Common use of Default Clause in Contracts

Default. (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following events shall constitute be an “Event of Default” hereunder: : (i) failure by the Borrower to perform Company files any material obligations petition or action for relief under this Agreementany bankruptcy, the Note reorganization, insolvency or moratorium law or any other agreement between law for the Borrower and relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the Lender benefit of creditors or by the Borrower takes any corporate action in favor furtherance of any of the Lender, time being of the essence; foregoing; (ii) an involuntary petition is filed against the commencement Company under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any bankruptcy or insolvency proceedings by or against property of the Borrower; Company; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf the Company executes an assignment with respect to substantially all of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or its assets; (iv) failure of the Company to pay when due any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access amount owed to the CollateralHolder; and (v) the Company breaches any obligation under this Note in any material respect and fails to cure such breach within fifteen (15) days of the Company receiving notice of such breach from Holder. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of DefaultDefault hereunder, the Lender’s rights with respect (i) until such amounts are paid in full, any amounts owing hereunder shall bear interest at a rate equal to twelve percent (12%) per annum, and such rate shall increase by one percent (1.0%) every ninety (90) days until such amounts are paid in full, (ii) all unpaid principal, accrued interest and other amounts owing under this Note shall automatically and immediately become due, payable and collectible by Holder pursuant to applicable law, (iii) any amounts that would be distributed or otherwise paid to the Collateral Company under the Second Amended and Restated Operating Agreement of Raft River Energy I LLC, dated as of the date hereof, shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested paid by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available Raft River Energy I LLC directly to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale Holder in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the BorrowerSection 14.12 thereunder, and that, in such event, (iv) the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale Holder may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting pursue any other rights and or remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds it may have at law or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsequity. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. 3.1 The Borrower shall be deemed to have committed an act of default if the Borrower does not comply with his/her obligations as mentioned in this Agreement and also on the happening of any one or more of the following events, (each an ‘Event of Default’ and collectively ‘Events of Default’): (a) Each The Borrower fails to pay any Monthly Instalments or the Outstanding Dues under this Agreement on or before the Due Date or commits breach of any of the following shall constitute an “terms, covenants or conditions contained in this Agreement; (b) it is found that the Borrower commits a default of any of the terms and conditions in respect of any other loan or facility provided by the Lender and/or any Affiliates of the Lender; (c) there exists any circumstances which in the opinion of the Lender prejudicially affects or may affect the Lender’s interest or the Borrower’s ability to repay the Loan; (d) demise of the Borrower or if the Borrower compounds with his/her creditors or permits any attachment or sequestrations or other processes against any of his/her assets or properties; (e) The death, failure in business, insolvency or bankruptcy of the Borrower or any Guarantor and resulting in cases where any reference is made/referred against the Borrower, under the Insolvency and Bankruptcy Code 2016 as amended from time to time and any proceedings thereunder; (f) if any proceedings are pending or threatened against the Borrower by any government agency or authority for any misconduct or breach/violation of any law or regulations or code of conduct, etc.; and (g) There exists any other circumstance, which in the opinion of the Lender is prejudicial to the interest of the Lender. 3.2 The Borrower hereby agrees that the occurrence of any Event of Default” hereunder: (i) failure Default as mentioned above shall also be treated as an event of default under any other loan being availed by the Borrower from the Lender, and the Lender is hereby authorised by the Borrower to perform retain and to continue to hold and/or set off, realise and/or sell any material obligations assets of the Borrower, if held by the Lender as a security and/or otherwise and adjust the proceeds thereof towards repayment of the Loan including any Interest on the Loan and other charges due and payable by the Borrower to the Lender. 3.3 Upon the occurrence of the Event of Default and at any time thereafter, if any such event shall be continuing, the Lender may (a) accelerate the repayment of the Loan including the Outstanding Dues (b) place the Loan on demand or declare all the Outstanding Dues payable by the Borrower in respect of the Loan to be due and payable immediately; (c) recover the charges for dishonour of the Repayment Modes, Penal Interest and any other penal charges from the Borrower as mentioned in Schedule II; (d) revise the applicable Interest Rate (e) terminate this Agreement; (f) exercise such other rights and remedies as may be available to the Lender under law during the pendency of the Loan including without limitation under Section 138 of the Negotiable Instruments Act, 1881 and under Section 25 (1) of Payment of Settlement System Act, 2007; and/or (g) stipulate such other condition(s) or take such other action(s) as the Lender deems fit. 3.4 Upon the occurrence and continuation of Default, the Lender and/or any of the Lender’s Group companies are authorised at any time, without presentment, demand, protest or other notice of any kind to the Borrower or to any other Person, any such notice being expressly waived, to set off and to appropriate and apply any and all monies lying or deposited or held by the Lender and/or any the Lender’s Group companies. The Borrower agrees, declares and confirms that, notwithstanding any of the provisions of the Indian Contract Act, 1872 or any other applicable Indian law, or any terms and conditions to the contrary contained in this Agreement, the Note Lender and/or any of the Lender’s Group companies may, at their absolute discretion, appropriate any payments made by the Borrower under this Agreement or any amounts realised by the Lender by enforcement of Security or otherwise, towards the dues payable by the Borrower to the Lender under this Agreement and/or other agreement agreements entered into between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lendermanner whatsoever. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. For purposes of this Note, the term “default” shall include any of the following: (a) Each The failure by Debtor to pay any amounts due under any of the following shall constitute an “Event of Default” hereunder: (i) failure by Notes on the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.stated due date; (b) Upon Debtor shall (i) make an assignment for the occurrence benefit of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note creditors or otherwise. This paragraph is not intended to affect petition or impair any rights of the Lender with respect apply to any Secured Obligations that may tribunal for the appointment of a custodian, receiver or trustee for it or a substantial part of its assets, (ii) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter be payable on demand.in effect, (iii) have had any such petition or application filed or any such proceeding commenced against it that is not dismissed within 30 days, (iv) indicate, by any act or intentional and purposeful omission, its consent to, approval of or acquiescence in any such petition, application, proceeding or order for relief or the appointment of a custodian, receiver or trustee for it or a substantial part of its assets, or (v) suffer any such custodianship, receivership or trusteeship to continue undischarged for a period of 30 days or more; or (c) Debtor shall adopt a plan of liquidation or dissolution, or the charter thereof shall expire or be revoked. Upon each such default, Lender may, at its option, accelerate repayment of this Note, in which case the occurrence of any Event of Defaultprincipal amount outstanding under this Note, the Lender’s rights with respect to the Collateral all interest accrued thereon and all other amounts owing hereunder shall be those of a secured party under the UCC due and any other applicable law in effect from time to time. The Lender payable immediately; provided, that if there shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of occur an Event of DefaultDefault described in subparagraph (b), the Borrower will assemble the Collateral entire unpaid balance of principal with interest accrued thereon and make it available to the Lender at a place to all other sums due under this Note shall be designated immediately due and payable without any action by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder: (i) failure by as such term is used herein: a. A default in the Borrower payment of any amount due under this Note on the due date therefor; b. Failure of Debtor to comply with or to perform when due any material obligations under other term, obligation, covenant or condition contained in this AgreementNote or in any of the other agreements, instruments and documents entered into in connection with the Debt Obligation (together with this Note, as the same may from time to time hereafter be amended or supplemented, the Note “Debt Obligation Documents”); c. Any representation, warranty or statement made by Debtor or any other agreement between obligor, guarantor, surety or third-party pledgor with respect to the Borrower and Debt Obligation (each, an “Other Obligor”) in the Lender Debt Obligation Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Debt Obligation proves untrue in any material respect; d. A default by the Borrower in favor any Other Obligor under any of the LenderDebt Obligation Documents; e. Debtor shall become insolvent or shall generally not pay its debts as they mature or shall apply for, time being shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of Debtor, or for a substantial part of the essenceproperty thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for Debtor or for a substantial part of the property thereof and shall not be discharged within 60 days; (ii) or Debtor makes an assignment for the commencement benefit of creditors; f. Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency proceedings law shall be instituted by or against the Borrower; (iii) material falsity Debtor, and, if instituted against Debtor, shall have been consented to or acquiesced in by Debtor, or shall remain undismissed for 60 days, or an order for relief shall have been entered against Debtor, or Debtor shall take any certificateaction to approve institution of, statementor acquiescence in, representation, warranty or audit at any time furnished by or on behalf such a proceeding; g. Any of the Borrower events set forth in the foregoing subsections e. or f. shall occur with respect to any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Other Obligor. Upon the occurrence of an Event of Default, at the Lender may exercise option of Creditor, the entire balance of principal together with all accrued interest thereon shall, without demand or notice, immediately become due and payable and so long as such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of DefaultDefault continues, the Lender’s rights entire balance of principal together with respect to the Collateral all accrued interest shall be those bear interest at a Default Rate of a secured party under the UCC and any other applicable law in effect from time to time10% per annum. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after Upon the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to Creditor may exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on remedies it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industryDebt Obligation Documents, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate under applicable law and in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsequity. