disposition. If Secured Party sells any of the Collateral on credit, then Debtor will be credited only with payments that the purchaser actually makes and that Secured Party receives and applies to the unpaid balance of the purchase price of the Collateral. If the purchaser fails to pay for the Collateral, then Secured Party may again dispose of the Collateral and apply the proceeds in accordance with this paragraph. All rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the of Secured Party under this Agreement, whether or not exercisable only on default, shall be cumulative and may be exercised from time to time. No delay by Secured Party in the terms exercise of Other Posted Supportany right or remedy shall operate as a waiver thereof, if any; (iii) the and no single or partial exercise of any right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or remedy shall preclude other or further exercise thereof or the Cash equivalent exercise of any Posted Collateral held by the Secured Party (other right or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedremedy.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect shall occur and be continuing, Secured Party shall have, in addition to all other rights provided in the Pledgor has occurred Notes, this Agreement and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid related security documents and available at law and in full all of its Obligations that are then dueequity, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to of a secured party under applicable law with respect the Uniform Commercial Code as in effect on the date of this Agreement in the State of Colorado, as amended from time to Posted Collateral held by the Secured Party; (ii) time, and any other rights successor statute, and remedies available to the further, Secured Party under the terms of Other Posted Supportmay, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral without notice, demand or the Cash equivalent legal process of any Posted Collateral held by the Secured Party kind (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, except as may be required under applicable by law), free from all of which Grantor waives, at any claim time or right of any nature whatsoever times, take physical possession of the PledgorCollateral and maintain such possession on Grantor’s premises at no cost to Secured Party, including convert raw materials inventory to work-in-process inventory, convert work-in-process inventory to finished goods inventory, or remove the Collateral, or any equity or right of redemption by the Pledgor (with the part thereof, to such other place(s) as Secured Party having may desire, or Grantor shall, upon Secured Party’s demand, at Grantor’s own cost and expense, assemble the right Collateral and make it available to purchase Secured Party, at a place convenient to Secured Party, and Secured Party may sell and deliver any or all Collateral held by or for Secured Party at public or private sale(s), for cash, upon credit or otherwise, at such prices and upon such terms as Secured Party deems advisable, at Secured Party’s sole discretion, and may, postpone or adjourn any sale of the Posted Collateral from time to time by an announcement at the time and place of sale or by announcement at the time and place of such postponed or adjourned sale, without being required to give a new notice of sale. Grantor agrees that Secured Party has no obligation to preserve rights to the Collateral against prior parties. Grantor acknowledges that portions of the Collateral could be sold) difficult to preserve and dispose of and further subject to complex maintenance and management. Accordingly, Secured Party shall have the widest possible latitude to preserve and protect the Collateral and Secured Party’s security interest therein, and Secured Party, at its sole option, shall have the unqualified right to appoint a receiver, without notice or hearing, for the preservation, possession, protection and disposition of all or part of the Collateral and the collection and protection for Secured Party of any proceeds of use or disposition of the Collateral and to apply do any other thing and exercise any other right or remedy which Secured Party may, with or without judicial process, do or exercise. Any requirement of reasonable notice shall be met if such notice is mailed postage prepaid to Grantor at its address as set forth in the Notes at least ten (10) days before the time of sale or other disposition. The proceeds of sale shall be applied first to all costs and expenses of sale, including attorneys’ fees, and second to the payment (in whatever order Secured Party elects) of all Obligations. Secured Party will return any excess to Grantor and Grantor shall remain liable to Secured Party for any deficiency. Secured Party’s rights and remedies under this Agreement shall be cumulative and not exclusive of any other right or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the remedy which Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedhave.

Secured Party’s Rights and Remedies. If Upon or after the occurrence of any Event of Default, Secured Party may do any or all of the following, all of which rights and remedies shall be cumulative and any and all of which may be exercised from time to time and as often as Secured Party shall deem necessary or desirable: (a) Exercise any and all rights, privileges and remedies available to Secured Party under this Agreement, the Obligation, and of a secured party under the UCC, or any other applicable law, including without limitation the right to require the Debtor to assign the Collateral to Secured Party; (b) Notify account debtors to make all payments directly to Secured Party; (c) Cure any default in any reasonable manner and add the costs of any such cure to the amount due under the Obligation and accrue interest thereon at the prime rate then being charged by Wilmington Trust, Wilmington, Delaware; (d) Retain all of Debtor's Books and Records; (e) Upon five (5) days prior written notice to Debtor, which notice Debtor acknowledges is sufficient, proper and commercially reasonably, Secured Party may sell, or otherwise dispose of the Collateral, at any time (1) an Event and from time to time, in whole or in part, at public or private sale, without advertisement or notice of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgorsale, then, unless the Pledgor has paid in full all of its Obligations that which are then due, hereby waived and apply the Secured Party may exercise one or more proceeds of the following rights and remediesany such sale: (i) all rights first, to the expenses of Secured party in preparing the Collateral for sale, selling and remedies available the like, including without limitation reasonably attorneys' fees and expenses incurred by Secured Party (including fees and expenses of any litigation incident to a secured party under applicable law with respect to Posted Collateral held by any of the Secured Partyforegoing); (ii) any other rights and remedies available second, to the payment in full of all sums owing to Secured Party under the terms of Other Posted Support, if any;Obligation; and (iii) any excess shall be paid to Debtor. The waiver of any Event of Default, or Secured Party's failure to exercise any right or remedy hereunder, shall not be deemed a waiver of any subsequent Event of Default or of the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (exercise that or any obligation of the Secured Party other right or remedy available to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect Subject in all respects to the Pledgor has occurred and is continuing or provisions of Article 2: (2a) an Early Termination Date has occurred or been designated as Upon the result occurrence of an Event of Default or Specified Condition with respect to the PledgorDefault, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and or remedies available to that Secured Party may have as a secured party under applicable law with respect to Posted Collateral held by the Secured PartyUniform Commercial Code as adopted in the State of California; (iib) Upon the occurrence of any other rights and remedies available to the Event of Default, Secured Party under may sell, lease or otherwise dispose of all or any part of the Collateral upon any terms which are commercially reasonable; Secured Party shall give ten (10) days' prior written notice to Debtor of the time and place of any public sale of the Collateral, or of the time after which a private sale or other disposition of the Collateral is to be made; and (c) All proceeds from the sale or other disposition of the Collateral, and all other amounts received by Secured Party pursuant to the terms of Other Posted Supportthis Agreement, unless otherwise expressly required by law or regulation, shall be applied as follows: (1) First, to the payment of all expenses reasonably incurred by Secured Party in connection with any sale or disposition of the Collateral, including, but not limited to, the expenses of taking, delivering or preserving the Collateral to be sold, and all court costs and all reasonable legal fees of Secured Party in connection therewith; (2) Second, to the payment of all obligations of Debtor to Secured Party arising under the Note, including any interest thereon; and (3) Third, the balance, if any;, to Debtor. (iiid) the No delay or omission by Secured Party in exercising any right to Set-off any amounts payable by the Pledgor or remedy hereunder or with respect to any Obligations against obligation of Debtor to Secured Party secured hereunder shall operate as a waiver thereof or of any Posted Collateral other right or remedy available to Secured Party, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the Cash equivalent exercise of any Posted Collateral held other right or remedy. Secured Party, in its sole discretion, on at least three (3) days' prior written notice to Debtor, may (but shall have no obligation to) remedy any Event of Default by the Secured Party (Debtor hereunder or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the obligation of Debtor to Secured Party may elector any other person, firm, corporation or other entity in any reasonable manner without waiving the Event of Default remedied and without waiving any other prior or subsequent Event of Default by Debtor, and shall be reimbursed for its necessary and reasonable out-of-pocket expenses in so remedying any of such Event of Default. Each party acknowledges All rights and agrees that Posted Collateral in the form remedies of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedParty hereunder are cumulative.

Secured Party’s Rights and Remedies. If at any time (1) After an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgoroccurs, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) will have all rights and remedies available to of a secured party after default under the UCC and other applicable law with respect law. Secured Party may, without waiving any default, do anything Debtor is required to Posted do by this Agreement but fails to do. Secured Party may require Debtor to assemble the Collateral held and make it available at a reasonably convenient place Secured Party designates. Except for the safe custody of any Collateral in its possession and accounting for moneys actually received by it, Secured Party will have no duty as to any Collateral, including any duty to preserve rights against prior parties. Debtor irrevocably appoints Secured Party Debtor's attorney-in-fact to endorse any checks or other instruments included in the Collateral, or to take other action to enforce, collect or compromise the Collateral. Secured Party is not required to take possession of any Collateral prior to any sale, nor to have any Collateral present at any sale. Secured Party may sell part of the Collateral without waiving its right to proceed against the remaining Collateral. If any sale is not completed or is defective in the opinion of Secured Party; (ii) , Secured Party may make a subsequent sale of the same Collateral. Any xxxx of sale or other instrument evidencing any foreclosure sale will be prima facie evidence of factual matters stated or recited therein. If a sale of Collateral is conducted in conformity with customary practices of banks disposing of similar property, the sale will be deemed commercially reasonable, but Secured Party will have no obligation to advertise or to sell Collateral on credit. Written notice to Debtor mailed 10 days prior to public or private sale is reasonable notice. By exercising its rights, Secured Party will not become liable for, and Debtor will not be released from, any of Debtor's duties or obligations under the contracts and agreements included in the Collateral. Secured Party may purchase Collateral at any public sale, and may credit the purchase price against the Obligations. All remedies in this Agreement are cumulative of any and all other rights and legal, equitable or contractual remedies available to the Secured Party under the terms Party. Debtor WAIVES any rights to a marshalling of Other Posted Supportassets or sale in inverse order of alienation, if any; (iii) the right and any rights to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, notice except as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral provided in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedUCC.

Secured Party’s Rights and Remedies. If at any time (1) After an Event of Default occurs, Secured Party will have all rights and remedies of a secured party after default under the UCC and other applicable law, including without limitation, the right to take possession of the Collateral, and for that purpose Secured Party may, so far as Debtor can give authority therefor, enter upon any premises on which any Collateral may be situated and lawfully remove any Collateral. Secured Party may require Debtor to assemble the Collateral and make it available at a reasonably convenient place Secured Party designates. Secured Party may provide a copy of this Agreement to any account debtor or Specified Condition other person liable on or having any interest in any Collateral. Except for the reasonable safe custody of any Collateral in its possession and accounting for moneys actually received by it and except as expressly provided in the UCC, Secured Party will have no duty as to any Collateral, including any duty to preserve rights against prior parties. Secured Party is not required to take possession of any Collateral prior to any sale, or to have any Collateral present at any sale. Secured Party may sell part of the Collateral without waiving its right to proceed against the remaining Collateral. If any sale is not completed or is defective in the opinion of Secured Party, Secured Party may make a subsequent sale of the same Collateral. Any bill of sale or other record evidencing any foreclosure sale will be xxxxa facie evidence of the factual matters recorded therein. If a sale of Collateral is conducted in conformity with customary practices of banks disposing of similar property, the sale will be deemed commercially reasonable, but Secured Party will have no obligation to advertise or to sell Collateral on credit. However, if Secured Party sells any of the Collateral upon credit, Debtor will be credited only with payments actually made by the purchaser, received by Secured Party and applied to the indebtedness of the purchaser with respect to the Pledgor has occurred sale. In the event the purchaser fails to pay for the Collateral, Secured Party may resell the Collateral and is continuing or (2) an Early Termination Date has occurred or been designated as Debtor shall be credited with the result proceeds of the sale. In addition, Debtor waives any and all rights that Debtor may have to a judicial hearing in advance of the enforcement of any of Secured Party's rights hereunder, including without limitation, its rights following an Event of Default or Specified Condition to take immediate possession of the Collateral and to exercise its rights with respect to the Pledgorthereto. By exercising its rights, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one will not become liable for, and Debtor will not be released from, any of Debtor's duties or more obligations under the Accounts included in the Collateral. All remedies in this Agreement are cumulative of the following rights any and remedies: (i) all rights and other legal, equitable or contractual remedies available to Secured Party and any such remedies may be exercised simultaneously or in any order as determined by Secured Party. Debtor WAIVES any rights to a secured party under applicable law with respect marshalling of assets or sale in inverse order of alienation, and any rights to Posted Collateral held notice except as required by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedUCC.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an in Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are am then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, . if any;, (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Post Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party Secured Party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect to the Pledgoras hereinabove set forth, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one all rights or more remedies that Secured Party may have as a secured party under the Uniform Commercial Code. (b) Upon the occurrence of any Event of Default, as hereinabove set forth, Secured Party may sell, lease or otherwise dispose of all or any part of the following rights Collateral upon any terms which are commercially reasonable or may take all of the assets constituting the Novaeon Business, in which case such taking shall be deemed as payment in full of the Note and remediesshall subject the Secured Party to the obligations of Debtor due and owing to Novaeon, Inc., under the Purchase Agreement. Debtor agrees that fifteen (15) days prior written notice to Debtor of any public or private sale or other disposition of the Collateral shall be reasonable notice thereof, and such sale shall be at such location as Secured Party may designate in such notice. (c) All proceeds from the sale or other disposition of the Collateral, and all other amounts received by Secured Party pursuant to the terms of this Agreement, unless otherwise expressly required by law or regulation, or if Secured Party or its assignee takes the assets constituting the Novaeon Business in which event such taking shall constitute payment in full of all obligations under the Note and this Agreement, shall be applied as follows: (i) First, to the payment of all rights expenses reasonably ----- incurred by Secured Party in connection with any sale or disposition of the Collateral, including, but not limited to, the expenses of taking, advertising, processing, preparing and remedies available storing the Collateral to a secured party under applicable law with respect to Posted Collateral held by the be sold, and all court costs and all reasonable legal fees of Secured PartyParty in connection therewith; (ii) Second, to the payment of all obligations owed to ------ Secured Party pursuant to the Secured Obligations and which have come due and are unpaid; and (iii) Third, the balance, if any, to Debtor. ----- Debtor shall remain liable to the extent of any deficiency between the amount of the proceeds of the Collateral and the aggregate amount of the sums referenced in clauses (i) and (ii) of this Section 5(c). (d) No delay or omission by Secured Party in exercising any right or remedy hereunder or with respect to any obligation of Debtor to Secured Party secured hereunder shall operate as a waiver thereof or of any other rights right or remedy available to Secured Party, and remedies available no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right or remedy. Secured Party, in its sole discretion, on at least seven (7) days' prior written notice to Debtor, may (but shall have no obligation to) remedy any Event of Default by Debtor hereunder or with respect to any obligation of Debtor to the Secured Party under or any other person, firm, corporation or other entity in any reasonable manner without waiving the terms Event of Other Posted SupportDefault remedied and without waiving any other prior or subsequent Event of Default by Debtor, if any; (iii) the right to Setand shall be reimbursed for its necessary and reasonable out-off of-pocket expenses in so remedying any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the such Event of Default. All rights and remedies of Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedhereunder are cumulative.