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon Following the occurrence of an Event of DefaultDefault and acceleration of the Loans, the Lender may exercise all payments shall be remitted to Agent and all such remedies payments and rights all proceeds of Loan Collateral received by Agent, shall be applied as are available hereunderfollows: (A) first, to pay any Agent Advances or Interim Advances, interest, fees, expenses or indemnities due to Agent under the Note Loan Documents, until paid in full; (B) second, to pay any Letter of Credit Obligations, fees, expenses or otherwise. This paragraph is not intended indemnities then due to affect LC Issuer under the Loan Documents, until paid in full; (C) third, to pay any expenses or impair indemnities then due to any rights or all of Lenders under the Lender Loan Documents, until paid in full; (D) fourth, to pay any fees then due to any or all of Lenders under the Loan Documents, including fees and premiums with respect to any Secured Obligations that may now Rate Management Agreement with a Lender (or hereafter be payable on demand.an Affiliate of a Lender), until paid in full; (cE) Upon fifth, to pay interest due to any or all of Lenders under the occurrence Loan Documents in respect of any Event of Defaultthe Obligations and, the Lender’s rights with respect to the Collateral shall be those any Rate Management Agreement with a Lender (or an Affiliate of a secured party under the UCC Lender), any premiums, scheduled periodic payments and any other applicable law in effect from time interest thereon; (F) sixth, to time. The Lender shall also have any additional rights granted herein and in pay any other agreement now Obligations (other than those set forth in clauses (G) and H) due to Lenders until paid in full, including principal of the Loans, ratably in accordance with their respective Pro Rata Shares; (G) seventh, with respect to any Rate Management Agreement with a Lender or hereafter any Affiliate of a Lender, to pay any breakage, termination, close-out or like payment due under such Rate Management Agreement to a Lender or an Affiliate of a Lender; (H) eighth, any Leasing Obligations (as defined in effect between the Borrower and definition of Obligations) owing to Fifth Third or its Affiliates; and (I) ninth, to Borrowers or such other Person entitled thereto under applicable law. Agent will distribute to each Lender at its address set forth on the Lender. If requested by the applicable signature page of this Agreement, or at any other address as a Lender after the occurrence of an Event of Defaultmay request in writing, the Borrower will assemble the Collateral and make it available to the amount of funds as such Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall may be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale receive in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice terms of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, Agreement and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common settlement procedures set forth in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsSection 2.4. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute an “Event of Default” hereunder: (i) the occurrence of an Event of Default under the Loan Agreement; (ii) failure by the Borrower any Pledgor to perform any material obligations under this Agreement, the Note Agreement or under any other agreement for borrowed money between the Borrower any Pledgor and the Lender Bank or by the Borrower any Pledgor in favor of the LenderBank, time being of the essenceessence (subject, however, to any applicable notice and cure periods); (iiiii) failure by any Pledgor to perform any material obligations under any Guaranty (as defined in the Loan Agreement), executed by any Pledgor in favor of the Bank; (iv) the commencement of any bankruptcy or insolvency proceedings by or against the BorrowerBorrower or any Pledgor; (iiiv) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower Pledgor or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the LenderAgreement, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the LenderBank; or (ivvi) any attachment or levy against the Collateral or any other occurrence that inhibits the LenderBank’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender Bank may exercise such remedies and rights as are available hereunder, under the Note Loan Agreement, the Guaranties (as defined in the Loan Agreement) or otherwiseotherwise (including without limitation, acceleration of the Secured Obligations or any part thereof). This paragraph is not intended to affect or impair any rights of the Lender Bank with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the LenderBank’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender Bank shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower each Pledgor and the LenderBank. If requested by the Lender Bank after the occurrence of an Event of Default, the Borrower Pledgors will assemble all Documents, Instruments, Chattel Paper and any other records relating to the Collateral and make it available to the Lender Bank at a place to be designated by the LenderBank. (d) Upon The Pledgors agree that any notice by the occurrence Bank of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all sale or any part disposition of the Collateral at public or private sale in accordance with the UCCany other intended action hereunder, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be whether required by the UCCUCC or otherwise, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ shall constitute reasonable notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, Pledgors if the Lender fails notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to comply with each Pledgor’s address as specified in this sentence Agreement or to any other address that any Pledgor has specified in any respect, its liability for such failure writing to the Bank as the address to which notices shall be limited given to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsPledgor. (e) The Borrower Pledgors shall pay all costs and expenses incurred by the Lender Bank in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrowereach Pledgor’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender Bank to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following events shall constitute be an “Event of Default” hereunder: : (ia) failure by the Borrower to perform any The Company commits a material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor breach of the Lenderrepresentations, time being of warranties or covenants in the essence; (ii) Purchase Agreement which is not cured within 5 calendar days after notice thereof from the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.Investor; (b) The Company’s failure to pay all unpaid principal and accrued interest outstanding under this Note on the Maturity Date; (c) The voluntary dissolution or liquidation of the Company; (d) The Company’s voluntary cessation of business operations; (e) The Company’s closing of an Acquisition or Asset Transfer (each as defined in the Company’s Amended and Restated Articles of Incorporation (the “Articles”)) (except that an Acquisition or Asset Transfer shall not include a reincorporation of the Company solely to effect a change of domicile of the Company); (f) The occurrence of an event of default related to any indebtedness of the Company which is not cured within 15 calendar days; (g) The Company files a petition or action for relief under any bankruptcy, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any action in furtherance of any of the foregoing; or (h) An involuntary petition is filed against the Company (unless such petition is dismissed or discharged within 60 days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company. Upon the occurrence of an Event of Default, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights option of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon Investor, and, in the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence case of an Event of DefaultDefault pursuant to (g) or (h) above, automatically, be immediately due, payable and collectible by the Investor pursuant to applicable law. Subject to the provisions hereof, the Borrower will assemble the Collateral Investor shall have all rights and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to may exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lenderit under law, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds successively or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsconcurrently. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each The occurrence of any one or more of the following events shall constitute be deemed to be an “Event event of Defaultdefault” hereunderof this Subcontract/Purchase Order Agreement: a) Refusal, failure or neglect of the Subcontractor/Material Supplier to supply a sufficient number of properly skilled workmen of a sufficient quantity or quality of materials; b) Dissolution, termination of existence, insolvency (ihowever evidenced), general failure to pay debts as they mature, business failure, appointment of a receiver of any part of the property of, assignment for the benefit of creditors by, commission of any act or bankruptcy by, or the service or filing of any warrant, attachment or levy or of any tax lien or assessment or similar process against the Subcontractor/Material Supplier; c) failure Failure of the Subcontractor/Material Supplier to make prompt payment to its materialmen, suppliers, subcontractor or workmen, or to insure prompt payment by any of them to any party to whom they may be obligated by reason of the Borrower work; d) Failure of the Subcontractor/Material Supplier in any respect to prosecute the work in a proper and prompt manner; or e) Failure of the Subcontractor/Material Supplier to perform fully any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor all of the Lender, time being obligations of the essence; (ii) Subcontractor/Material Supplier to be performed pursuant to this Subcontract/Purchase Order Agreement. Upon the commencement happening of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate“event of default”, statement, representation, warranty or audit and at any time furnished by or on behalf of thereafter, the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured ObligationsContractor may, pursuant to or in connection with this Agreement or otherwise at its option, after giving forty-eight (48) hours written notice to the LenderSubcontractor/Material Supplier, including warranties in this Agreement provide any such labor and including materials and/or do all things as may be necessary or convenient to complete the work and deduct the cost thereof from any omission monies due, or thereafter to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunderbecome due, under the Note Subcontract/Purchase Order Agreement. Alternatively, or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon in addition, upon the occurrence of any Event one or more events of Defaultdefault, the Lender’s rights with respect to Contractor may, at its option, terminate the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to timeSubcontract/Purchase Order. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided In that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender Contractor shall have the right to deliverenter upon the premises of the Subcontractor’s/Material Supplier’s facilities at the Project, assign and transfer take possession, for the purpose of completing the work, of all materials, tools and appliances therein, and may employ any other person or persons to finish the work and provide the materials therefor. In case of such discontinuance of the Subcontractor’s/Material Supplier’s right to proceed with the work, the Subcontractor/Material Supplier shall not be entitled to receive any further monies under this Subcontract/Purchase Order Agreement until the work undertaken by the Contractor is completely finished and payment therefor has actually been received by the Contractor from the Owner (such payment by the Owner being a condition precedent to any obligation for payment by the Contractor to the buyer thereof Subcontractor/Material Supplier.) At that time, if the Collateral so soldunpaid balance of the amount to be paid under this Subcontract/Purchase Order Agreement exceeds the costs (including, but not limited to, any incidental or consequential damages and reasonable attorney fees and litigation expenses (meaning, without limitation, paralegal fees, filing fees, deposition expenses and other out-of-pocket litigation expenses) incurred by the Contractor by reason of the Subcontractor's/Material Supplier's default and/or in any and all types of litigation arising from such, shall be chargeable to, and paid by, the Subcontractor/Material Supplier. Each buyer at If the aforementioned costs exceed the unpaid balance due the Subcontractor/Material Supplier, then the Subcontractor/Material Supplier shall promptly pay the Contractor the amount by which such costs exceed such unpaid balance. The costs incurred by the Contractor as herein provided, either for furnishing materials or for finishing the work, and any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kinddamages, including any equity or right of redemption incidental and consequential damages incurred by the Contractor by reasons of the Borrower that may Subcontractor’s/Material Supplier’s default, shall be waived or any other right or claim of the Borrowerchargeable to, and paid by the Borrower, to the extent permitted by law, hereby specifically waives Subcontractor/Material Supplier. Any and all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to of the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender Contractor under this Subcontract/Purchase Order Agreement shall be deemed to have conducted a commercially reasonable sale cumulative. The enumeration of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate specific rights and remedies of the Lender), investment banker Contractor shall not affect or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of impair any of the Secured ObligationsContractor’s right or remedies at law or in equity, shall be liable for or under the Prime Contract. In the event any deficiencies acts or omissions of the Subcontractor/Material Supplier delay the Contractor in the event the Proceeds of disposition performance of the Collateral do Prime Contract and result in the Contractor’s being subjected to any damages (including, but not satisfy limited to acceleration, delay or recovery costs), claims, penalties, liabilities, or liquidated damages thereunder, the Secured Obligations in full. Nothing contained herein shall be deemed Subcontractor/Material Supplier shall, upon demand of the Contractor, promptly pay to require and reimburse the Lender to proceed against Contractor for the Collateral or any part thereof before or as a condition to the pursuit full amount of any of its other rights penalties, liabilities or liquidated damages, including costs and remedies with respect attorney’s fees incurred by Contractor in responding to the Secured Obligationssuch delay.

Default. (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender Customer shall be deemed to have conducted a commercially reasonable sale be in default should Customer in any way fail to pay any amount when due hereunder, or to perform, observe or keep any provision of such Collateral if this Rental Contract, or should the Customer become “insolvent” (as defined herein), or should Monolithic anticipate the Customer may become insolvent or that Customer may otherwise become in default. If Customer is in default, Monolithic may do any one or more of the following; (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of terminate the Lender), investment banker or any other method common in the securities industry, and Rental Period; (b) if declare the purchaser is entire amounts due hereunder immediately due and payable and commence legal action therefore; (c) cause Monolithic’s employees or agents, without notice or legal process, to enter upon Customer’s property to take all action necessary to retake and repossess the Lender or any affiliate of the LenderEquipment, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealerswhich event Customer waives all claims for damages and losses, investment bankers or other financial institutions. (e) The Borrower physical and pecuniary, caused thereby and shall pay all costs and expenses incurred by Monolithic in retaking and repossessing; or (d) pursue any other remedies available by law. The Customer shall be considered “insolvent” if the Lender Customer (i) shall generally not pay, or shall be unable to pay, or shall admit its inability or anticipated inability to pay its debts as such debts become due; or (ii) shall make an assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or (iii) shall commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debts, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in enforcing this Agreementeffect; or (iv) shall have had any such petition or application filed or such proceeding commenced against it in which an order for relief is entered or an adjustment or application is made; or (v) shall take any action indicating its consent to, realizing upon approval of, or acquiescence in any Collateral such petition, application, proceeding, or order for relief or the appointment of a custodian, receiver, or trustee for all or any substantial part of its properties. Further, Customer agrees and collecting hereby authorizes Monolithic to charge any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred amount due Monolithic against any credit card used in connection with collection, trial, arbitration, appeal the rental or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationscredit card put on file.

Default. (a) Each In the event that: (i) Tenant shall fail to pay when due the Rent or any other sums payable hereunder when due and such failure remains uncured for five (5) days after Landlord delivers a default notice to Tenant for such failure to pay rent; or (ii) any petition in bankruptcy shall be filed by Tenant or any guarantor hereof or other petition or proceeding shall be filed or commenced by Tenant or any guarantor hereof to declare Tenant insolvent, or to delay, reduce or modify Tenant’s or any such guarantor’s debts or obligations, or Tenant or any such guarantor admits its inability to pay its debts, or Tenant or any such guarantor makes an assignment for the benefit of creditors; or (iii) any bankruptcy petition or proceeding shall be filed against Tenant or any guarantor hereof or to otherwise declare Tenant or any guarantor hereof bankrupt or insolvent or to delay, reduce or modify Tenant’s or any such guarantor’s debts or obligations or a receiver, trustee or other similar type of appointment or court appointee or nominee is appointed for Tenant or any such guarantor or any of the following property of Tenant or any such guarantor, and such petition, appointment or proceeding is not dismissed within sixty (60) days after it is commenced; or (iv) the leasehold interest of Tenant is levied upon or attached by process of law, including the filing of any mechanic’s lien, and such levy, lien, or attachment is not dissolved within thirty (30) days after it is made; or (v) Tenant shall constitute abandon the Leased Premises during the Lease Term; or (vi) Tenant shall assign this Lease or sublet any portion of the Leased Premises, or attempt to do either of the foregoing, in violation of this Lease; or (vii) Tenant violates or fails to observe or comply with any Laws applicable to the Leased Premises, Tenant’s use thereof, or Tenant's operations, activities or conduct of business at or from the Leased Premises; or (viii) any other event, occurrence, act, or omission described in any provision of this Lease as constituting a “default” or an “Event of Default” hereunder: occurs; (iix) failure by the Borrower Tenant shall neglect or fail to perform or observe any material obligations of the other covenants, terms, provisions or conditions contained in this Lease and, if the neglect or failure is capable of being cured, such neglect or failure continues for more than thirty (30) days after written notice thereof (provided, however, that if such neglect or failure is capable of being cured, but is not capable of being cured within said thirty (30) day period, then Tenant shall have such additional period of time, not to exceed an additional sixty (60) days, as is reasonably necessary to cure the same provided Tenant commences to cure within said thirty (30) day period and diligently and continuously prosecutes the cure to completion); or (x) there is a default by Tenant under (A) that certain Lease Agreement of even or near date herewith between Tenant and ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, LLC pertaining to property located in the Town of Waterford, County of Oxford, and State of Maine; and/or (B) that certain Lease Agreement of even or near date herewith between Tenant and 56 Mechanic Falls Road, LLC pertaining to property located in the Town of Oxford, County of Oxford, and State of Maine, and any such default continues beyond the expiration of applicable notice and cure periods (if any), then, and in any of said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), and without limitation of any other remedies that might be available to Landlord under this AgreementLease, the Note at law, or any other agreement between the Borrower and the Lender in equity, Landlord lawfully may, immediately or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished thereafter, terminate this Lease by sending written notice of termination to Tenant, or, subject to compliance with applicable Laws, enter into and upon the Leased Premises or on behalf any part thereof in the name of the Borrower whole and repossess the same as of its former estate, and expel Tenant and those claiming through or under it and remove it or their effects without being deemed guilty of any endorser manner of trespass, in each case without prejudice to any rights or guarantor remedies which might otherwise be available to Landlord for collection of Rent and other damages for breach of covenant, and upon entry as aforesaid or any other party liable for payment upon sending of all or part of the Secured Obligationssuch notice, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the CollateralLease shall terminate. (b) Upon Without limiting other remedies of Landlord at law or in equity for any breach of or on account of termination of this Lease, Tenant covenants that in case of such termination under sub-section (a) of this Section, Tenant shall pay to Landlord the occurrence unpaid Rent owed to Landlord through the time of an Event termination, plus interest thereon at the rate of Default18% per annum from the date the same was due until paid; and (ii) at the election of Landlord, either: (1) the present value of a sum which, at the time of such termination of this Lease is equal to (A) the aggregate of the Rent which would have been payable by Tenant for the period commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant; minus (B) the fair market rental value of the Leased Premises (after deducting reasonable projections for Landlord’s costs and expenses of re-letting the Leased Premises, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Leased Premises to suit the new tenant); or (2) for the period of time commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant hereunder, the Lender may exercise difference, if any, between the Rent which would have been due had there been no such remedies termination and rights the amount being received by Landlord as are available hereunderrent from a replacement Tenant of Leased Premises, under if any. In addition, Tenant shall pay to Landlord all costs and expenses of such re-letting, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Note or otherwise. This paragraph is not intended Leased Premises to affect or impair any rights of suit the Lender with respect to any Secured Obligations that may now or hereafter be payable on demandnew tenant. (c) Upon If Tenant shall default in the occurrence performance or observance of any Event covenant, agreement, or condition in this Lease contained on its part to be performed or observed and shall not cure any such default as provided herein, Landlord may, at its option, without waiving any claim for damages or any other right or remedy for breach of Defaultthis Lease, the Lender’s rights with respect to the Collateral at any time thereafter, cure such default. Any amount paid or any liability incurred by Landlord in so doing shall be those deemed paid or incurred for the account of a secured party under the UCC Tenant, and any other applicable law in effect from time Tenant agrees to time. The Lender shall also have any immediately reimburse Landlord therefor, as additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the LenderRent. (d) Upon the occurrence of any Event of Default, the Lender Tenant shall be entitled to exercise any and pay all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required reasonable attorneys’ fees incurred by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate Landlord in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsthe enforcement of Tenant’s obligations under this Lease. (e) The Borrower Landlord shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred no event be in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies default in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit performance of any of its obligations hereunder unless and until Landlord shall have failed to perform, or failed diligently to attempt to perform, such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. (f) In no event shall Landlord be liable to Tenant for incidental, consequential, or punitive damages in connection with any matter arising out of this Lease or the Leased Premises. Without in any way limiting or impairing the effect of the other rights provisions of this Lease, Tenant shall neither assert nor seek to enforce any claim arising out of this Lease or out of the use or occupancy of the Leased Premises against Landlord, its shareholders, directors, officers, employees, or agents, or any of its or their assets other than the value of Landlord’s interest in the Leased Premises and remedies with respect Tenant agrees to look solely to such interest and insurance coverage for the Secured Obligationssatisfaction of any claim arising out of this Lease or out of the use or occupancy of the Leased Premises.