Secured Party’s Rights and Remedies. If at 8.1 So long as any time (1) an Event of Default or Specified Condition with respect to the Pledgor has shall have occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect continuing, and subject to the Pledgorterms of the Intercreditor Agreement: (a) The Secured Party may, thenat its option, unless the Pledgor has paid in full without notice or demand, cause all of its the Obligations including, without limitation, all principal and interest due or to become due under all Notes to become immediately due and payable and take immediate possession of the Collateral; for that are then duepurpose, the Secured Party may exercise one or more may, so far as each Debtor can give authority therefor, enter upon any premises on which any of the following Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by of the Secured Party; (ii) any other rights . Each Debtor will, upon demand, assemble the Collateral and remedies make it available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held at a place and time designated by the Secured Party that is reasonably convenient to both parties. (b) The Secured Party may collect and receive all income and proceeds with respect to the Collateral and exercise all rights of any Debtor with respect thereto. (c) The Secured Party may sell, lease or any obligation otherwise dispose of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more at a public or private sales sale, with or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party without having the right to purchase any or all Collateral at the place of the Posted Collateral to be sold) sale, and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations upon such terms and in that order such manner as the Secured Party may electdetermine, and the Secured Party may purchase any Collateral at any such public sale or such private sale to the extent permitted by law. Each party acknowledges and agrees that Posted Unless the Collateral in the form of securities may threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to each Debtor prior written notice (which, accordinglyif given within ten (10) days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. Each Debtor agrees that, upon any such sale, the Pledgor is not entitled to prior notice Collateral shall be held by the purchaser free from all claims or rights of every kind and nature including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by each Debtor. In the event any consent, approval or authorization of any sale governmental agency is necessary to effectuate any such sale, each Debtor shall execute all applications or other instruments as may be required. (d) In any jurisdiction where the enforcement of that Posted Collateral by its rights hereunder is sought, the Secured PartyParty shall have, except any notice that is required in addition to all other rights and remedies, the rights and remedies of a secured party under applicable law and cannot be waivedthe Uniform Commercial Code.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect Default, and subject to any applicable requirements contained in the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more organizational documents of the following rights and remediesPledged Entities: (iA) Secured Party shall thereupon have, in addition to all other rights provided herein and in the Loan Documents, subject to any necessary approval of the FCC, the rights and remedies available to of a secured party under the Uniform Commercial Code in effect in the Commonwealth of Virginia, and further, Secured Party may, without demand and without advertisement, notice or legal process of any kind (except as may be required hereunder or by applicable law with respect Law), all of which Pledgor waives, at any time or times, sell and deliver any portion or all of the Collateral, including, without limitation, the right to Posted Collateral receive all profits, Distributions, income, revenues and proceeds of the Membership Interests attributable to the Membership Interests, at public or private sales held by the or for Secured Party;, for cash, upon credit or otherwise, at such prices and upon such terms as Secured Party deems advisable, at its sole discretion. Secured Party or any affiliate of Secured Party may be the purchaser at any sale as described above, free from the right of redemption after such sale, which right of redemption Pledgor also waives. Secured Party may, if it deems it reasonable, postpone or adjourn any sale of the Collateral from time to time by an announcement at the time and place of such postponed or adjourned sale, without being required to give a new notice of sale. Pledgor agrees that Secured Party has no obligation to preserve rights to the Collateral against prior parties or to marshall any Collateral for the benefit of any person or entixx. (B) In addition thereto, Pledgor further agrees (i) in the event that notice is necessary under applicable Law, written notice mailed to Pledgor in the manner specified in Section 16 hereof not less than 20 Business Days prior to the date of public sale of any of the Collateral subject to the security interest created herein or prior to the date after which private sale or any other disposition of said Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other time shall be sufficient; (ii) without precluding any other rights and remedies available to methods of sale, the sale of Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of lenders disposing of similar property but Secured Party under the may sell on such terms as it may choose without assuming any credit risk and without any obligation to advertise or give notice of Other Posted Support, if any; any kind; and (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent proceeds of any Posted such sale or disposition shall be applied first to the satisfaction of Secured Party's attorneys' fees, legal expenses, and other costs and expenses incurred in connection with the taking, retaking, holding, preparing for sale and selling of the Collateral held by and second to the payment (in whatever order Secured Party (or any obligation elects) of the Secured Party to Transfer that Posted Collateral); and (iv) Obligations. After the right to liquidate any Posted Collateral held by the application of all such proceeds as aforesaid, Secured Party through one or more public or private sales or other dispositions with such noticewill return any excess to Pledgor. To the extent permitted by applicable Law, if anyMembership Interests Pledge Agreement/Shentel Converged Services, as may be required under applicable lawInc. Loan No. ML0743 Pledgor waives all claims, free from any claim or right of any nature whatsoever damages and demands against Secured Party arising out of the Pledgorrepossession, including any equity retention or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all sale of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedCollateral.

Secured Party’s Rights and Remedies. If Subject to the rights and interests of Cornell Capital Partners, LP, Montgomery Equity Partners, Ltd. and Wells Fargo Bank, National Asxxxxxxxxx: (a) Upon notice to Dxxxxx, Secured Party may at any reasonable time and from time to time so as not to unreasonably interfere with Debtor's business, enter upon the premises where the Collateral shall be kept pursuant to this Security Agreement, and inspect such Collateral, and Debtor shall assist Secured Party in any reasonable way requested by Secured Party to make any such inspection; (1b) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect Default, in addition to the Pledgorall other rights and remedies provided hereunder, then, unless the Pledgor has paid in full Secured Party shall have and may exercise all of its Obligations that are then duethe rights and remedies provided by the Code, the and any other applicable law, and, in conjunction with, in addition to, or in substitution therefor, Secured Party shall have and may exercise one or more of the following rights and remedies: (i) Secured party may notify or require Debtor to notify the account debtors of the assignment and security interest in its receivables, and to have payments thereon made directly to Secured Party in accordance with the terms of this Security Agreement; (ii) Secured Party may (but shall not be required), alone or in conjunction with Debtor, take any or all rights and remedies available action necessary to a secured party under applicable law collect or receive any money or property at any time payable or receivable on account of or in exchange for the Collateral, including the right to compromise, settle, extend or otherwise modify the terms of payment owed with respect to Posted any of the Collateral, and to apply the proceeds thereof in the order, amounts and manner which Secured Party may determine in its sole discretion. In exercising such right, Secured Party may open and dispose of mail addressed to Debtor and execute, sign and endorse negotiable and other instruments for the payment of money or other evidences of payment, on behalf of and in the name of Debtor, for which this shall be deemed a sufficient power of attorney; (iii) Secured Party may require Debtor to pay and deliver to Secured Party, immediately upon collection and receipt thereof by Debtor, all proceeds arising from the Collateral held or may require Debtor to deposit all such proceeds in a bank selected by Secured Party in a collateral account acceptable to Secured Party. Until the proceeds from the Collateral have been paid and delivered to Secured Party or deposited in the bank as hereinabove provided, Debtor shall hold such proceeds for and on behalf of Secured Party separate and apart from Debtor's other funds or property, and shall not mingle such proceeds with any other such funds or property. Secured Party shall promptly apply all of such proceeds against the obligations, liabilities and indebtedness of Debtor to Secured Party in the order, amounts and manner which Secured Party may determine in its sole discretion; (iv) Secured Party may require Debtor not to modify any agreements respecting the Collateral nor to bring suit to enforce payment thereon without giving Secured Party five (5) days advance written notice thereof or without first having received written consent to do so from Secured Party; (iiv) any other rights and remedies available The entire unpaid indebtedness of Debtor to the Secured Party under secured hereby, together with all interest accrued thereon, shall become immediately due and payable as provided in the terms of Other Posted Support, if anyNote; (iiivi) Secured Party may enter upon Debtor's premises to take possession of, assemble and collect the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or to render it unusable; (vii) Secured party may require Debtor to assemble the Cash equivalent of any Posted Collateral held by the and to make it available to Secured Party (or at any obligation of the reasonable place Secured Party designates and to allow Secured Party to Transfer that Posted take possession of or dispose of such Collateral); and; (ivviii) the right to liquidate any Posted Collateral held by the Secured Party through one may in its sole discretion, sell, assign and deliver all or more any part of the Collateral at any public or private sales sale without notice or other dispositions with advertisement, at such noticeprices as Secured Party may deem best, if anyand for cash or on credit or for future delivery (without assumption of any credit risk) and bid and become a purchaser at any such sale, as may be required under applicable law, any purchaser including Secured Party so purchasing all or part of the Collateral to hold the same free from any claim or right of any nature whatsoever of the Pledgorwhatsoever, including any equity or right of redemption by the Pledgor (with the and Secured Party having may make payment on account thereof by using any claim for moneys when due and payable by Debtor to Secured Party, and if notice to the right Debtor is required, written notice mailed to purchase any or all Debtor at its business address as hereinabove set forth, at least ten (10) business days prior to the date of public sale of the Posted Collateral to will be sold) made, shall constitute reasonable notice; and to Secured Party may apply the proceeds (or the Cash equivalent thereof) from the liquidation of any disposition of the Posted Collateral to any available for satisfaction of the indebtedness secured hereby in the order, amounts payable by the Pledgor with respect to any Obligations in that order as the and manner which Secured Party may elect. Each party acknowledges and agrees that Posted Collateral determine in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedits sole discretion.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;any-, (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) thereto from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required Required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at Upon the occurrence of any time (1) an Event of Default or Specified Condition at any time thereafter, and subject to the provisions of the Interim Order and the Final Order as applicable: (a) Secured Party may, at its option, declare all of the Indebtedness secured by this Agreement (notwithstanding any provisions of any agreement with respect to the Pledgor has occurred Indebtedness to the contrary) immediately due and is continuing payable without demand or notice of any kind, and the Indebtedness thereupon shall become due and payable immediately without demand or notice (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition but with such adjustments, if any, with respect to interest or other charges as may be provided for in the Pledgorpromissory notes or other writings evidencing the Indebtedness secured). (b) Secured Party and its agents are authorized to enter into and enter onto any premises where the Collateral may be located for the purpose of taking possession of the Collateral and any records thereof and Secured Party may, thenat its option, unless demand Borrower at Borrower’s expense to assemble the Pledgor has paid in full all Collateral and make the Collateral available to Secured Party at a convenient place acceptable to Secured Party and, after notice to the Borrower as hereinafter provided, and other reasonable notice to secured parties of its Obligations that are then duerecord, the Secured Party may exercise one sell or more otherwise dispose of the following Collateral at public or private sale, without further notice or advertisement, at which sale Secured Party may become the purchaser. (c) Secured Party may demand that Borrower shall upon receipt by Borrower of any proceeds covered hereby or of any check, draft, or other instrument representing the proceeds, forthwith and without further notice or demand deliver the same to Secured Party in the form in which the said items are received, endorsed by Borrower for payment to Secured Party. (d) Secured Party may by written notice deem Borrower to have transferred the Collateral to Secured Party and to have constituted and appointed Secured Party its true and lawful attorney-in-fact with full and irrevocable power and authority in the name, place and stead of Borrower, from time to time, in Secured Party’s discretion to demand, collect, receive and give receipts for any and all monies due on the Collateral or due otherwise under or with respect to any of the Collateral and to endorse any checks or other instruments or orders and to file any claims and take any other action or proceeding deemed by Secured Party appropriate for the purpose of collecting any and all such monies whenever they may become payable. Secured Party may reasonably require Borrower to assist Secured Party in any and all such collections. (e) Secured Party shall have and may exercise, from time to time, any and all rights and remedies: (i) remedies of a secured party under the Uniform Commercial Code of Florida and any and all rights and remedies available to a secured party under any other applicable law law. (f) Any notice of sale, disposition, or other intended action by Secured Party, mailed to Borrower at its business offices in Tampa, Florida or at any other address to which Borrower has requested in writing that notices be sent, at least five (5) days prior to such action, shall constitute reasonable notice to Borrower. (g) In the event of a sale or other disposition of the Collateral or the receipt of any proceeds of the Collateral by Secured Party, after all of the Indebtedness with appropriate interest and all costs and expenses of Secured Party with respect to Posted Collateral held by the Secured Party; (ii) any other rights possession and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation sale of the Secured Party to Transfer that Posted Collateral); and (iv) Collateral have been paid in full as appropriate, the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such noticesurplus, if any, as may shall be required under applicable lawpaid to Borrower by Secured Party, free and any Collateral remaining shall be transferred and reassigned to Borrower by Secured Party; and in the event of a deficiency, there shall be due from any claim Borrower and Borrower shall immediately pay to Secured Party the difference between the amounts received by Secured Party and the remaining sum secured hereby, plus all costs and expenses of Secured Party in repossessing, transporting, repairing, storing, selling or right otherwise handling the Collateral pursuant to such sale or other disposition. (h) All remedies hereunder shall be cumulative and not alternative. Borrower shall pay promptly the costs and expenses of Secured Party of collection of any nature whatsoever and all Indebtedness, enforcement of the Pledgorrights under this Agreement, including reasonable attorneys’ fees, and those costs, expenses, and attorneys’ fees incurred in appellate proceedings and expenses and attorneys’ fees on any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor actions otherwise with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedCollateral.