Default. (a) Each In the event that: (i) Tenant shall fail to pay when due the Rent or any other sums payable hereunder when due and such failure remains uncured for five (5) days after Landlord delivers a default notice to Tenant for such failure to pay rent; or (ii) any petition in bankruptcy shall be filed by Tenant or any guarantor hereof or other petition or proceeding shall be filed or commenced by Tenant or any guarantor hereof to declare Tenant insolvent, or to delay, reduce or modify Tenant’s or any such guarantor’s debts or obligations, or Tenant or any such guarantor admits its inability to pay its debts, or Tenant or any such guarantor makes an assignment for the benefit of creditors; or (iii) any bankruptcy petition or proceeding shall be filed against Tenant or any guarantor hereof or to otherwise declare Tenant or any guarantor hereof bankrupt or insolvent or to delay, reduce or modify Tenant’s or any such guarantor’s debts or obligations or a receiver, trustee or other similar type of appointment or court appointee or nominee is appointed for Tenant or any such guarantor or any of the following property of Tenant or any such guarantor, and such petition, appointment or proceeding is not dismissed within sixty (60) days after it is commenced; or (iv) the leasehold interest of Tenant is levied upon or attached by process of law, including the filing of any mechanic’s lien, and such levy, lien, or attachment is not dissolved within thirty (30) days after it is made; or (v) Tenant shall constitute abandon the Leased Premises during the Lease Term; or (vi) Tenant shall assign this Lease or sublet any portion of the Leased Premises, or attempt to do either of the foregoing, in violation of this Lease; or (vii) Tenant violates or fails to observe or comply with any Laws applicable to the Leased Premises, Tenant’s use thereof, or Tenant's operations, activities or conduct of business at or from the Leased Premises; or (viii) any other event, occurrence, act, or omission described in any provision of this Lease as constituting a “default” or an “Event of Default” hereunder: occurs; (iix) failure by the Borrower Tenant shall neglect or fail to perform or observe any material obligations of the other covenants, terms, provisions or conditions contained in this Lease and, if the neglect or failure is capable of being cured, such neglect or failure continues for more than thirty (30) days after written notice thereof (provided, however, that if such neglect or failure is capable of being cured, but is not capable of being cured within said thirty (30) day period, then Tenant shall have such additional period of time, not to exceed an additional sixty (60) days, as is reasonably necessary to cure the same provided Tenant commences to cure within said thirty (30) day period and diligently and continuously prosecutes the cure to completion); or (x) there is a default by Tenant under (A) that certain Lease Agreement of even or near date herewith between Tenant and ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC pertaining to property located in the Town of Paris, County of Oxford, and State of Maine; and/or (B) that certain Lease Agreement of even or near date herewith between Tenant and 56 Mechanic Falls Road, LLC, pertaining to property located in the Town of Oxford, County of Oxford, and State of Maine, and any such default continues beyond the expiration of applicable notice and cure periods (if any), then, and in any of said cases (notwithstanding any license of any former breach of covenant or waiver of the benefit hereof or consent in a former instance), and without limitation of any other remedies that might be available to Landlord under this AgreementLease, the Note at law, or any other agreement between the Borrower and the Lender in equity, Landlord lawfully may, immediately or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished thereafter, terminate this Lease by sending written notice of termination to Tenant, or, subject to compliance with applicable Laws, enter into and upon the Leased Premises or on behalf any part thereof in the name of the Borrower whole and repossess the same as of its former estate, and expel Tenant and those claiming through or under it and remove it or their effects without being deemed guilty of any endorser manner of trespass, in each case without prejudice to any rights or guarantor remedies which might otherwise be available to Landlord for collection of Rent and other damages for breach of covenant, and upon entry as aforesaid or any other party liable for payment upon sending of all or part of the Secured Obligationssuch notice, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the CollateralLease shall terminate. (b) Upon Without limiting other remedies of Landlord at law or in equity for any breach of or on account of termination of this Lease, Tenant covenants that in case of such termination under sub-section (a) of this Section, Tenant shall pay to Landlord the occurrence unpaid Rent owed to Landlord through the time of an Event termination, plus interest thereon at the rate of Default18% per annum from the date the same was due until paid; and (ii) at the election of Landlord, either: (1) the present value of a sum which, at the time of such termination of this Lease is equal to (A) the aggregate of the Rent which would have been payable by Tenant for the period commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant; minus (B) the fair market rental value of the Leased Premises (after deducting reasonable projections for Landlord’s costs and expenses of re-letting the Leased Premises, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Leased Premises to suit the new tenant); or (2) for the period of time commencing upon such termination of this Lease and continuing through the date this Lease would have terminated had there been no default by Tenant hereunder, the Lender may exercise difference, if any, between the Rent which would have been due had there been no such remedies termination and rights the amount being received by Landlord as are available hereunderrent from a replacement Tenant of Leased Premises, under if any. In addition, Tenant shall pay to Landlord all costs and expenses of such re-letting, including advertising expenses, brokerage commissions, reasonable attorneys’ fees, and commercially reasonable costs of repairing, renovating, or otherwise altering the Note or otherwise. This paragraph is not intended Leased Premises to affect or impair any rights of suit the Lender with respect to any Secured Obligations that may now or hereafter be payable on demandnew tenant. (c) Upon If Tenant shall default in the occurrence performance or observance of any Event covenant, agreement, or condition in this Lease contained on its part to be performed or observed and shall not cure any such default as provided herein, Landlord may, at its option, without waiving any claim for damages or any other right or remedy for breach of Defaultthis Lease, the Lender’s rights with respect to the Collateral at any time thereafter, cure such default. Any amount paid or any liability incurred by Landlord in so doing shall be those deemed paid or incurred for the account of a secured party under the UCC Tenant, and any other applicable law in effect from time Tenant agrees to time. The Lender shall also have any immediately reimburse Landlord therefor, as additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the LenderRent. (d) Upon the occurrence of any Event of Default, the Lender Tenant shall be entitled to exercise any and pay all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required reasonable attorneys’ fees incurred by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate Landlord in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsthe enforcement of Tenant’s obligations under this Lease. (e) The Borrower Landlord shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred no event be in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies default in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit performance of any of its obligations hereunder unless and until Landlord shall have failed to perform, or failed diligently to attempt to perform, such obligations within thirty (30) days or such additional time as is reasonably required to correct any such default after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation. (f) In no event shall Landlord be liable to Tenant for incidental, consequential, or punitive damages in connection with any matter arising out of this Lease or the Leased Premises. Without in any way limiting or impairing the effect of the other rights provisions of this Lease, Tenant shall neither assert nor seek to enforce any claim arising out of this Lease or out of the use or occupancy of the Leased Premises against Landlord, its shareholders, directors, officers, employees, or agents, or any of its or their assets other than the value of Landlord’s interest in the Leased Premises and remedies with respect Tenant agrees to look solely to such interest and insurance coverage for the Secured Obligationssatisfaction of any claim arising out of this Lease or out of the use or occupancy of the Leased Premises.

Default. (a) Each of In the following shall constitute an “Event of Default” hereunder: event (i) Pledgor fails to pay any portion of the principal or interest under the Note when it becomes due, and such failure or breach is not cured by Pledgor within five days of written notice thereof from the Borrower to perform Company, (ii) any material obligations under this Agreement, representation of Pledgor in the Note or this Pledge Agreement was incorrect in any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lendermaterial respect when made, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with Pledgor otherwise breaches this Agreement or otherwise to the LenderNote in any manner, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificatewhich breach is not cured within five days of written notice from the Company, statement, representation, warranty or audit furnished to the Lender; or (iv) the Pledgor files a petition or otherwise seeks relief under any attachment bankruptcy, insolvency or levy against the Collateral similar law ("Insolvency Law") or any a receiver, conservator, custodian or similar person is appointed by court order, or an order for relief is entered under federal or other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender applicable bankruptcy laws with respect to Pledgor, or a petition is filed against Pledgor under any Secured Obligations that Insolvency Law, or Pledgor makes an assignment for the benefit of creditors (any such event in (i)-(iv) being a "Default"), then the Company may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights, powers and remedies of any owner of the Pledged Shares or other pledged collateral in furtherance of this Agreement and shall have, and may exercise without demand, any and all of the rights with respect and remedies granted to a secured party upon default under the Uniform Commercial Code of Illinois or otherwise available to the Collateral Company under applicable law. Without limiting the foregoing, the Company is authorized to sell, assign and deliver at its discretion, from time to sell time during any period after a Default, all or any part of the Collateral Pledged Shares and other pledged collateral for the account of Pledgor at public or any private sale in accordance with the UCCor public auction, without advertisementon not less than ten days' written notice to Pledgor, in at such manner price or prices and order upon such terms as the Lender Company may elect subject reasonably deem advisable. Pledgor shall have no right to complying with the UCCredeem any Pledged Shares or other pledged collateral thus sold or auctioned. The Lender may purchase the Collateral for its own account at At any such sale or auction, the Company may bid for, and become the purchaser of, the whole or any part of the Pledged Shares or other collateral offered for sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice In case of any such sale is required by or auction, after deducting the UCCcosts, attorneys' fees and other expenses of sale and delivery, the Borrower agrees that at least ten days’ notice to the Borrower remaining proceeds of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold be applied to the Collateral so sold absolutely due and free from any claim or right of whatsoever kindunpaid principal of, including any equity or right of redemption and due and unpaid accrued interest on, the Note; provided that promptly after payment in full of the Borrower that may be waived or any other right or claim indebtedness evidenced by the Note, the balance of the Borrower, proceeds of sale or auction then remaining shall be paid to Pledgor and the Borrower, Pledgor shall be entitled to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment prompt return of any of the Secured Obligations, Pledged Shares or other collateral remaining in the hands of the Company. Pledgor shall be liable for any deficiencies deficiency if the remaining proceeds are insufficient to pay the indebtedness under the Note in full only to the extent, and in the event circumstances, set forth in the Proceeds of disposition Note. (b) In addition to and not in lieu of the Collateral do remedies set forth in Section 7(a), so long as Common Shares of the Company of the same class as the Pledged Shares are publicly traded, the Pledgor agrees that the Company shall not satisfy be obligated to sell the Secured Obligations in full. Nothing contained herein shall be deemed Pledged Shares pursuant to require the Lender to proceed against the Collateral Section 7(a), but may instead, at its option, purchase all or any part of the Pledged Shares at the Fair Market Value at the date of purchase, and may apply the proceeds thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured ObligationsLoan Balance.

Default. (a) Each Notwithstanding any other provision of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note occurrence of any of the following events or any other agreement between conditions will also constitute a default (the “Default”) under this Agreement by the Borrower: (a) the Borrower does not observe or perform any of the Borrower’s obligations under this Agreement and the Lender or shall fail to cure such default within 30 calendar days after receipt of notice thereof in writing by the Borrower in favor of the from a Lender, time being of the essence; ; (iib) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty warranty, covenant or audit at any time furnished statement made by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or a Lender is untrue in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty respect at the time when or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence as of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand.which it was made; (c) Upon the occurrence Borrower ceases or threatens to cease to carry on in the normal course the Borrower’s business or any material part thereof; (d) a proceeding shall have been instituted in a court having jurisdiction seeking a decree or order for relief in respect of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and Borrower in any involuntary case under any applicable bankruptcy, insolvency or other agreement similar law now or hereafter in effect between effect, or for the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of for any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any substantial part of the Collateral at public Borrower’s property, or private sale in accordance with for the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public winding-up or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim liquidation of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions.’s affairs; (e) The the Borrower shall pay all costs and expenses incurred by the Lender commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in enforcing this Agreementeffect, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, shall consent to the extent entry of any order for relief in an involuntary case under any such law or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Borrower or for any substantial part of the Borrower’s liability property, or shall make a general assignment for repayment the benefit of creditors, or shall fail generally to pay the Borrower’s debts as they become due, or shall take any action in furtherance of any of the Secured Obligations, shall be liable for foregoing; or (f) the Borrower defaults under any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed material contract to require the Lender which it is a party or under any loan or other financing contract or agreement to proceed against the Collateral or any part thereof before or as which it is a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsparty.

Default. In addition to the remedies otherwise set forth in the Agreement, upon (a) Each the failure of Seller to perform any obligation in the Agreement (including any breach of a warranty) where Seller fails to either commence correction within two (2) business days after receipt of written notice thereof or complete such correction within the time period directed by ▇▇▇▇▇ or (b) the occurrence of a Bankruptcy Event (defined below), then Buyer, in its sole discretion and without prior notice to Seller, may do any one or more of the following shall constitute an “Event of Default” hereunderfollowing: (i) failure by suspend performance under the Borrower to perform any material obligations under this Agreement, the Note Order or any other agreement between the Borrower Buyer and the Lender or by the Borrower in favor of the Lender, time being of the essenceSeller; and/or (ii) terminate the commencement Order, or any part of it, or any bankruptcy other agreement between Buyer and Seller, whereby any and all obligations of Seller including payments or insolvency proceedings by deliveries due, will, at the option of Buyer, become immediately due and payable or against the Borrowerdeliverable, as applicable; and/or (iii) material falsity take possession, by whatever reasonable means and at whatever location and time, of all materials, tools and equipment used in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf performance of the Borrower Order and (x) in the case of Services, finish the work or any endorser (y) in the case of Goods, acquire equivalent goods by whatever method it may deem expedient, and in such cases, Seller will not be entitled to payment, if any, until all of the Goods are delivered to Buyer or guarantor or Services are performed, all in accordance with the Order. The foregoing specific rights, which will specifically include specific performance, will be cumulative and alternative and in addition to any other party liable for payment of rights or remedies to which Buyer may be entitled at law or in equity. In addition, ▇▇▇▇▇ will be entitled to recover from Seller all or part of the Secured Obligationscourt costs, pursuant to or attorneys' fees and expenses incurred by Buyer in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the LenderSeller’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwisedefault. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon “Bankruptcy Event” means the occurrence of any Event of Default, the Lender’s rights following events with respect to the Collateral shall be those Seller or its affiliates: (A) filing of a secured party petition or otherwise commencing, authorizing or acquiescing in the commencement of a proceeding or cause of action under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now bankruptcy, insolvency, reorganization or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence similar law; (B) making of an Event assignment or any general arrangement for the benefit of Defaultcreditors; (C) having a bankruptcy petition filed against it and such petition is not withdrawn or dismissed within thirty (30) days after such filing; (D) otherwise becoming bankrupt or insolvent (however evidenced); (E) having a liquidator, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Defaultadministrator, the Lender shall be entitled to exercise any and all rights custodian, receiver, trustee, conservator or similar official appointed with respect to the Collateral and to sell all it or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any substantial portion of its other rights and remedies with respect property or assets; or (F) being generally unable to the Secured Obligationspay its debts as they fall due.

Default. The following shall be deemed an event of default: (a) Each Borrower fails to make timely payment to Lender; (b) Borrower uses any fund for purposes contrary to the stated use of proceeds; (c) If any of Borrower’s representation is untrue, or if Borrower breaches any of its warranties; (d) On the occurrence of any of the events described in Section 9(b)(4) of this agreement, Borrower fails to provide new guaranty and/or guarantor; (e) Borrower acts in contravention of any of the rights of the parties herein; (f) Borrower causes an event of default of any contract of which Lender or any other Bank of China related entity is a party; (g) A breach by a guarantor of its guaranty agreement, or if a guarantor causes an event of default of any contract of which Lender or any other Bank of China related entity is a party; or (h) Borrower ceases all business operations, is dissolved or files for bankruptcy. In the event of default, Lender shall have the right to take any one or all of the following shall constitute an “Event actions: (a) To require Borrower and/or the guarantor to take corrective actions within a specified time period; (b) To halt, reduce or terminate all or part of Default” hereunder: Borrower’s credit limit; (ic) failure by the To halt, reduce or terminate all or part of Borrower’s then pending fund withdrawal request, as well as any non-withdrawn fund; (d) To declare any outstanding amount owing to Lender, whether or not pursuant to this agreement, immediately due; (e) To terminate this agreement in whole or in part, or to terminate such other agreements between Lender and Borrower; (f) To obligate Borrower to perform pay all damages resulting from the event of default; (g) To apply any material obligations under this Agreement, the Note funds held in Borrower’s account with Lender or any other agreement between the Borrower and the Lender or by the Borrower in favor Bank of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for China related entity toward payment of all or part of the Secured ObligationsBorrower’s obligations under this agreement, pursuant with notice to Borrower prior to or in connection with this Agreement or otherwise to after the taking of such action by Lender, including warranties and the value of any property held in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed such account shall be determined by any certificate, statement, representation, warranty or audit furnished to Lender at the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.time of seizure; (bh) Upon the occurrence of an Event of Default, the Lender may To exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s its rights with respect to the Collateral shall be those of a secured party pledged assets; (i) To require the guarantors to perform their obligations under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender.guaranty agreements; or (dj) Upon the occurrence of To take any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order other actions as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsdeem necessary. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. a. Any one or more of the following events: (a) Each of the following shall constitute an “Event of Default” hereunder: failure to pay any principal amount or interest when due; (b) Maker (i) failure by files any petition seeking a discharge, rearrangement, or reorganization of its debts pursuant to the Borrower to perform any material obligations under this Agreement, the Note bankruptcy laws or any other agreement between the Borrower and the Lender or by the Borrower in favor debtor relief laws of the LenderUnited States or any state or any other competent jurisdiction, time being of the essence; (ii) makes a general assignment for the commencement benefit of its creditors, or (iii) admits in writing its inability to pay its debts as they mature; or (c) a petition is filed against Maker seeking to rearrange, reorganize, or extinguish its debts under the provisions of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf other debtor relief law of the Borrower United States or any endorser state or guarantor other competent jurisdiction, and such petition is not dismissed within 45 days, or (d) a court of competent jurisdiction enters an order, judgment, or decree appointing a receiver or trustee for it or for all or any other party liable for payment of all or part of its property. b. If a Default occurs, and Maker does not cure such Default within thirty (30) days of receiving notice of the Secured ObligationsDefault from Payee, pursuant Payee may, at its option, declare the principal of and the accrued and unpaid interest on, this Note due and payable by written notice to Maker. Notwithstanding the immediately preceding sentence, if a Default is in respect of a bankruptcy or in connection insolvency proceeding the principal of this Note, and all accrued and unpaid interest, shall automatically become immediately due and payable. In addition, Payee may institute judicial proceedings for the collection of the amounts due and may prosecute such proceeding to judgment or final decree, and may enforce the same against Maker and collect the amount due (together with this Agreement or otherwise to the Lenderreasonable costs of collection, including warranties reasonable attorney’s fees and expenses) adjudged or decreed to be payable in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed the manner provided by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights law out of the Lender with respect to any Secured Obligations that property of Maker. Payee may now or hereafter be payable on demand. (c) Upon also exercise the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law Uniform Commercial Code then in effect from time to time. The Lender shall also have any additional rights granted herein in Nevada and in any under the terms of the other agreement now or hereafter in effect between the Borrower transaction documents, and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to may exercise any and all other rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or Payee may have under any at law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsequity. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent c. Default rate of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsinterest: 10% per annum.