Secured Party’s Rights and Remedies. If at any time (1) After an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgoroccurs, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) will have all rights and remedies available to of a secured party after default under the UCC and other applicable law with respect law. Secured Party may, without waiving any default, do anything Debtor is required to Posted do by this Agreement and fails to do. Secured Party may require Debtor to assemble the Collateral held and make it available at a reasonably convenient place Secured Party designates. Except for the safe custody of any Collateral in its possession and accounting for moneys actually received by it, Secured Party will have no duty as to any Collateral, including any duty to preserve rights against prior parties. Debtor irrevocably appoints Secured Party Debtor's attorney-in-fact to endorse any checks or other instruments included in the Collateral, or to take any other action to enforce, collect or compromise the Collateral. Secured Party is not required to take possession of any Collateral prior to any sale, nor to have any Collateral present at any sale. Secured Party may sell part of the Collateral without waiving its right to proceed against the remaining Collateral. If any sale is not completed or is defective in the opinion of Secured Party; (ii) , Secured Party may make a subsequent sale of the same Collateral. Any xxxx of sale or other instrument evidencing any foreclosure sale will be prima facie evidence of factual matters stated or recited therein. If a sale of Collateral is conducted in conformity with customary practices of banks disposing of similar property, the sale will be deemed commercially reasonable, but Secured Party will have no obligation to advertise or to sell Collateral on credit. Written notice to Debtor mailed 10 days prior to public or private sale is reasonable notice. By exercising its rights, Secured Party will not become liable for, and Debtor will not be released from, any of Debtor's duties or obligations under the contracts and agreements included in the Collateral. Secured Party may purchase Collateral at any public sale, and may credit the purchase price against the Obligations. All remedies in this Agreement are cumulative of any and all other rights and legal, equitable or contractual remedies available to the Secured Party under the terms Party. Debtor WAIVES any rights to a marshalling of Other Posted Supportassets or sale in inverse order of alienation, if any; (iii) the right and any rights to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, notice except as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral provided in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedUCC.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect to the PledgorDefault, thenwithout notice of election and without demand, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise cause any one or more of the following rights and remediesto occur, all of which are authorized by Debtor: (i) all rights Secured Party may make such payments and remedies do such acts as it considers necessary or reasonable to protect its security interests in the Collateral. Debtor agrees to assemble and make available the Collateral if Secured Party so requires. Debtor authorizes Secured Party to a secured party under applicable law with respect enter the premises where the Collateral is located, take and maintain possession of the Collateral, or any part thereof, and pay, purchase, contest or compromise any encumbrance, claim, right or lien which, in the opinion of Secured Party or its assignee, appears to Posted Collateral held by the be prior or superior to Secured Party's security interests, and to pay all expenses incurred in connection therewith; (ii) Secured Party shall be automatically deemed to be (A) granted a license or other right to use, without charge, Debtor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, and any other property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and (B) assigned, without charge, all of Debtor's rights and remedies available to the Secured Party obligations under the terms of Other Posted Support, if anyany licenses and/or franchise agreements; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party may ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (or any obligation of in the Secured Party to Transfer that Posted manner provided for herein) the Collateral); and; (iv) the right to liquidate any Posted Collateral held by the Secured Party through may sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Debtor's premises) as is commercially reasonable. It is not necessary that the Collateral be present at any such sale; (v) Secured Party shall be entitled to give notice of the disposition of the Collateral as follows: (i) Secured Party shall give Debtor a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sales sale or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral disposition is to be soldmade, (ii) and the notice shall be personally delivered or mailed, postage prepaid, to apply Debtor at least ten (10) calendar days before the proceeds date fixed for the sale, or at least five (5) calendar days before the date on or after which the Cash equivalent thereof) from private sale or other disposition is to be made, unless the liquidation of the Posted Collateral is perishable or threatens to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and (iii) if the sale is of to be a type customarily sold on a recognized marketpublic sale, and, accordingly, the Pledgor is not entitled to prior Secured Party shall also give notice of the time and place by publishing a notice one time at least five (5) calendar days before the date of the sale in a newspaper of general circulation, if one exists, in the county in which the sale is to be held; (vi) Secured Party may credit bid and purchase all or any sale portion of that Posted the Collateral by at any public sale; and (vii) Secured Party may collect on the Accounts and/or the Negotiable Collateral and apply the proceeds thereof to payment of any and all amounts owed to Secured Party under the Obligations or this Agreement. (b) Upon demand, Debtor shall pay all the Secured Party Expenses incurred in connection with the enforcement and exercise of any of the rights and remedies of Secured Party provided for herein, irrespective of whether suit is commenced. Any deficiency which exists after disposition of the Collateral as provided herein will be paid immediately by Debtor, and any excess that exists will be returned, without interest and subject to the rights of third parties, to Debtor by Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1a) an Rights in the Event of Default or Specified Condition with respect Default. In addition to those rights, if any, specified in the other Loan Documents, but subject to the Pledgor has occurred terms and is continuing or (2) an Early Termination Date has occurred or been designated as conditions of the result Loan Documents, upon the occurrence of an Event of Default or Specified Condition with respect to the Pledgorand during its continuation, then, unless the Pledgor has paid in full all of its Obligations that are then dueand at any time thereafter, the Secured Party may exercise one or more do each of the following rights and remediesfollowing, subject to the Escrow Agreement: (i) all rights Enter Debtor's premises to inspect the Collateral and remedies available Debtor's books and records pertaining to a secured party under applicable law with respect to Posted Collateral held by the Collateral, and Debtor shall assist the Secured Party;Party in making any such inspection. (ii) Execute, sign endorse, transfer or deliver in the name of Debtor, notes, checks, drafts or other instruments for the payment of money and receipts, certificates of origin, applications for certificates of title or any other documents, necessary to evidence, perfect or realize upon the security interest and obligations created by this Security Agreement. (iii) Agree to discharge taxes, liens or security interests or other encumbrances at any time levied or placed on the Collateral, pay for the insurance on the Collateral and pay for the maintenance and preservation of the Collateral. Debtor agrees to reimburse the Secured Party on demand for any payment made, or expense incurred by the Secured Party pursuant to the foregoing authorization, plus interest thereon at the rate set forth in paragraph 3(c) hereof, and will indemnify and hold the Secured Party harmless from and against liability in connection therewith. (iv) Subject to the terms and conditions of the Loan Documents, declare all obligations secured hereby immediately due and payable and shall have the rights and remedies of a "secured party" under the UCC in effect in the local jurisdiction where the Collateral is located, including, without limitation, the right to sell, lease or otherwise dispose of any or all of the Collateral and the right to take possession of the Collateral, and for that purpose the Secured Party may enter any premises on which the Collateral or any part thereof may be situated and remove the same therefrom, so long as the same may be accomplished without a breach of the peace. The Secured Party may require Debtor to assemble the Collateral and make it available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right at a place to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held be designated by the Secured Party (or any obligation of and thereafter hold the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, absolutely free from any claim or right of any nature set off whatsoever (other than pursuant to Section 6 of the PledgorSecured Note), including any equity or right of redemption by (statutory or otherwise), and such demand, notice and right or equity being hereby expressly waived and released. Unless the Pledgor (with the Secured Party having the right Collateral is perishable or threatens to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and or is of a type customarily sold on a recognized market, andthe Secured Party will send Debtor reasonable notice of the time and place of any public sale thereof or of the time after which any private sale or other disposition thereof is to be made The requirement of sending reasonable notice shall be met if such notice is given to Debtor at least ten days before 'the time of the sale or disposition. Expenses of retaking, accordinglyholding, preparing for sale, selling or the Pledgor like shall include the Secured Party's reasonable fees and expenses actually incurred by or on behalf of the Secured Party (including, but not limited to, reasonable fees and expenses of legal counsel), and Debtor agrees to pay such reasonable fees and expenses, plus interest thereon at the rate set forth in paragraph 3(c) hereof. Secured Party shall have no obligation to clean up or otherwise prepare the Collateral for sale. It is not entitled to prior notice necessary that the Collateral be present at any such sale. (v) Notify the account of debtors or obligors of any sale accounts, chattel paper, negotiable instruments or other evidences of that Posted indebtedness remitted by Debtor to the Secured Party as proceeds to pay the Secured Party directly. (vi) Demand, sue for, collect or make any compromise or settlement with xxxerence to the Collateral by as the Secured Party, except in their sole discretion, choose. (vii) Remedy any notice that is required default and may waive any default without waiving or being deemed to have waived any other prior or subsequent default. (viii) To the extent not wholly inconsistent with any remedy expressly provided for under applicable this Agreement or the Escrow Agreement, the Secured Party may exercise any other rights or remedies it may have at law and cannot be waivedor under the Loan Documents or Escrow Agreement (defined below).

Secured Party’s Rights and Remedies. If at 4.1 In any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred under this Agreement occurs and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an such Event of 5 6 Default or Specified Condition with respect is not cured within ten (10) business days after delivery of notice to the PledgorDebtor by Secured Party, thenSecured Party may, unless the Pledgor has paid in full all at its election, without notice of its Obligations that are then dueelection and without demand, the Secured Party may exercise do any one or more of the following rights and remediesfollowing, all of which are authorized by Debtor: (ia) all rights Without notice to or demand upon Debtor, make such payments and remedies do such acts as are necessary to protect its security interest in the Collateral. Debtor agrees to assemble the collateral if Secured Party so requires, and to make the collateral available to a secured party Secured Party as Secured Party may designate. To the extent permitted under applicable law with respect the Code, Debtor authorizes Secured Party to Posted enter the premises where the Collateral held by is located, take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in the opinion of Secured Party;Party appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. (iib) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the collateral; and (c) To the extent permitted under the code, sell the Collateral at either public or private sale, or both, by way of one or more contracts of transactions, for cash or on terms, in such manner and at such places (including Debtor's premises) as is commercially reasonable. It is not necessary that the Collateral be present at any other rights and remedies available to the such sale. 4.2 Debtor agrees that it shall be commercially reasonable for Secured Party under to sell or dispose of the terms of Other Posted Supportcollateral on an "as is, if any; (iii) and with all faults" basis. Debtor and Secured Party agree that the right to Set-off any amounts payable following conduct by the Pledgor Secured Party with respect to any Obligations against any Posted disposition of the Collateral or the Cash equivalent of any Posted Collateral held shall conclusively be deemed commercially reasonable (but other conduct by the Secured Party (including, but not limited to, Secured Party's use in it sole discretion of other or different times, places and manners of noticing and conducting any obligation disposition of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more shall not be deemed unreasonable): Any public or private sales disposition as to which on no later than the tenth calendar day prior thereto written notice thereof is mailed, or other dispositions with such noticefifth calendar day prior thereto written notice thereof is personally delivered, if anyto Debtor and, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations public disposition, on no later than the fifth calendar day prior to thereto notice thereof describing in that order as general, non-specific terms the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral to be disposed of is published in the form of securities may decline speedily Los Angeles times; and which is held in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of Los Angeles County at any sale of that Posted Collateral place designated by the Secured Party, except with or without the Collateral being present; and which commences at any notice that is required under applicable law time between 8:00 A.M. and cannot be waived.5:00 P.M.