Default. The occurrence of one or more of the following events shall constitute a default by Dealers (a “Default”): (a) Each of the following a Dealer shall constitute an “Event of Default” hereunder: fail (i) failure by the Borrower to perform pay (A) any material obligations under this AgreementObligations representing principal when due, the Note or (B) any Obligations representing interest or other agreement between the Borrower and the Lender or by the Borrower in favor Charges within one (1) Business Day of the Lenderapplicable due date therefor, time being of the essence; or (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in remittance for any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable Obligations is dishonored when first presented for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.payment; (b) Upon the occurrence any representation made to Agent or any Lender by a Dealer or by any guarantor, surety, issuer of an Event a letter of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note credit or otherwise. This paragraph is not intended to affect any person other than a Dealer primarily or impair any rights of the Lender secondarily liable with respect to any Secured Obligations that may now (a “Guarantor”) shall not be true in any material respect, or, in the case of any such representation or hereafter be payable on demand.warranty already qualified by materiality, such representation or warranty shall prove to have been incorrect in any respect, when made or if a Dealer or any Guarantor shall breach any covenant, warranty or agreement in this Agreement to or with Agent and/or any Lender; (c) Upon a Dealer (including, if a Dealer is a partnership or limited liability company, any partner or member of a Dealer) or any Guarantor shall die, become insolvent or generally fail to pay its debts as they become due or, if a business, shall cease to do business as a going concern; (d) any letter of credit or other form of collateral provided by a Dealer or a Guarantor to Agent with respect to any Obligations or Collateral shall terminate or not be renewed at least thirty (30) days prior to its stated expiration or maturity; (e) a Dealer abandons any Collateral except for obsolete or worn out property or other property not necessary for the occurrence operations of such Dealer in the ordinary course of business and not constituting inventory at the time of such abandonment; (f) any Guarantor shall revoke, terminate or limit, or take any action purporting to revoke, terminate or limit, any guaranty or other assurance of payment relating to any Obligations; (g) a Dealer or any Guarantor shall make an assignment for the benefit of creditors, or commence a proceeding with respect to itself under any bankruptcy, reorganization, arrangement, insolvency, receivership, dissolution or liquidation statute or similar law of any Event jurisdiction, or any such proceeding shall be commenced against it or any of its property (an “Automatic Default”); (h) an attachment, sale or seizure shall be issued or shall be executed against any assets of a Dealer or of any Guarantor; (i) a Dealer shall lose, or shall be in default of, any franchise, license or right to deal in any Collateral which a Lender finances; (j) a Dealer, Guarantor or any third party shall file any correction or termination statement with respect to any Uniform Commercial Code (the Lender’s rights “UCC”) filing made by Agent in connection herewith; (k) a material adverse change shall occur in the business, operations or condition (financial or otherwise) of a Dealer (including, if a Dealer is a partnership or limited liability company, any partner or member of a Dealer) or any Guarantor or with respect to the Collateral shall be those Collateral; (l) a Dealer or any Guarantor fails (i) to pay when due any debt (other than a Deferred TRA Obligation) in a principal amount in excess of $1,000,000, or (ii) to perform any other obligation owed to any third party, which involves an amount in excess of $1,000,000; (m) a secured party Dealer or any Guarantor defaults under the UCC and terms of any other agreement with Agent, any Lender or Lender Affiliate, which default is not cured or waived within the applicable grace period, if any; (n) a Change in Control shall occur; (o) a Dealer defaults under the terms of any Program Terms Letter; (p) a Dealer or Guarantor defaults under the terms of the Credit Facility Agreement or a default or event of default (or similar event) shall occur under the Credit Facility Agreement; (q) a Dealer or Guarantor or Credit Facility Agent defaults under the Intercreditor Agreement or any material provision thereof terminates or ceases to be effective; (r) any ERISA Event occurs with respect to a pension plan or multi-employer plan which has resulted or could reasonably be expected to result in liability of any Dealer under Title IV of ERISA or other applicable law to any pension plan, employee benefit plan or multi-employer plan, the Pension Benefit Guaranty Corporation or any other Person in effect from time an aggregate amount equal to time. The Lender shall also have any additional rights granted herein and or in excess of $5,000,000 in any other agreement now calendar year, or hereafter in effect between the Borrower and the Lender. If requested by the Lender any Dealer or any ERISA Affiliate fails to pay when due, after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence expiration of any Event of Defaultapplicable grace period, the Lender shall be entitled to exercise any and all rights installment payment with respect to the Collateral its withdrawal liability under Section 4201 of ERISA or other applicable law under a multi-employer plan in an aggregate amount equal to or in excess of $5,000,000; (s) any material provision of any Loan Document, at any time after its execution and delivery, for any reason other than as expressly permitted hereunder or thereunder, ceases to sell all be in full force and effect; or any part of party hereto or any Guarantor contests in any manner the Collateral at public validity or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice enforceability of any public or private sale as may be required by the UCC, provided that to the extent notice provision of any such sale Loan Document; or (t) any final judgment is required by entered against any of Dealers for the UCC, the Borrower agrees that at least ten days’ notice to the Borrower payment of the time and place $1,000,000 or more in excess of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrowerinsurance, and that, in such event, the Lender judgment shall have no liability remain unstayed or responsibility to the Borrower unpaid for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller more than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if sixty (a60) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsdays. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute Unless an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this AgreementDefault shall have occurred and be continuing, the Note or Collateral Agent shall not be obligated to take any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with action under this Agreement or otherwise to any of the LenderSecurity Documents, including warranties in this Agreement and including any omission to disclose any substantial contingent except for the performance of such duties as are specifically set forth herein or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateraltherein. (b) Upon the occurrence of an If any Event of Default, the Lender may exercise such remedies Default shall have occurred and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender be continuing with respect to any Secured Obligations that CL&P or WMECO, the Collateral Agent shall, at the request of, or may now with the consent of, the Lenders entitled to make such request, exercise in respect of the Collateral FMBs of such Borrower, in addition to other rights and remedies provided for herein or hereafter be payable on demandotherwise available to it, all the rights and remedies available to the Collateral Agent under the applicable Security Documents and under the other Loan Documents or otherwise available to the Collateral Agent. (c) Upon the occurrence of any Event of DefaultSubject to paragraph (e) below, the Lender’s rights and remedies of the Collateral Agent with respect to the Collateral CL&P and WMECO shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. include (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part without limitation of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the LenderCollateral Agent under the Loan Documents or otherwise available to it), (i) the Borrower expressly acknowledges and agrees that with respect right to cause all or a portion of the Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale FMBs (including without limitation all accrued interest thereon) of such Borrower to become immediately due and payable, (ii) the right to collect all amounts payable by such Borrower under the Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate FMBs for the benefit of the Lender), investment banker or any other method common in the securities industryLenders, and (biii) if the purchaser is right to exercise all rights and remedies of a "holder" of a Collateral FMB under the Lender or applicable First Mortgage Indenture of such Borrower. (d) Notwithstanding any affiliate of the Lender, the sale price written instructions received by the Lender Collateral Agent pursuant to paragraph (b) above, and except as expressly provided in the Credit Agreement, the Collateral Agent shall not release any Collateral or any such affiliate in connection with such sale is reasonably supported by quotations received from one portion thereof or more other nationally recognized broker-dealers, investment bankers or other financial institutionslien thereon without the consent of the Lenders. (e) The It is understood that the actual indebtedness of any Borrower evidenced by the Collateral FMBs of such Borrower shall pay all costs be limited to, and expenses incurred by in no event exceed, the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not of such Borrower from time to time outstanding; that at no time shall any claim be made on the Collateral FMBs of such Borrower in excess of the aggregate unpaid Secured Obligations of such Borrower outstanding at such time and whether incurred in connection with collection, trial, arbitration, appeal or otherwise andthat, to the extent the actual indebtedness of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of such Borrower evidenced by the Collateral do not satisfy FMBs of such Borrower exceed the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against of such Borrower, neither the Collateral Agent nor any Lender shall have any right under, or right to exercise any part thereof before or as a condition right granted to the pursuit holders of any such excess Collateral FMBs of its other rights and remedies with respect to such Borrower under, the Secured Obligationsapplicable First Mortgage Indenture.