Secured Party’s Rights and Remedies. If at (a) So long as any time (1) an Event of Default or Specified Condition with respect to the Pledgor has shall have occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remediescontinuing: (i) the Secured Party may, at its option, without notice or demand, cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefore, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by of the Secured Party; (ii) any other rights the Debtor will, upon demand, assemble the Collateral and remedies make it available to the Secured Party under at a place and time designated by the terms of Other Posted Support, if anySecured Party that is reasonably convenient to both parties; (iii) the right to Set-off Secured Party may collect and receive all income and proceeds in respect of the Collateral and exercise all rights of the Debtor and perform any amounts payable by the Pledgor of Debtor's obligations hereunder with respect thereto, all without liability except to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by account for property actually received (but the Secured Party (or shall have no duty to exercise any obligation of the Secured Party aforesaid rights, privileges or options and shall not be responsible for any failure to Transfer that Posted Collateraldo so or delay in so doing); and; (iv) all payments received by Debtor under or in connection with any of the right to liquidate any Posted Collateral after the occurrence of a default shall be held by Debtor in trust for Secured Party, shall be segregated from other funds of Debtor and shall forthwith upon receipt by Debtor be turned over to Secured Party, in the same form as received by Debtor (duly endorsed by Debtor to Secured Party, if required). In the event Secured Party purchases any of the Collateral being sold, Secured Party shall pay for the Collateral by crediting an amount equal to the fair market value thereof against any outstanding Obligations of Debtor. (v) the Secured Party through one may sell, lease or more otherwise dispose of the Collateral at a public or private sales sale, with or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party without having the right to purchase any or all Collateral at the place of the Posted Collateral to be sold) sale, and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations upon such terms and in that order such manner as the Secured Party may electdetermine, and the Secured Party may purchase any Collateral at any such sale, subject to an applicable judicial order. Each party acknowledges and agrees that Posted Unless the Collateral in the form of securities may threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to the Debtor prior written notice (which, accordinglyif given within five days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. The Debtor agrees that upon any such sale the Collateral shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Pledgor Debtor shall execute all applications or other instruments as may be required; and (vi) in any jurisdiction where the enforcement of its rights hereunder is not sought, the Secured Party shall have, in addition to all other rights and remedies provided for in its loan documentation, the rights and remedies of a secured party under the Uniform Commercial Code. (b) Prior to any disposition of Collateral pursuant to this Agreement the Secured Party may, at its option, cause any of the Collateral to be repaired or reconditioned in such manner and to such extent as to make it saleable. (c) The Secured Party is hereby granted a license or other right to use, without charge, the Debtor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, relating to the Collateral, in completing production of, advertising for sale and selling any Collateral; and the Debtor's rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit. (d) The Secured Party shall be entitled to prior notice retain and to apply the proceeds of any sale disposition of the Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Secured Party shall determine. Any surplus remaining after such application shall be paid to the Debtor or to whomever may be legally entitled thereto, provided that Posted in no event shall the Debtor be credited with any part of the proceeds of the disposition of the Collateral until such proceeds shall have been received in cash by the Secured Party, except . The Debtor shall remain liable for any notice that is required under applicable law and cannot be waiveddeficiency.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remediesat any time thereafter: (i) Secured Party may, at its option, declare all of the Indebtedness secured by this Agreement (notwithstanding any provisions of any agreement with respect to the Indebtedness to the contrary) immediately due and payable without demand or notice of any kind, and the Indebtedness thereupon shall become due and payable immediately without demand or notice (but with such adjustments, if any, with respect to interest or other charges as may be provided for in the Note or other writings evidencing the Indebtedness secured); (ii) Secured Party and its agents are authorized to enter into and enter onto any premises where the Collateral may be located for the purpose of taking possession of the Collateral and any records thereof and Secured Party may, at its option, demand Debtor at Debtor's expense to assemble the Collateral and make the Collateral available to Secured Party at a convenient place acceptable to Secured Party and after notice to the Debtor as hereinafter provided, and other reasonable notice to secured parties of record, Secured Party may sell or otherwise dispose of the Collateral at public or private sale, without further notice or advertisement, at which sale Secured Party may become the purchaser; (iii) Secured Party may demand that Debtor shall upon receipt by Debtor of any proceeds covered hereby or of any check, draft, or other instrument representing the proceeds, forthwith and without further notice or demand deliver the same to Secured Party in the form in which the said items are received, endorsed by Debtor for payment to Secured Party; and (iv) Secured Party may by written notice deem Debtor to have transferred the Collateral to Secured Party and to have constituted and appointed Secured Party his true and lawful attorney-in-fact with full and irrevocable power and authority in the name, place and stead of Debtor, from time to time, in Secured Party's discretion to demand, collect, receive and give receipts for any and all monies due on the Collateral or due otherwise under or with respect to any of the Collateral and to endorse any checks or other instruments or orders and to file any claims and take any other action or proceeding deemed by Secured Party appropriate for the purpose of collecting any and all such monies whenever they may become payable. Secured Party may reasonably require Debtor to assist Secured Party in any and all such collections. (b) Secured Party shall have and may exercise, from time to time, any and all rights and remedies of a secured party under the Uniform Commercial Code of Florida and any and all rights and remedies available to a secured party under any other applicable law law. (c) Any notice of sale, disposition, or other intended action by Secured Party, mailed to Debtor at the address specified below or at any other address to which Debtor has requested in writing that notices be sent, at least five (5) days prior to such action, shall constitute reasonable notice to Debtor. (d) In the event of a sale or other disposition of the Collateral or the receipt of any proceeds of the Collateral by Secured Party, after all of the Indebtedness with appropriate interest and all costs and expenses of Secured Party with respect to Posted Collateral held by the Secured Party; (ii) any other rights possession and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation sale of the Secured Party to Transfer that Posted Collateral); and (iv) Collateral have been paid in full as appropriate, the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such noticesurplus, if any, as may shall be required under applicable lawpaid to Debtor by Secured Party, free and any Collateral remaining shall be transferred and reassigned to Debtor by Secured Party; and in the event of a deficiency, there shall be due from any claim Debtor and Debtor shall immediately pay to Secured Party the difference between the amounts received by Secured Party and the remaining sum secured hereby, plus all costs and expenses of Secured Party in repossessing, transporting, repairing, storing, selling or right otherwise handling the Collateral pursuant to such sale or other disposition. (e) All remedies hereunder shall be cumulative and not alternative. Debtor shall pay promptly the costs and expenses of Secured Party of collection of any nature whatsoever and all Indebtedness, enforcement of the Pledgorrights under this Agreement, including reasonable attorneys' fees, and those costs, expenses, and reasonable attorneys' fees incurred in appellate proceedings and expenses and reasonable attorneys' fees on any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor actions otherwise with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedCollateral.

Secured Party’s Rights and Remedies. If at Upon the occurrence of any time (1) an Event of Default or Specified Condition at any time thereafter: (a) Secured Party may, at its option, declare all of the Indebtedness secured by this Agreement immediately due and payable without demand or notice of any kind, and the Indebtedness thereupon shall become due and payable immediately without demand or notice (but with such adjustments, if any, with respect to interest or other charges as may be provided for in the Pledgor has occurred promissory notes or other writings evidencing the Indebtedness secured). (b) Secured Party and is continuing or (2) an Early Termination Date has occurred or been designated its agents are authorized to enter into and enter onto any premises where the Collateral may be located for the purpose of taking possession of the Collateral and any records thereof and Secured Party may, at its option, demand that Debtor, at Debtor’s expense, assemble the Collateral and make the Collateral available to Secured Party at a convenient place acceptable to Secured Party and, after notice to Debtor as the result hereinafter provided and other reasonable notice to secured parties of an Event of Default or Specified Condition with respect to the Pledgorrecord, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one sell or more otherwise dispose of the following Collateral at public or private sale, without further notice or advertisement, at which sale Secured Party may become the purchaser. (c) Secured Party may demand that Debtor shall, upon receipt by Debtor of any proceeds covered hereby or of any check, draft, or other instrument representing the proceeds, forthwith and without further notice or demand deliver the same to Secured Party in the form in which the said items are received, endorsed by Debtor for payment to Secured Party. (d) Secured Party shall have and may exercise, from time to time, any and all rights and remedies: (i) remedies of a secured party under the Uniform Commercial Code of Illinois and any and all rights and remedies available to a secured party under any other applicable law law. (e) In the event of a sale or other disposition of the Collateral or the receipt of any proceeds of the Collateral by Secured Party, after all of the Indebtedness with appropriate interest and all costs and expenses of Secured Party with respect to Posted Collateral held by the Secured Party; (ii) any other rights possession and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation sale of the Secured Party to Transfer that Posted Collateral); and (iv) Collateral have been paid in full as appropriate, the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such noticesurplus, if any, as may shall be required under applicable lawpaid to Debtor by Secured Party, free and any Collateral remaining shall be transferred and reassigned to Debtor by Secured Party; and in the event of a deficiency, there shall be due from any claim Debtor and Debtor shall immediately pay to Secured Party the difference between the amounts received by Secured Party and the remaining sum secured hereby, plus all costs and expenses of Secured Party in repossessing, transporting, repairing, storing, selling or right otherwise handling the Collateral pursuant to such sale or other disposition. (f) All remedies hereunder shall be cumulative and not alternative. Debtor shall pay promptly the costs and expenses of Secured Party of collection of any nature whatsoever and all Indebtedness, enforcement of the Pledgorrights under this Agreement, including reasonable attorneys’ fees, and those costs, expenses, and attorneys’ fees incurred in appellate proceedings and expenses and attorneys’ fees on any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor actions otherwise with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedCollateral.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to 11.1 Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then dueDefault, the Secured Party Party, at its sole option, upon its declaration, and to the extent not inconsistent with applicable law, may exercise any one or more of the following rights and remedies:. (ia) The Secured Party may, at its option, without notice or demand, cause all of the Obligations including, without limitation, all principal and interest due or to become due under all Notes to become immediately due and payable and take immediate possession of the Collateral; for that purpose, the Secured Party may, so far as each Debtor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by of the Secured Party; (ii) any other rights . Each Debtor will, upon demand, assemble the Collateral and remedies make it available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held at a place and time designated by the Secured Party that is reasonably convenient to both parties. (b) The Secured Party may collect and receive all income and proceeds with respect to the Collateral and exercise all rights of any Debtor with respect thereto. (c) The Secured Party may sell, lease or any obligation otherwise dispose of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more at a public or private sales sale, with or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party without having the right to purchase any or all Collateral at the place of the Posted Collateral to be sold) sale, and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations upon such terms and in that order such manner as the Secured Party may electdetermine, and the Secured Party may purchase any Collateral at any such public sale or such private sale to the extent permitted by law. Each party acknowledges and agrees that Posted Unless the Collateral in the form of securities may threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to each Debtor prior written notice (which, accordinglyif given within ten (10) days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. Each Debtor agrees that, upon any such sale, the Pledgor is not entitled to prior notice Collateral shall be held by the purchaser free from all claims or rights of every kind and nature including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by each Debtor. In the event any consent, approval or authorization of any sale governmental agency is necessary to effectuate any such sale, each Debtor shall execute all applications or other instruments as may be required. (d) In any jurisdiction where the enforcement of that Posted Collateral by its rights hereunder is sought, the Secured PartyParty shall have, except any notice that is required in addition to all other rights and remedies, the rights and remedies of a secured party under applicable law and cannot be waivedthe Uniform Commercial Code.

Secured Party’s Rights and Remedies. If (a) Without limitation to the provisions of any other Loan Document, upon the occurrence and during the continuation of any Event of Default: (i) the Secured Party may, at any time (1) an Event time, declare all unpaid Obligations to be immediately due and payable without presentment, demand, protest or any other notice of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgorany kind, then, unless the Pledgor has paid in full all of its Obligations that which are then due, hereby expressly waived by Grantor; and (ii) the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party Secured Party under this Agreement, the Loan Documents, applicable law with or otherwise, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by Grantor. Grantor acknowledges and agrees that such rights and remedies include, but are not limited to, the right of Secured Party to sell or otherwise dispose of the Intellectual Property Collateral pursuant to any applicable Uniform Commercial Code. The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect to Posted of the Intellectual Property Collateral held shall be applied in such order and on such terms as determined by the Secured Party;. (iib) any other rights and remedies available Grantor agrees that Secured Party shall at all times have such royalty free licenses, to the extent permitted by law, for any Intellectual Property Collateral that shall be necessary or reasonably appropriate to permit the exercise of any of Secured Party under the terms of Other Posted Support, if any; (iii) Party's rights or remedies and shall additionally have the right to Set-off license and/or sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any amounts payable by of the Pledgor Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Secured Party in its sole discretion shall determine in connection with respect to any Obligations against any Posted Collateral or the Cash equivalent exercise of any Posted Collateral held by the Secured Party (of such rights or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedremedies.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (iA) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (iiB) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iiiC) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (ivD) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at Upon the occurrence of any time (1) an Event of Default or Specified Condition at any time thereafter, and subject to the provisions of the Confirmation Order and the Plan as applicable: (a) Secured Party may, at its option, declare all of the Indebtedness secured by this Agreement (notwithstanding any provisions of any agreement with respect to the Pledgor has occurred Indebtedness to the contrary) immediately due and is continuing payable without demand or notice of any kind, and the Indebtedness thereupon shall become due and payable immediately without demand or notice (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition but with such adjustments, if any, with respect to interest or other charges as may be provided for in the Pledgorpromissory notes or other writings evidencing the Indebtedness secured). (b) Secured Party and its agents are authorized to enter into and enter onto any premises where the Collateral may be located for the purpose of taking possession of the Collateral and any records thereof and Secured Party may, thenat its option, unless demand that Borrower, at Borrower’s expense, assemble the Pledgor has paid in full all Collateral and make the Collateral available to Secured Party at a convenient place acceptable to Secured Party and, after notice to Borrower as hereinafter provided and other reasonable notice to secured parties of its Obligations that are then duerecord, the Secured Party may exercise one sell or more otherwise dispose of the following Collateral at public or private sale, without further notice or advertisement, at which sale Secured Party may become the purchaser. (c) Secured Party may demand that Borrower shall, upon receipt by Borrower of any proceeds covered hereby or of any check, draft, or other instrument representing the proceeds, forthwith and without further notice or demand deliver the same to Secured Party in the form in which the said items are received, endorsed by Borrower for payment to Secured Party. (d) Secured Party may by written notice deem Borrower to have transferred the Collateral to Secured Party and to have constituted and appointed Secured Party its true and lawful attorney-in-fact with full and irrevocable power and authority in the name, place and stead of Borrower, from time to time, in Secured Party’s discretion to demand, collect, receive and give receipts for any and all monies due on the Collateral or due otherwise under or with respect to any of the Collateral and to endorse any checks or other instruments or orders and to file any claims and take any other action or proceeding deemed by Secured Party appropriate for the purpose of collecting any and all such monies whenever they may become payable. Secured Party may reasonably require Borrower to assist Secured Party in any and all such collections. (e) Secured Party shall have and may exercise, from time to time, any and all rights and remedies: (i) remedies of a secured party under the Uniform Commercial Code of Illinois and any and all rights and remedies available to a secured party under any other applicable law law. (f) Any notice of sale, disposition, or other intended action by Secured Party, mailed to Borrower at its business offices in Tampa, Florida or at any other address to which Borrower has requested in writing that notices be sent, at least five (5) business days prior to such action, shall constitute reasonable notice to Borrower. (g) In the event of a sale or other disposition of the Collateral or the receipt of any proceeds of the Collateral by Secured Party, after all of the Indebtedness with appropriate interest and all costs and expenses of Secured Party with respect to Posted Collateral held by the Secured Party; (ii) any other rights possession and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation sale of the Secured Party to Transfer that Posted Collateral); and (iv) Collateral have been paid in full as appropriate, the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such noticesurplus, if any, as may shall be required under applicable lawpaid to Borrower by Secured Party, free and any Collateral remaining shall be transferred and reassigned to Borrower by Secured Party; and in the event of a deficiency, there shall be due from any claim Borrower and Borrower shall immediately pay to Secured Party the difference between the amounts received by Secured Party and the remaining sum secured hereby, plus all costs and expenses of Secured Party in repossessing, transporting, repairing, storing, selling or right otherwise handling the Collateral pursuant to such sale or other disposition. (h) All remedies hereunder shall be cumulative and not alternative. Borrower shall pay promptly the costs and expenses of Secured Party of collection of any nature whatsoever and all Indebtedness, enforcement of the Pledgorrights under this Agreement, including reasonable attorneys’ fees, and those costs, expenses, and attorneys’ fees incurred in appellate proceedings and expenses and attorneys’ fees on any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor actions otherwise with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedCollateral.

Secured Party’s Rights and Remedies. If at 7.1 During the continuance of any time (1) Event of Default, the Secured Party may declare any or all of the Obligations to be immediately due and payable without presentment, demand, protest, or any other notice of any kind, all of which are hereby expressly waived by the Accommodation Party and Debtor. In addition to any other rights and remedies contained in this Agreement, the Secured Party will have all the rights and remedies of a secured party under the UCC and all other applicable law, and all the rights and remedies will be cumulative and nonexclusive to the extent permitted by law. The Accommodation Party and Debtor acknowledge that portions of the Collateral may be difficult to preserve and dispose of and may be subject to complex maintenance and management; accordingly, the Secured Party will have the widest possible latitude in exercising its rights and remedies under this Agreement. 7.2 On the occurrence of an Event of Default Default, the Secured Party may cause the Collateral to remain on the Accommodation Party’s or Specified Condition with respect Debtor’s premises, at the Accommodation Party’s and Debtor’s expense, pending sale or other disposition. The Secured Party, at its discretion, may conduct sales of the Collateral on the Accommodation Party’s or Debtor’s premises or elsewhere, at the Accommodation Party’s and Debtor’s expense. On the Secured Party’s request, the Accommodation Party and Debtor, at Debtor’s own expense, will assemble the Collateral and make it available to the Pledgor has occurred Secured Party at the places reasonably designated by the Secured Party from time to time. Any sale, lease, or other disposition of the Collateral, or any part of it, may be for cash or other value. The Accommodation Party and is continuing Debtor will execute and deliver, or (2) an Early Termination Date has occurred cause to be executed and delivered, all instruments, documents, assignments, deeds, waivers, certificates, and affidavits and will take all further action reasonably required by the Secured Party in connection with any sale, lease, or been designated other disposition of the Collateral. The Accommodation Party and Debtor hereby appoint the Secured Party as their attorney-in-fact to execute all such instruments, documents, assignments, deeds, waivers, certificates, and affidavits on behalf of Accommodation Party and Debtor and in their names. 7.3 At any sale, the Collateral may be sold in one lot or in separate lots as the result Secured Party may determine. The Secured Party will not be obligated to make any sale of any Collateral if the Secured Party determines not to do so, regardless of the fact that notice of sale was given. The Secured Party, without notice or publication, may adjourn any public or private sale or cause the sale to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale, without further notice, may be made at the time and place to which it was so adjourned. If any sale of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid, but the Secured Party will not incur any liability if any purchaser fails to pay for any Collateral so sold and, in the event of any such failure, the Collateral may be sold again. At any public sale, the Secured Party may (a) bid for or purchase, free (to the extent permitted by law) from any rights of redemption, stay, or appraisal on the Accommodation Party’s and Debtor’s part with regard to the Collateral offered for sale, (b) make payment on account thereof by using any claim then due and payable to the Secured Party from the Accommodation Party and Debtor as a credit against the purchase price, and (c) on compliance with the terms of sale, hold, retain, and dispose of that property without further accountability to the Accommodation Party and Debtor for it. 7.4 The Secured Party is hereby granted a license and the right to use, without charge during the continuance of an Event of Default and until the Obligations are fully and finally paid in cash, the Accommodation Party’s and Debtor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, advertising material, general intangibles, and other property of a similar nature in completing the production, advertising for sale, and sale of any Collateral. 7.5 Any notice required to be given by the Secured Party that is given at least ten (10) business days before a sale, lease, disposition or Specified Condition with respect other intended action by the Secured Party regarding any Collateral will constitute fair and reasonable notice to the PledgorAccommodation Party and Debtor of that action. A public sale in the following fashion will be conclusively presumed to be reasonable: (a) The sale is held in a county where any part of the Collateral is located or in which the Accommodation Party has a place of business; (b) The sale is conducted by auction, then, unless but it need not be by a professional auctioneer; (c) The Collateral is sold “as is” and without any preparation for sale; and (d) The Accommodation Party is given notice of the Pledgor has paid in full all public sale pursuant to the preceding sentence. 7.6 On the occurrence of its Obligations that are then duean Event of Default, the Secured Party may exercise one or more of the following will have with respect to accounts all rights and remediespowers to: (ia) Direct account debtors to make all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available payments directly to the Secured Party under the terms or otherwise demand payment of Other Posted Support, if anyany account; (iiib) Enforce payment by legal proceedings or otherwise; (c) Exercise the right to Set-off any amounts payable by the Pledgor Accommodation Party’s and Debtor’s rights and remedies with respect to any Obligations against actions or proceedings brought to collect any Posted Collateral account; (d) Sell or assign any account on the Cash equivalent of terms, for the amount, and at any Posted Collateral held by time or times that the Secured Party deems advisable; (e) Settle, adjust, compromise, extend, or renew any obligation of the Secured Party to Transfer that Posted Collateral)account; (f) Discharge or release any account; and (ivg) Prepare, file, and sign the right Accommodation Party’s and Debtor’s name on any proof of claim in bankruptcy or on any similar document against an account debtor, and to liquidate any Posted Collateral held by otherwise exercise the rights granted in this Agreement. 7.7 The Secured Party through one will have no obligation to (a) preserve any rights to the Collateral against any Person, (b) make any demand on or more public pursue or private sales exhaust any rights or other dispositions remedies against the Accommodation Party and Debtor or others with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever regard to payment of the PledgorObligations, including (c) to pursue or exhaust any equity rights or right remedies with regard to any of redemption by the Pledgor Collateral or any other security for the Obligations, or (with d) to marshal any assets in favor of the Secured Accommodation Party having the right to purchase and Debtor or any other Person against or in payment of any or all of the Posted Collateral Obligations. 7.8 The Accommodation Party and Debtor recognize that federal and state securities laws and other laws may limit the flexibility desired to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation achieve an otherwise commercially reasonable disposition of the Posted Collateral Collateral, and in the event of potential conflict between those laws and what in other circumstances might constitute commercial reasonableness, it is intended that consideration of the laws will prevail over attempts to achieve commercial reasonableness. In connection with any amounts payable by sale or other disposition of the Pledgor Collateral, the Secured Party’s compliance with respect the written advice of its lawyer concerning the potential effect of any law will not be cause for the Accommodation Party and Debtor, or any other Person, to any Obligations in claim that order as the sale or other disposition was not commercially reasonable. 7.9 On demand, the Accommodation Party and Debtor will pay the Secured Party may elect. Each party acknowledges all costs and agrees that Posted Collateral in the form expenses, including court costs and costs of securities may decline speedily in value and is of a type customarily sold on a recognized marketsale, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral incurred by the Secured PartyParty in exercising any of its rights or remedies under this Agreement, except together with interest at the highest rate then applicable to any notice that is required under applicable law and cannot be waivedof the Obligations from the date incurred until paid.