Default. Time is of the essence under this Lease and each of the following events shall constitute an "Event of Default" hereunder: (a) Each Lessee shall fail to pay any installment of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note basic rent or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essenceamount due hereunder when due; (iib) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time financial or credit information heretofore or hereafter made or furnished by or on behalf of the Borrower Lessee or any endorser Guarantor proves to have been false or guarantor misleading in any material respect or omitted any material fact, contingent or unliquidated liability or claim against Lessee or any such Guarantor; (c) Lessee shall fail to observe or perform (other than the payment of rent or any other party liable payment associated therewith) any term, covenant or condition of the Lease or any other agreement to be observed or performed by Lessee hereunder and the continuance thereof for payment twenty (20) days following written notice thereof by Lessor to Lessee; (d) Lessee or any Guarantor or any partner of Lessee if Lessee is a partnership shall cease doing business as a going concern, make an assignment for the benefit of creditors, become insolvent, or engage in any dissolution or liquidation proceedings; (e) Lessee or any Guarantor or any partner of Lessee if Lessee is a partnership shall voluntarily file, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt, or similar relief under the federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of it or of all or a substantial part of the Secured Obligationsits assets and, pursuant to if involuntary, such petition or appointment shall not have been revoked within sixty (60) days; (f) Lessee or any Guarantor shall be in breach of or in connection default in the payment or performance of any obligation under any credit agreement, conditional sales contract, lease or other contract with this Agreement or otherwise to the LenderLessor, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities an affiliate of Lessor or any other person or entity, howsoever arising; (g) Lessee, or any Guarantor of this Lease shall suffer a material adverse change in facts disclosed by its financial condition or change in its credit rating from the date hereof, whereupon and as a result thereof Lessor deems itself or any certificate, statement, representation, warranty or audit furnished of the Equipment to the Lenderbe insecure; or (ivh) any attachment Guarantor fails to pay or levy against perform any obligation owing to Lessor, or breaches or fails to observe or perform any term, condition, covenant, representation or warranty contained in any agreement made by such Guarantor in favor of Lessor and such failure or breach continues beyond the Collateral applicable grace or cure period set forth in such agreement, if any. Notwithstanding the foregoing, so long as no Event of Default exists, Lessor shall not interfere with Lessee’s right to use the Equipment under any Lease during the initial term or any other occurrence that inhibits the Lender’s free access to the Collateralrenewal term. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each Subject to the rights of CoBank under the CoBank Security Documents, upon the occurrence of a Default, National Beef may redeem from Pledgor or sell so much of the following shall constitute an “Event of Default” hereunder: Collateral as necessary to satisfy the Obligations (i) failure by the Borrower including, without limitation, any amounts necessary to perform any material satisfy Pledgor’s obligations under this the CoBank Loan Documents), providing any such redemption or sale shall be after an appraisal of Fair Value of the Collateral as determined pursuant to Exhibit I hereto and the redemption or sale shall not be at a price less than the Fair Value. No rights and remedies of National Beef expressed hereunder are intended to be exclusive of any other right or remedy under the Cattle Agreement, but every such right or remedy shall be cumulative and shall be in addition to all other rights and remedies herein conferred, or conferred upon National Beef under the Note Cattle Agreement or now or hereafter existing at law or in equity or by statute. No delay on the part of National Beef in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by National Beef of any right or remedy shall preclude other or further exercise thereof or the exercise of any other agreement between right or remedy. No action of National Beef permitted hereunder shall impair or affect the Borrower rights of National Beef in and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (bi) Upon The Pledgor agrees that, in any sale of any of the occurrence Collateral when a Default shall have occurred and be continuing, subject to the rights of an Event CoBank under the CoBank Security Documents, National Beef is authorized to comply with any limitation or restriction in connection with such sale as is necessary in order to avoid any violation of Defaultapplicable law or the Operating Agreements (including, without limitation, compliance with such procedures as may restrict the Lender number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental regulatory authority or official, and Pledgor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall National Beef be liable nor accountable to Pledgor for any reasonable discount allowed by the reason of the fact that such Collateral is sold in compliance with any such limitation or restriction, providing the sale price is at least Fair Value. (ii) Pledgor further agrees, after a Default shall have occurred and be continuing, and upon written request from National Beef, to (A) deliver to National Beef such information concerning Pledgor or the Collateral as National Beef shall reasonably request in connection with the sale of all or any portion of the Collateral, which information shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated or necessary to make such information not misleading, and (B) do or cause to be done all such other acts and things as may be necessary to make such sale of all or any portion of such Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental agencies or instrumentalities, domestic or foreign, having jurisdiction over any such sale. Without limiting the foregoing paragraph, if National Beef decides to exercise its right to sell all or any of the Collateral, upon written request, Pledgor shall furnish or cause to be furnished to National Beef all such remedies and rights information as are available hereunderNational Beef may request in order to qualify the Collateral as exempt securities, or the sale of such Collateral as exempt transactions, under the Note federal and state securities laws. Nothing herein shall be construed to be Pledgor’s consent to, or otherwise. This paragraph is not intended any obligation to affect or impair undertake, a public offering of any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demandpledged securities. (c) Upon For the purpose of carrying out the terms of this Agreement, Pledgor appoints National Beef, or any other person whom National Beef may designate, as attorney in fact, effective from the occurrence and during the continuance of any Event of DefaultDefault hereunder, the Lender’s rights with respect power to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise take any and all rights with respect to the Collateral actions and to sell execute any and all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisementdocuments and instruments that may, in such manner and order as the Lender may elect subject judgment of National Beef, be necessary or desirable to complying with accomplish the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice purposes of any public or private sale as may be required by the UCCthis Agreement, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be including but not limited to (i) the liability (if any) imposed on it as a matter power to pay off all obligations of law Pledgor under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to CoBank Loan Documents and terminate the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industryCoBank Loan Documents, and (bii) if do any and all things necessary to carry out the purchaser is the Lender or any affiliate purposes of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon . Pledgor ratifies and approves all acts of such attorney. Neither National Beef nor any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought other person or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall entity designated by it as attorney hereunder will be liable for any deficiencies in the event the Proceeds act or omission nor for any error of disposition judgment or mistake of the Collateral do not satisfy the Secured Obligations in fullfacts or law. Nothing contained This power, being coupled with an interest, is irrevocable until this Agreement is terminated as herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsprovided.

Default. 9. The Assignor shall be in default under this General Security Agreement upon the occurrence of any one of the following events: (a) Each the nonpayment by the Assignor, when due, whether by acceleration or otherwise, of any of the following shall constitute Indebtedness; (b) the death or a declaration of incompetency by a court of competent jurisdiction with respect to the Assignor, if an “Event individual; (c) the failure of Default” hereunder: (i) failure by the Borrower Assignor to observe or perform any material obligations under this Agreementcovenant, the Note undertaking or any other agreement between the Borrower and the Lender heretofore or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise hereafter given to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent whether contained herein or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or not; (ivd) any attachment or levy against the Collateral an execution or any other occurrence that inhibits process of the Lender’s free access to Court becomes enforceable against the Collateral.Assignor or a distress or an analogous process is levied upon the property of the Assignor or any part thereof; (be) Upon the occurrence Assignor becomes insolvent, commits an act of bankruptcy, makes an Event assignment in bankruptcy or a bulk sale of Defaultits as- sets, the Lender may exercise such remedies and rights any proceeding for relief as are available hereundera Assignor or liquidation, under the Note re-assignment or otherwise. This paragraph winding-up is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights commenced with respect to the Collateral shall be those Assignor or an application for a bankruptcy order is filed or presented against the Assignor and is not bona fide opposed by the Assignor; (f) the Assignor ceases to carry on business; (g) any representation or warranty of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted Assignor contained herein and or in any document or certificate furnished in connection herewith proves to have been untrue in any material respect at the time in respect of which it was made; (h) an encumbrancer, whether permitted or otherwise, takes possession of any significant portion of the Collateral; (i) an order is made or legislation enacted for the expropriation, confiscation, forfeiture, escheating or other agreement now taking or hereafter in effect between compulsory divestiture, whether or not with compensation, of all or a significant portion of the Borrower Collateral unless the same is being actively and the Lender. If requested diligently contested by the Lender after the occurrence of an Event of DefaultAssignor in good faith, the Borrower will assemble the Collateral and make it available Assignor shall have provided to the Lender at a place such security therefor as it may reasonably require and such order or legislation shall have been vacated, lifted, discharged, stayed or repealed within thirty days from the date of being entered, pronounced or enacted, as the case may be; (j) the Assignor is liquidated, dissolved or its corporate charter expires or is revoked; or (k) the Assignor defaults in the observance or performance of any provision relating to be designated by indebtedness of the LenderAssignor to any credi- tor other than the Lender and thereby enables such creditor to demand payment of such indebtedness. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC10. The Lender may purchase in writing waive any breach by the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice Assignor of any public of the provisions contained herein or private sale as may be any default by the Assignor in the observance or performance of any covenant or condition required by the UCC, Lender to be observed or performed by the Assignor; provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale no act or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred omission by the Lender in enforcing this Agreement, realizing upon the premises shall extend to or be taken in any Collateral and collecting manner whatsoever to affect any Secured Obligations (including attorneys’ fees) whether suit is brought subsequent breach or not and whether incurred in connection with collection, trial, arbitration, appeal default or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsresulting therefrom.