Secured Party’s Rights and Remedies. If at any time (1) After an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgoroccurs, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) will have all rights and remedies available to of a secured party after default under the UCC and other applicable law with respect law. Secured Party may, without waiving any default, do anything Debtor is required to Posted do by this Agreement and fails to do. Secured Party may require Debtor to assemble the Collateral held and make it available at a reasonably convenient place Secured Party designates. Except for the safe custody of any Collateral in its possession and accounting for moneys actually received by it, Secured Party will have no duty as to any Collateral, including any duty to preserve rights against prior parties. Debtor irrevocably appoints Secured Party Debtor's attorney-in-fact to endorse any checks or other instruments included in the Collateral, or to take any other action to enforce, collect or compromise the Collateral. Secured Party is not required to take possession of any Collateral prior to any sale, nor to have any Collateral present at any sale. Secured Party may sell part of the Collateral without waiving its right to proceed against the remaining Collateral. If any sale is not completed or is defective in the opinion of Secured Party; (ii) , Secured Party may make a subsequent sale of the same Collateral. Any xxxx of sale or other instrument evidencing any foreclosure sale will be prima facie evidence of factual matters stated or recited therein. If a sale of Collateral is conducted in conformity with customary practices of banks disposing of similar property, the sale will be deemed commercially reasonable, but Secured Party will have no obligation to advertise or to sell Collateral on credit. Written notice to Debtor mailed 10 days prior to public or private sale is reasonable notice. By exercising its rights, Secured Party will not become liable for, and Debtor will not be released from, any of Debtor's duties or obligations under the contracts and agreements included in the Collateral. Secured Party may purchase Collateral at any public sale, and may credit the purchase price against the Obligations. All remedies in this Agreement are cumulative of any and all other rights and legal, equitable or contractual remedies available to the Secured Party under the terms Party. Debtor WAIVES any rights to a marshaling of Other Posted Supportassets or sale in inverse order of alienation, if any; (iii) the right and any rights to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, notice except as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral provided in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedUCC.

Secured Party’s Rights and Remedies. If at any time (1) an So long as any Event of Default or Specified Condition with respect to the Pledgor has shall have occurred and is continuing or continuing: (21) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one may, at its option, without notice or more demand, cause all of the following Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by of the Secured Party; (ii2) any other rights the Debtor will, upon demand, assemble the Collateral and remedies make it available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held at a place and time designated by the Secured Party that is reasonably convenient to both parties; (or any obligation of 3) the Secured Party to Transfer that Posted Collateral); and (iv) may collect and receive all income and proceeds in respect of the Collateral and 11 exercise all rights of the Debtor with respect thereto, including without limitation the right to liquidate exercise all voting and corporate rights at any Posted Collateral held by meeting of the shareholders of the issuer of any Securities and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Securities as if the Secured Party through one were the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Securities upon the merger, consolidation, reorganization, recapitalization or more other readjustment of the issuer thereof, all without liability except to account for property actually received (but the Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing); (4) the Secured Party may sell, lease or otherwise dispose of the Collateral at a public or private sales sale, with or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party without having the right to purchase any or all Collateral at the place of the Posted Collateral to be sold) sale, and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations upon such terms and in that order such manner as the Secured Party may electdetermine, and the Secured Party may purchase any Collateral at any such sale. Each party acknowledges and agrees that Posted Unless the Collateral in the form of securities may threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to the Debtor prior written notice (which, accordinglyif given within five days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. The Debtor agrees that upon any such sale the Collateral shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Pledgor Debtor shall execute all applications or other instruments as may be required; and (5) in any jurisdiction where the enforcement of its rights hereunder is not entitled to prior notice of any sale of that Posted Collateral by sought, the Secured PartyParty shall have, except in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code. (2) Prior to any notice that is required under applicable law disposition of Collateral pursuant to this Agreement the Secured Party may, at its option, cause any of the Collateral to be repaired or reconditioned (but not upgraded unless mutually agreed) in such manner and cannot be waivedto such extent as to make it saleable.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party;, (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any;, (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); , and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, ,the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Each Secured Party may exercise one or more of the following rights and remedies: (i) shall have all rights and remedies available to a secured party it under the New Security Agreement and applicable law with respect to Posted the security interests in any of the Intellectual Property Collateral held by the Secured Party; (ii) or any other rights and remedies available collateral. Notwithstanding any other provision herein to the contrary, each Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted it shall be subject to the provisions of Sections 7.3 and 7.17 of the New Security Agreement for purposes for enforcing this Agreement. The Company agrees that such rights and remedies include, but are not limited to, the right of Secured Party as a secured party to sell or otherwise dispose of its collateral after default pursuant to the UCC. The Company agrees that Secured Party shall at all times have such royalty free licenses, to the extent permitted by law, for any Intellectual Property Collateral that shall be reasonably necessary to permit the exercise of any of Secured Party’s respective rights or remedies upon or after the occurrence of an Event of Default and shall additionally have the right to license and/or sublicense any Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as such Secured Party in its sole discretion shall determine in connection with the exercise of any of such rights or remedies. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, each Secured Party shall have the right but shall in no way be obligated to bring suit, or to take such other action as such Secured Party deems necessary or advisable, in the form name of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Company or such Secured Party, except to enforce or protect any notice of the Intellectual Property Collateral, in which event the Company shall, at the request of such Secured Party, do any and all lawful acts and execute any and all documents required by such Secured Party in aid of such enforcement. To the extent that Secured Party shall elect not to bring suit to enforce such Intellectual Property Collateral, the Company agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation or violations thereof by others and for that purpose agrees take commercially reasonable steps to maintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of the Intellectual Property Collateral the application of which is required under applicable law and cannot otherwise provided for herein, shall be waivedapplied as provided in the New Security Agreement.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies:; (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default as hereinabove set forth, Secured Party may exercise all rights or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations remedies that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to have as a secured party under applicable the Uniform Commercial Code as adopted in each state in which any Collateral is located. (b) Upon the occurrence of any Event of Default, Secured Party may sell, lease or otherwise dispose of all or any part of the Collateral upon any terms which are commercially reasonable. Secured Party shall give fifteen (15) days' prior written notice to Debtor of the time and place of any public sale of the Collateral, or of the time after which a private sale or other disposition of the Collateral is to be made. (c) All proceeds from the sale or other disposition of the Collateral, and all other amounts received by Secured Party pursuant to the terms of this Agreement, unless otherwise expressly required by law or regulation, shall be applied as follows: (1) First, to the payment of all expenses reasonably incurred by Secured Party in connection with any sale or disposition of the Collateral, including, but not limited to, the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, and all court costs and all reasonable legal fees of Secured Party in connection therewith; (2) Second, to the payment of all obligations of Debtor to Secured Party arising under the Note which have come due and are unpaid; and (3) Third, the balance, if any, to Debtor. (d) No delay or omission by Secured Party in exercising any right or remedy hereunder or with respect to Posted Collateral held by the any obligation of Debtor to Secured Party secured hereunder shall operate as a waiver thereof or of any other right or remedy available to Secured Party; (ii) , and no single or partial exercise thereof shall preclude any other rights and remedies available or further exercise thereof or the exercise of any other right or remedy. Secured Party, in its sole discretion, on at least three (3) days' prior written notice to Debtor, may (but shall have no obligation to) remedy any Event of Default by Debtor hereunder or with respect to any obligation of Debtor to the Secured Party under or any other person, firm, corporation or other entity in any reasonable manner without waiving the terms Event of Other Posted SupportDefault remedied and without waiving any other prior or subsequent Event of Default by Debtor, if any; (iii) the right to Setand shall be reimbursed for its necessary and reasonable out-off of-pocket expenses in so remedying any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the such Event of Default. All rights and remedies of Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedhereunder are cumulative.

Secured Party’s Rights and Remedies. If at (a) So long as any time (1) an Event of Default or Specified Condition with respect to the Pledgor has shall have occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then duebe continuing, the Secured Party may exercise one or more shall have all of the following rights and remedies: (i) The Secured Party may, at its option, without notice or demand (other than as provided for in the Credit Agreement), cause all of the Obligations to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Debtors can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by of the Secured Party;. (ii) any other rights Each Debtor will, upon demand, assemble the Collateral and remedies make it available to the Secured Party under at such places and times designated by the terms of Other Posted Support, if any;Secured Party that are reasonably convenient to both parties. (iii) The Secured Party may collect and receive all income and proceeds in respect of the Collateral and exercise all rights of any Debtor with respect thereto, including without limitation the right to Set-off exercise all voting and corporate rights at any amounts payable by meeting of the Pledgor with respect shareholders of the issuer of any Securities and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by Securities as if the Secured Party were the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, all without liability except to account for property actually received (or any obligation of but the Secured Party shall have no duty to Transfer that Posted Collateralexercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing); and. (iv) the right to liquidate any Posted Collateral held by the The Secured Party through one may sell, lease or more otherwise dispose of the Collateral at a public or private sales sale, with or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party without having the right to purchase any or all Collateral at the place of the Posted Collateral to be sold) sale, and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations upon such terms and in that order such manner as the Secured Party may electdetermine, and the Secured Party may purchase any Collateral at any such sale. Each party acknowledges and agrees that Posted Unless the Collateral in the form of securities may threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to the Debtors prior written notice (which, accordinglyif given within ten days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. Each Debtor agrees that upon any such sale the Collateral shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Debtors. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Pledgor Debtors shall execute all applications or other instruments as may be required. (v) In any jurisdiction where the enforcement of its rights hereunder is sought, the Secured Party shall have, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code. (b) So long as any Event of Default shall have occurred and be continuing, prior to any disposition of Collateral pursuant to this Agreement the Secured Party may, at its option, cause any of the Collateral to be repaired or reconditioned (but not upgraded unless mutually agreed) in such manner and to such extent as to make it salable. (c) The Secured Party is hereby granted a license or other right to use, so long as any Event of Default shall have occurred and be continuing, without charge, any Debtor's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, relating to the Collateral, in completing production of, advertising for sale and selling any Collateral; and (subject to Section 2(b)) all Debtors' rights under all licenses and all franchise agreements shall inure to the Secured Party's benefit. (d) Each Debtor recognizes that the Secured Party may be unable to effect a public sale of all or a part of the Securities by reason of certain prohibitions contained in the Securities Act of 1933 (as amended from time to time, the "Securities Act") or the securities laws of various states (the "Blue Sky Laws"), but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, other things, to acquire the Securities for their own account, for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges that private sales so made may be at prices and upon other terms less favorable to the seller than if the Securities were sold at public sales. Each Debtor agrees that the Secured Party has no obligation to delay sale of any of the Securities for the period of time necessary to permit the Securities to be registered for public sale under the Securities Act or the Blue Sky Laws, and that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (e) So long as any Event of Default shall have occurred and be continuing, the Secured Party shall be entitled to prior notice retain and to apply the proceeds of any sale disposition of the Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including attorneys' fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Secured Party shall determine. Any surplus remaining after such application shall be paid to the Debtors or to whomever may be legally entitled thereto, provided that Posted in no event shall any Debtor be credited with any part of the proceeds of the disposition of the Collateral until such proceeds shall have been received in cash by the Secured Party, except . The Debtor shall remain liable for any notice that is required under applicable law and cannot be waiveddeficiency.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect Default, and subject to any applicable requirements contained in the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more organizational documents of the following rights and remediesPledged Entities: (iA) Secured Party shall thereupon have, in addition to all other rights provided herein and in the Loan Documents, subject to any necessary approval of the FCC, the rights and remedies available to of a secured party under the Uniform Commercial Code in effect in the Commonwealth of Virginia, and further, Secured Party may, without demand and without advertisement, notice or legal process of any kind (except as may be required hereunder or by applicable law with respect Law), all of which Pledgor waives, at any time or times, sell and deliver any portion or all of the Collateral, including, without limitation, the right to Posted Collateral receive all profits, Distributions, income, revenues and proceeds of the Membership Interests attributable to the Membership Interests, at public or private sales held by the or for Secured Party;, for cash, upon credit or otherwise, at such prices and upon such terms as Secured Party deems advisable, at its sole discretion. Secured Party or any affiliate of Secured Party may be the purchaser at any sale as described above, free from the right of redemption after such sale, which right of redemption Pledgor also waives. Secured Party may, if it deems it reasonable, postpone or adjourn any sale of the Collateral from time to time by an announcement at the time and place of such postponed or adjourned sale, without being required to give a new notice of sale. Pledgor agrees that Secured Party has no obligation to preserve rights to the Collateral against prior parties or to marshall any Collateral for the benefit of any person or entixx. (B) In addition thereto, Pledgor further agrees (i) in the event that notice is necessary under applicable Law, written notice mailed to Pledgor in the manner specified in Section 16 hereof not less than 20 Business Days prior to the date of public sale of any of the Collateral subject to the security interest created herein or prior to the date after which private sale or any other disposition of said Collateral will be made shall constitute reasonable notice, but notice given in any other reasonable manner or at any other time shall be sufficient; (ii) without precluding any other rights and remedies available to methods of sale, the sale of Collateral shall have been made in a commercially reasonable manner if conducted in conformity with reasonable commercial practices of lenders disposing of similar property but Secured Party under the may sell on such terms as it may choose without assuming any credit risk and without any obligation to advertise or give notice of Other Posted Support, if any; any kind; and (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent proceeds of any Posted such sale or disposition shall be applied first to the satisfaction of Secured Party's attorneys' fees, legal expenses, and other costs and expenses incurred in connection with the taking, retaking, holding, preparing for sale and selling of the Collateral held by and second to the payment (in whatever order Secured Party (or any obligation elects) of the Secured Party to Transfer that Posted Collateral); and (iv) Obligations. After the right to liquidate any Posted Collateral held by the application of all such proceeds as aforesaid, Secured Party through one or more public or private sales or other dispositions with such noticewill return any excess to Pledgor. To the extent permitted by applicable Law, if anyPledgor waives all claims, as may be required under applicable law, free from any claim or right of any nature whatsoever damages and demands against Secured Party arising out of the Pledgorrepossession, including any equity retention or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all sale of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may electCollateral. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.Membership Interests Pledge Agreement/Shenandoah Telecommunications Company Loan No. ML0743

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor LP has occurred and is continuing under the LP Swap or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition a Termination Event with respect to LP under the PledgorLP Swap, then, unless the Pledgor LP has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law (but subject to Paragraph 2) with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iviii) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: : (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; ; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; ; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at (a) So long as any time (1) an Event of Default or Specified Condition with respect to the Pledgor has shall have occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of any and all remedies under the following rights Loan Documents and remediesunder law and equity including the following: (i) the Secured Party may, at its option, accelerate all Obligations and declare the same to be immediately due and payable, take immediate possession of the Collateral, and for that purpose the Secured Party may, so far as the Guarantor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by of the Secured Party; (ii) any other rights the Guarantor will, upon demand, assemble the Collateral and remedies make it available to the Secured Party under at a place and time designated by the terms of Other Posted Support, if anySecured Party that is reasonably convenient to both parties; (iii) the Secured Party may collect and receive all income and proceeds in respect of the Collateral and exercise all rights of the Guarantor with respect thereto, including, without limitation the right to Set-off exercise all voting and corporate rights at any amounts payable by meeting of the Pledgor with respect shareholders of the issuer of any Securities and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by Securities as if the Secured Party were the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, all without liability except to account for property actually received (or any obligation of but the Secured Party shall have no duty to Transfer that Posted Collateralexercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing); and; (iv) the right to liquidate any Posted Collateral held by the Secured Party through one may sell, lease or more otherwise dispose of the Collateral at a public or private sales sale, with or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party without having the right to purchase any or all Collateral at the place of the Posted Collateral to be sold) sale, and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations upon such terms and in that order such manner as the Secured Party may electdetermine, and the Secured Party may purchase any Collateral at any such sale. Each party acknowledges and agrees that Posted Unless the Collateral in the form of securities may threatens to decline speedily rapidly in value and or is of a the type customarily sold on a recognized market, andthe Secured Party shall send to the Guarantor prior written notice (which, accordinglyif given within five days of any sale, shall be deemed to be reasonable) of the time and place of any public sale of the Collateral or of the time after which any private sale or other disposition thereof is to be made. The Guarantor agrees that upon any such sale the Collateral shall be held by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and all such equity of redemption and similar rights are hereby expressly waived and released by the Guarantor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Pledgor Guarantor shall execute all applications or other instruments as may be required; and (v) in any jurisdiction where the enforcement of its rights hereunder is sought, the Secured Party shall have, in addition to all other rights and remedies, the rights and remedies of a secured party under the Uniform Commercial Code. (b) Prior to any disposition of Collateral pursuant to this Agreement the Secured Party may, at its option, cause any of the Collateral to be repaired or reconditioned (but not upgraded unless mutually agreed) in such manner and to such extent as to make it saleable. (c) The Secured Party is hereby granted a license or other right to use, without charge, the Guarantor’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any property of a similar nature, relating to the Collateral, in completing production of, advertising for sale and selling any Collateral; and the Guarantor’s rights under all licenses and all franchise agreements shall inure to the Secured Party’s benefit. (d) The Secured Party shall be entitled to prior notice retain and to apply the proceeds of any sale disposition of the Collateral, first, to its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including attorneys’ fees and other legal expenses incurred by it in connection therewith; and second, to the payment of the Obligations in such order of priority as the Secured Party shall determine. Any surplus remaining after such application shall be paid to the Guarantor or to whomever may be legally entitled thereto, provided that Posted in no event shall the Guarantor be credited with any part of the proceeds of the disposition of the Collateral until such proceeds shall have been received in cash by the Secured Party, except . The Guarantor shall remain liable for any notice that is required under applicable law and cannot be waiveddeficiency.

Secured Party’s Rights and Remedies. If (a) Secured Party, at any time (1) time, either before or after an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remediesDefault: (i) may require Debtor to deposit in a special account at a bank to be designated by Secured Party in the name of Secured Party and styled "Collateral Account" any and all rights and remedies available to a secured party under applicable law payments received by Debtor with respect to Posted Collateral held by the Collateral. Funds in such account are hereby assigned to Secured Party and shall be impressed with the lien hereof to secure the Secured PartyIndebtedness; (ii) may, at the sole option of Secured Party, discharge taxes, liens and interest, perform or cause to be performed, for and on behalf of Debtor, any actions and conditions, obligations or covenants which Debtor has failed or refused to perform, and may pay for the repair, maintenance or preservation of any of the Coilateral, and may do all other things deemed necessary by Secured Party to perfect the security interest granted hereby and to preserve, collect, enforce and protect the Collateral and any insurance proceeds thereof, and may exercise all rights of Debtor in the Collateral, and Debtor hereby appoints Secured Party its attorney-in-fact for such purposes, and all sums expended therefor, including, but not limited to, attorneys' fees, court costs, agents' fees or commissions, or any other costs or expenses, shall become part of the Secured Indebtedness, shall bear interest from the date of payment at the highest lawful rate and shall be payable at the place designated for payment of the Secured Indebtedness and shall be secured by this Security Agreement; and (iii) may, in its sole discretion, require Debtor to give possession or control of the Collateral to Secured Party; endorse as Debtor's agent any instruments, documents, or accounts relating to the Collateral; contact account debtors directly to verify accounts; notify account debtors and any other parties liable under the Collateral to make payment directly to Secured Party; take control of the Collateral or proceeds thereof, including, without limitation, stock or cash dividends or stock splits, and use cash proceeds to reduce any part of the Secured Indebtedness; exchange any of the Collateral for any other property upon any merger, consolidation, reorganization, recapitalization, or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms as Secured Party may determine; and may require Debtor to use its best efforts to cause the issuer of the Collateral to register any or all of the Collateral under applicable securities laws, at the expense of Debtor or such issuer. (b) In the event of the occurrence of any Event of Default, Secured Party may, at its option, in addition to the rights and remedies available provided in Section 7(a) hereof, without demand, presentment, notice of intention to accelerate, notice of acceleration or any other notice (which is fully waived): (i) declare the entire unpaid balance of the principal of the Secured Indebtedness to be in default and immediately due and payable, together with all accrued and unpaid interest thereon, reasonable attorneys' fees and all other collection charges; (ii) in addition to the Secured Party rights and remedies provided in this Security Agreement, or in any other agreement, instrument or undertaking executed by Debtor, invoke the rights and remedies of a secured party under the terms of Other Posted Support, if anyU.C.C. and any and all other laws; (iii) open and dispose of all mail addressed to Debtor and notify postal authorities to change the right address for delivery thereof to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the such address as Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); andmay designate; (iv) take possession and dispose of all or any portion of the right to liquidate any Posted Collateral held by the Secured Party through one or more Collateral, at public or private sales or other dispositions with such notice, if anysale, as may be required under applicable lawa unit or in parcels, upon any terms and prices and in any order, free from any claim or right of any nature whatsoever of the Pledgor, kind including any equity or right of redemption by the Pledgor (with the of Debtor, ANY SUCH DEMAND, RIGHT OR EQUITY BEING EXPRESSLY WAIVED AND RELEASED: and for such purpose Secured Party having may maintain all or any part of the Collateral on Debtor's premises for such period of time as may be reasonably necessary without any charge whatsoever. Upon Secured Party's demand, Debtor will take all steps necessary to prepare the Collateral (including without limitation making any repairs to the Collateral requested by Secured Party) for and otherwise assist in any proposed disposition of the Collateral; and assemble the Collateral and make it available to Secured Party at a reasonably convenient location. Any disposition of the Collateral may be made by way of one or more contracts and at any such disposition it shall not be necessary to exhibit the Collateral. (c) In addition: (i) Secured Party shall not be liable for any act or omission on the part of Secured Party, its officers, agents, or employees, except for wlilful misconduct. All rights and remedies of Secured Party hereunder are cumulative and may be exercised singly or concurrently. The exercise of any right to purchase or remedy will not be a waiver of any or other; (ii) the rights, titles, interests, liens and securities of Secured Party hereunder shall be cumulative of all of the Posted Collateral securities, rights, titles, interests or liens which Secured Party may now or at any time hereafter hold securing the payment of the Secured Indebtedness, or any part thereof; (iii) Secured Party is hereby expressly authorized to apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Debtor hereby expressly consents to any such appointment; (iv) Secured Party shall be sold) and entitled to apply the proceeds (of any sale or the Cash equivalent thereof) from the liquidation other disposition of the Posted Collateral to any amounts payable Collateral, and the payments received by the Pledgor Secured Party with respect to any Obligations of the Collateral, first to the payment of all its reasonable expenses, including attorneys' fees and legal expenses, incurred in that order as holding and preparing the Collateral, or any part thereof, for sale or other disposition, in arranging for such sale or other disposition, and in actually selling the same, and next toward payment of the balance of the Secured Indebtedness in such order and manner as Secured Party in its sole discretion may electdeem advisable. Each party acknowledges and agrees that Posted Collateral Secured Party shall account to the Debtor for any surplus. If the proceeds are not sufficient to pay the Secured Indebtedness in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordinglyfull, the Pledgor is not entitled to prior notice of Debtor shall remain liable for any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waiveddeficiency.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Each Secured Party may exercise one or more of the following rights and remedies: (i) shall have all rights and remedies available to a secured party it under the New Security Agreement and applicable law with respect to Posted the security interests in any of the Intellectual Property Collateral held by the Secured Party; (ii) or any other collateral. The Company agrees that such rights and remedies available include, but are not limited to, the right of Secured Party as a secured party to sell or otherwise dispose of its collateral after default pursuant to the UCC. The Company agrees that Secured Party under shall at all times have such royalty free licenses, to the terms extent permitted by law, for any Intellectual Property Collateral that shall be reasonably necessary to permit the exercise of Other Posted Support, if any; (iii) any of Secured Party’s respective rights or remedies upon or after the occurrence of an Event of Default and shall additionally have the right to Set-off license and/or sublicense any amounts payable by Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Pledgor Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as such Secured Party in its sole discretion shall determine in connection with respect to any Obligations against any Posted Collateral or the Cash equivalent exercise of any Posted Collateral held by of such rights or remedies. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, each Secured Party (shall have the right but shall in no way be obligated to bring suit, or any obligation to take such other action as such Secured Party deems necessary or advisable, in the name of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one Company or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except to enforce or protect any notice of the Intellectual Property Collateral, in which event the Company shall, at the request of such Secured Party, do any and all lawful acts and execute any and all documents required by such Secured Party in aid of such enforcement. To the extent that Secured Party shall elect not to bring suit to enforce such Intellectual Property Collateral, the Company agrees to use all reasonable measures, whether by action, suit, proceeding or otherwise, to prevent the infringement, misappropriation or violations thereof by others and for that purpose agrees take commercially reasonable steps to maintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) The cash proceeds actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of the Intellectual Property Collateral the application of which is required under applicable law and cannot otherwise provided for herein, shall be waivedapplied as provided in the New Security Agreement.

Secured Party’s Rights and Remedies. A. If any Event of Default shall have occurred Secured Party’s obligation to make any Advances shall automatically terminate and Secured Party may elect to take at any time any or all of the following actions: (1i) accelerate and declare all or a portion of the Obligations immediately due and payable, whereupon the entire unpaid Notes, together with all accrued and unpaid interests thereon (including the Default Interest Rate), and all other cash obligation hereunder, shall become immediately due and payable, and (ii) set off any amounts owed by the Secured Party or any Affiliate of the Secured Party (each of which is an Event of Default or Specified Condition with respect intended third party beneficiary hereunder), to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as Borrower whatsoever against any amounts owed by the result Borrower to the Secured Party hereunder. B. Upon the occurrence of an Event of Default or Specified Condition with respect to the PledgorDefault, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may seek relief from the automatic stay to exercise one or more of the following rights any and remedies: (i) all rights and remedies available provided under the Loan Documents, the Financing Order, and, subject to a secured party under applicable law with respect Bankruptcy Court authorization, may (i) take possession of and collect the Collateral or to Posted Collateral held by the Secured Party; render it unusable; or (ii) require Borrower to make the Collateral available at a place Secured Party designates in writing which is mutually convenient, to allow Secured Party to take possession or dispose of the Collateral. Secured Party’s remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may electhave under any Loan Document or at law or in equity. Each party acknowledges Recourse to the Collateral shall not be required. C. Any motion or request for relief under 11 U.S.C. §§ 362, 363 or 364 related to the Obligations or the Collateral may be set for hearing upon not less than ten (10) court days’ notice to Borrower, Prepetition Lender (including the California Department of Resources Recycling and agrees that Posted Collateral Recovery), the United States Trustee, and any official committee appointed in this case (or if no committee has been appointed, to the twenty largest creditors in the form Bankruptcy Case. D. Upon the occurrence of securities may decline speedily in value and is an Event of a type customarily sold on a recognized marketDefault, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party’s consent to Borrower’s use of Collateral and cash collateral shall automatically terminate and Secured Party shall be deemed to have objected to, except any notice that is required under applicable law and cannot be waivedshall no longer consent to Borrower’s use of cash collateral.

Secured Party’s Rights and Remedies. If (a) Upon notice to Debtor, Secured Party may at any reasonable time and from time to time enter upon the premises where the Collateral is located and inspect such Collateral, and Debtor shall assist Secured Party in any way requested by Secured Party to make any such inspection. (1b) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect Default, in addition to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the provided hereunder, Secured Party shall have and may exercise all of the rights and remedies provided by the Uniform Commercial Code in effect in the State of Florida at the date of the execution of this Agreement, and such other rights and remedies in respect thereof which it may have at law or in equity or under the terms of Other Posted Supportthis Agreement, if any; (iii) including without limitation the right to Set-off enter any amounts payable by premises where any Collateral is located and take possession of the Pledgor with respect same without demand or notice and without prior judicial hearing or legal proceedings, which Debtor hereby expressly waives, and to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (sell all or any obligation portion of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more at public or private sales sale without prior notice to Debtor except as otherwise required by law (and if notice is required by law, after ten days' prior written notice) at such place or other dispositions with places and at such noticetime or times and in such manner and upon such terms, if anywhether for cash or on credit, as Secured Party in its sole discretion may be required under applicable lawdetermine. Upon any such sale of any of the Collateral, Secured Party may purchase all or any of the Collateral being sold, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the redemption. Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to shall apply the proceeds (or of any such sale and any proceeds received by Secured Party to the Cash equivalent thereof) Obligations. If such proceeds are insufficient to pay the amounts required by law, Debtor shall be liable for any deficiency in the amount so realized from the liquidation Collateral. (c) In addition, in any such event, Debtor shall promptly upon demand by Secured Party assemble its Collateral and make it available to Secured Party at the chief executive office of Debtor. The right of Secured Party under this Section to have the Collateral assembled and made available to it is of the Posted essence of this Agreement and Secured Party may, at its election, enforce such right by an action in equity for specific performance. (d) Debtor, to the extent that it has any right, title or interest in any of the Collateral, waives and releases any right to require Secured Party to collect any of the Obligations from any other of the Collateral under any theory of marshalling of assets, or otherwise, and specifically authorizes Secured Party to apply any amounts payable by of the Pledgor with respect to Collateral against any of the Obligations in any manner that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waiveddetermine.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under the applicable law and cannot be waived.

Secured Party’s Rights and Remedies. If at any time (1) an Event Secured Party shall have all rights and remedies of Default or Specified Condition with respect to a secured party under applicable laws. Without limiting those rights and remedies, upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default (subject to applicable cure periods): (1) Without notice or Specified Condition with respect demand to Obligor, Secured Party shall be entitled to notify Obligor’s account debtors and obligors to make all payments directly to Secured Party, and Secured Party shall have the Pledgorright to take all actions that Secured Party reasonably considers necessary or desirable to collect upon the Collateral, thenincluding, unless the Pledgor has paid in full all of its Obligations that are then duewithout limitation, the prosecuting actions against, or settling or compromising disputes and claims with, Obligor’s account debtors and obligors, (2) without notice or demand to Obligor, Secured Party may exercise one or more receive, open, dispose of and notify the postal authorities to change the address of, mail directed to Obligor, and (3) upon Secured Party’s demand, Obligor shall immediately deliver to Secured Party, at the place that Secured Party designates, all proceeds of the following rights Collateral and remedies:all books, records, agreements, leases, documents and instruments that evidence or relate to the Collateral. (ib) all Obligor, upon Secured Party’s demand, shall assemble the Collateral and proceeds of Collateral at Debtor’s place of business, and Secured Party may dispose of the Collateral in any commercially reasonable manner. Any notification that Secured Party is required to give to Obligor regarding sale or other disposition of Collateral shall be considered reasonable if it is mailed at least 10 days before the sale or other disposition. In connection with a disposition of Collateral, Secured Party may comply with the requirements of an applicable state or federal law or regulation, and such compliance shall not cause the disposition to not be commercially reasonable. (c) Secured Party shall have the right (but no obligation) to continue or complete the manufacturing or processing of, or other operations in connection with, any part of the Collateral, and, for that purpose, to enter and remain upon or in any land or buildings that are possessed by Obligor or that Obligor has the right to possess. Obligor shall reimburse Secured Party on demand for any net expense that Secured Party incurs in connection with those activities and shall pay to Secured Party interest on each net expense, from the date on which Secured Party incurred the expense, at the Default Rate. The proceeds of any collection or disposition of Collateral shall be applied first to Secured Party's attorney fees and expenses, as provided in Paragraph 8 of this Agreement, then to the unpaid interest accrued on the Indebtedness and then to the principal of the Indebtedness, and Obligor shall be liable for any deficiency. Secured Party does not have any obligation to prepare or process any Collateral for sale or other disposition. If Secured Party sells any of the Collateral on credit, then Obligor will be credited only with payments that the purchaser actually makes and that Secured Party receives and applies to the unpaid balance of the purchase price of the Collateral. If the purchaser fails to pay for the Collateral, then Secured Party may again dispose of the Collateral and apply the proceeds in accordance with this paragraph. All rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the of Secured Party under this Agreement, whether or not exercisable only on default, shall be cumulative and may be exercised from time to time. No delay by Secured Party in the terms exercise of Other Posted Supportany right or remedy shall operate as a waiver thereof, if any; (iii) the and no single or partial exercise of any right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or remedy shall preclude other or further exercise thereof or the Cash equivalent exercise of any Posted Collateral held by the Secured Party (other right or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedremedy.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect Default, in addition to the Pledgorall other rights and remedies provided hereunder, then, unless the Pledgor has paid in full Secured Party shall have and may exercise all of its Obligations that are then duethe rights and remedies provided by the Uniform Commercial Code in effect in the State of New York at the date of the execution of this Security Agreement, the and any other applicable law, and, in conjunction with, in addition to, or in substitution therefor, Secured Party shall have and may exercise one or more of the following rights and remedies: (ia) Secured party may notify or require Debtor to notify the account debtors of the assignment and security interest in its receivables, and to have payments thereon made directly to Secured Party in accordance with the terms of this Security Agreement; (b) Secured Party may (but shall not be required), alone or in conjunction with Debtor, take any or all rights and remedies available action necessary to a secured party under applicable law collect or receive any money or property at any time payable or receivable on account of or in exchange for the Collateral, including the right to compromise, settle, extend or otherwise modify the terms of payment owed with respect to Posted any of the Collateral, and to apply the proceeds thereof in the order, amounts and manner which Secured Party may determine in its sole discretion. In exercising such right, Secured Party may open and dispose of mail addressed to Debtor and execute, sign and endorse negotiable and other instruments for the payment of money or other evidences of payment, on behalf of and in the name of Debtor, for which this shall be deemed a sufficient power of attorney; (c) Secured Party may require Debtor to pay and deliver to Secured Party, immediately upon collection and receipt thereof by Debtor, all proceeds arising from the Collateral held or may require Debtor to deposit all such proceeds in a bank selected by Secured Party in a collateral account acceptable to Secured Party. Until the proceeds from the Collateral have been paid and delivered to Secured Party or deposited in the bank as hereinabove provided, Debtor shall hold such proceeds for and on behalf of Secured Party separate and apart from Debtor's other funds or property, and shall not mingle such proceeds with any other such funds or property. Secured Party shall promptly apply all of such proceeds against the obligations, liabilities and indebtedness of Debtor to Secured Party in the order, amounts and manner which Secured Party may determine in its sole discretion; (d) Secured Party may require Debtor not to modify any agreements respecting the Collateral nor to bring suit to enforce payment thereon without giving Secured Party five (5) days advance written notice thereof or without first having received written consent to do so from Secured Party; (iie) any other rights and remedies available The entire unpaid indebtedness of Debtor to the Secured Party under secured hereby, together with all interest accrued thereon, shall become immediately due and payable as provided in the terms of Other Posted Support, if anyNotes; (iiif) Secured Party may enter upon Debtor's premises to take possession of, assemble and collect the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or to render it unusable; (g) Secured party may require Debtor to assemble the Cash equivalent of any Posted Collateral held by the and to make it available to Secured Party (or at any obligation of the reasonable place Secured Party designates and to allow Secured Party to Transfer that Posted take possession of or dispose of such Collateral); and (ivh) the right to liquidate any Posted Collateral held by the Secured Party through one may in its sole discretion, sell, assign and deliver all or more any part of the Collateral at any public or private sales sale without notice or other dispositions with advertisement, at such noticeprices as Secured Party may deem best, if anyand for cash or on credit or for future delivery (without assumption of any credit risk) and bid and become a purchaser at any such sale, as may be required under applicable law, any purchaser including Secured Party so purchasing all or part of the Collateral to hold the same free from any claim or right of any nature whatsoever of the Pledgorwhatsoever, including any equity or right of redemption by the Pledgor (with the and Secured Party having may make payment on account thereof by using any claim for moneys when due and payable by Debtor to Secured Party, and if notice to the right Debtor is required, written notice mailed to purchase any or all Debtor at its business address as hereinabove set forth, at least ten (10) business days prior to the date of public sale of the Posted Collateral to will be sold) made, shall constitute reasonable notice; and to Secured Party may apply the proceeds (or the Cash equivalent thereof) from the liquidation of any disposition of the Posted Collateral to any available for satisfaction of the indebtedness secured hereby in the order, amounts payable by the Pledgor with respect to any Obligations in that order as the and manner which Secured Party may elect. Each party acknowledges and agrees that Posted Collateral determine in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedits sole discretion.

Secured Party’s Rights and Remedies. If at any time (1a) an Event of Default or Specified Condition with respect to Upon the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result occurrence of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then dueas hereinabove set forth, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and or remedies available to that the Secured Party may have as a secured party under applicable the Uniform Commercial Code as adopted in the State of California. (b) Upon the occurrence of an Event of Default as hereinabove set forth, the Secured Party may, at its option, (i) retain for its own commercial use all or any portion of the Collateral upon terms that are commercially reasonable; provided that upon such retention the Note and the Credit Facility Note shall be credited as fully paid, and/or (ii) sell, lease or otherwise dispose of all or any part of the Collateral upon any terms which are commercially reasonable. Secured Party shall give fifteen (15) days prior written notice to Debtor of the time and place of any public sale of the Collateral, or of the time after which a private sale or other disposition of the Collateral is to be made. (c) All proceeds from the sale or other disposition of the Collateral, and all other amounts received by Secured Party pursuant to the terms of this Agreement, unless otherwise expressly required by law or regulation, shall be applied as follows: (1) First, to the payment of all expenses reasonably incurred by Secured Party in connection with any sale or disposition of the Collateral, including, but not limited to, the expenses of taking, advertising, processing, preparing and storing the Collateral to be sold, and all court costs and all reasonable legal fees of Secured Party in connection therewith; (2) Second, to the payment of all obligations of Debtor to Secured Party arising under the Note which have come due and are unpaid; and (3) Third, the balance, if any, to Debtor. (d) No delay or omission by Secured Party in exercising any right or remedy hereunder or with respect to Posted Collateral held by the any obligation of Debtor to Secured Party secured hereunder shall operate as a waiver thereof or of any other right or remedy available to Secured Party; (ii) , and no single or partial exercise thereof shall preclude any other rights and remedies available or further exercise thereof or the exercise of any other right or remedy. Secured Party, in its sole discretion, on at least three (3) days prior written notice to Debtor, may (but shall have no obligation to) remedy any Event of Default by Debtor hereunder or with respect to any obligation of Debtor to the Secured Party under or any other person, firm, corporation or other entity in any reasonable manner without waiving the terms Event of Other Posted SupportDefault remedied and without waiving any other prior or subsequent Event of Default by Debtor, if any; (iii) the right to Setand shall be reimbursed for its necessary and reasonable out-off of-pocket expenses in so remedying any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the such Event of Default. All rights and remedies of Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waivedhereunder are cumulative.

Secured Party’s Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.