Default. (a) Each of 6.1 Subject to the following shall constitute immediately succeeding sentence, if an “Event of Default” hereunder: (i) failure by Default shall have occurred and be continuing, the Borrower Purchasers shall have, in addition to perform any material obligations under other rights and remedies contained in this Security Agreement, all the Note or any rights and remedies of a secured party under the Uniform Commercial Code, and all other agreement between the Borrower rights and the Lender or remedies provided by the Borrower in favor law, all of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise which shall be cumulative to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed extent permitted by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) law. Upon the occurrence of an Event of DefaultDefault and at any time thereafter if such or any other Event of Default shall then be continuing, the Lender may exercise such remedies and rights as are available hereunderPurchasers, under acting by the Note or otherwise. This paragraph is not intended to affect or impair any rights written consent of the Lender with respect Purchasers holding at least two-thirds of the aggregate principal balance of all Notes then outstanding, shall have the right without further notice to the Company to settle, compromise or release, in whole or in part, any Secured Obligations that may now amounts owing on the Collateral, to prosecute any action, suit or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights proceeding with respect to the Collateral shall be those of a secured party under the UCC Collateral, to sell, assign and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble deliver the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral thereof), at public or private sale in accordance with sale, at broker's board, for cash, upon credit or otherwise, at the UCC, without advertisement, in such manner Purchasers' sole option and order as discretion and the Lender Purchasers may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account bid or become purchasers at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respectpublic, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kindredemption, including which is hereby expressly waived. The net cash proceeds resulting from the exercise of any equity or right of redemption of the Borrower that may foregoing rights or remedies shall be waived or any other right or claim applied by the Purchasers to the payment of the BorrowerObligations in such order as the Purchasers may elect, and the BorrowerCompany shall remain liable to the Purchasers for any deficiency, together with interest thereon at the rate provided in the Notes, and the cost and expenses of collection of such deficiency, including (to the extent permitted by law), hereby specifically waives all rights of redemptionwithout limitation, stay attorneys' fees, expenses and disbursements. 6.2 If at any time or appraisal that times hereafter the Borrower has Purchasers or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that Collateral Agent employ counsel for advice with respect to Collateral consisting of notesthis Security Agreement, bonds or to intervene, file a petition, answer, motion or other securities which are not sold on a recognized marketpleading in any suit or proceeding relating to this Security Agreement or relating to any Collateral, or to protect, take possession of, or liquidate any Collateral, or to attempt to enforce any security interest or lien in any Collateral, or to represent the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by Purchasers in any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker pending or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies threatened litigation with respect to the Secured Obligationsaffairs of the Company in any way relating to any of the Collateral or to the Obligations or to enforce any rights of the Purchasers or liabilities of the Company, account debtors, or any other person, firm or corporation which may be obligated to the Purchasers by virtue of this Security Agreement or any instrument or document now or hereafter delivered to the Purchasers by or for the benefit of the Company, then in any of such events, all of the attorneys' fees arising from such services, and any expenses, costs and charges relating thereto, shall become a part of the Obligations secured by the Collateral payable on demand.

Default. (a) Each of the following shall constitute be deemed to be an “Event event of Default” default by Tenant and a breach by Tenant hereunder: : (ia) failure the filing by the Borrower to perform any material obligations under this Agreement, the Note or against Tenant or any other agreement between the Borrower and the Lender assignee or by the Borrower guarantor of this Lease in favor any court pursuant to any statute either of the Lender, time being of the essence; (ii) the commencement United States or of any state, of a petition in bankruptcy or insolvency proceedings by or against a petition for reorganization or for the Borrower; (iii) material falsity in any certificate, statement, representation, warranty appointment of a receiver or audit at any time furnished by trustee of all or on behalf a portion of the Borrower property of Tenant or such assignee or guarantor or the making by Tenant or such assignee or guarantor of an assignment for the benefit of creditors, or the petitioning for or entering into an arrangement pursuant to any endorser statute either of the United States or of any state by Tenant or such assignee or guarantor or the taking of this Lease under any post-judgment writ of execution or attachment, or the issuance of any post-judgment, execution or attachment against Tenant or such assignee or guarantor or any other party liable of their property, or the dissolution or liquidation or commencement of any action or proceeding for payment the dissolution or liquidation of all Tenant or part such assignee or guarantor, provided, however, that Tenant shall not be deemed to be in default hereunder by reason of the Secured Obligationsfiling of any petition for reorganization under Chapter 11 of the Bankruptcy Act if, and for so long as (x) Tenant shall pay to Landlord, as, when, and in the amount(s) due and payable pursuant to or in connection with the terms of this Agreement or otherwise Lease, all Rent and Additional Rent which shall accrue and become due and payable prior to the Lender, including warranties in this Agreement filing of such petition and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished all Rent which shall accrue and become due and payable subsequent to the Lender; or filing of such petition, and (ivy) any attachment or levy against Tenant shall operate its business in the Collateral or any other occurrence that inhibits Premises in the Lender’s free access same manner as it had been operated prior to the Collateral.filing of such reorganization petition, and (z) Tenant shall, in all other respects, pay all other sums and perform all other duties and obligations on its part to be paid and performed under this Lease; or (b) Upon the occurrence passing of an Event this Lease to or the devolution of Defaultthis Lease upon any person, the Lender may exercise such remedies and rights as are available hereunderfirm or entity other than Tenant or a permitted assignee or subtenant, under the Note whether by operation of law or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand.; or (c) Upon the occurrence Leased Premises being abandoned within the meaning of any Event Section 83.05 of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender.Florida Statutes; or (d) Upon the occurrence of Leased Premises becoming vacant or deserted at any Event of Default, the Lender shall be entitled to exercise any and all rights with respect time prior to the Collateral first anniversary of the Commencement Date and remaining so for ten (10) or more consecutive days; or (e) the Leased Premises becoming vacant or deserted at any time subsequent to sell the first anniversary of the Commencement Date and remaining so for thirty (30) or more days; or (f) default by Tenant in the payment of all Rent or any part of thereof as and when same is due, or in the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice making of any public or private sale as may be required by other payment herein provided for and the UCCcontinuation of such default for a period of five (5) days after Landlord shall have given Tenant a written notice specifying the default in question, provided however that if Tenant shall fail, refuse or neglect, for any reason, to the extent notice pay any portion of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale Rent or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence other sum due hereunder on more than two (2) occasions in any respectperiod of twelve (12) consecutive months during the term of this Lease, its liability for then, notwithstanding that such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender prior defaults shall have no liability or responsibility to been cured within the Borrower for period after notice provided in this SubParagraph 32 (f), any further similar default during such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender twelve (12) month period shall be deemed to have conducted be deliberate and shall constitute a commercially reasonable sale material event of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies default hereunder with respect to which no notice or grace period shall be granted or available to Tenant; or (g) default by Tenant in the Secured Obligationsperformance of any other duty, obligation, covenant, or agreement on Tenant’s part to be performed under this Lease and the continuation of such default for thirty (30) days after Landlord shall have given to Tenant a written notice specifying the nature of such default, provided however that if said default shall be of such a nature that it cannot reasonably be cured or remedied within said thirty (30) day period, the same shall not be deemed an event of default if Tenant shall have commenced, in good faith, the curing or remedying of such default within such thirty (30) day period and shall thereafter continuously and diligently proceed therewith to completion.

Default. Borrower is in default on this Note under any one or more of the following circumstances: (a) Each Borrower or any guarantor fails to pay when due any installment or other sums owed under any Loan Account or other provision in this Note or in any Loan Document; (b) Borrower is declared to be in default on any other loan or obligation of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform Lender or in which Lender has an interest, or Borrower or any material obligations under guarantor breaches any term, condition or representation in this AgreementNote or in any Loan Document or in connection with any other loan of this Lender, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essencelender; (iic) Any of Borrower's or any guarantor’s representations to this or any other lender in connection with any loan are materially false or misleading; (d) Borrower's death, dissolution, incapacity or termination of existence; (e) Borrower's or any guarantor’s insolvency, business failure, application for or consent to appointment of a receiver/custodian or trustee for itself or any of its assets, assignment to an agent authorized to liquidate any substantial amount of assets, assignment for the benefit of creditors by, or commencement of any proceeding under any bankruptcy or insolvency proceedings law by or against the Borrower, or any guarantor, endorser, or surety for Borrower; (iiif) material falsity Any judgment, writ, levy, lien, attachment, notice of tax lien, tax lien, or similar process is entered against Borrower, any guarantor or any of Borrower's or any of guarantor's properties and is not vacated, bonded, or stayed to the satisfaction of Lender; (g) A default occurs under any guaranty given to Lender as security for this Note, or any guarantor shall purport to terminate, repudiate or contest any such guaranty; any guarantor who is a natural person shall die or becomes incapacitated; or any guarantor that is not a natural person shall be dissolved or terminated; or (h) Borrower sells, leases, encumbers or transfers, or enters into any agreement for the sale, lease, encumbrance, transfer or nonuse of any water, water rights or “Water Assets”, as such may be defined in any certificatedeed of trust, statementmortgage, representation, warranty security agreement or audit at any time furnished by other agreement relating to the pledge of water or on behalf of the water rights; or (i) if Borrower or any endorser or guarantor or any is an entity other party liable for payment than a natural person, a transfer of all or part a beneficial interest of the Secured Obligationssuch entity, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the CollateralNote. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute If an “Event of Default” hereunder: (i) failure by Default shall occur, at the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor election of the Lender, time being all Obligations shall become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of the essence; (ii) the commencement Default has occurred. The Lender is hereby authorized, at its election, after an Event of Default or after Demand, without any bankruptcy further demand or insolvency proceedings notice except to such extent as notice may be required by applicable law, to take possession and/or sell or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment otherwise dispose of all or part any of the Secured Obligations, pursuant to Collateral at public or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement private sale; and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may also exercise such any and all other rights and remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other Code or which are otherwise accorded to it by applicable law in effect from time to time. The law, all as the Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lendermay determine. If requested notice of a sale or other action by the Lender after is required by applicable law, unless the occurrence Collateral is perishable or threatens to decline speedily in value or is of an Event of Defaulta type customarily sold on a recognized market, the Borrower will agrees that five (5) days' written notice to the Borrower, or the shortest period of written notice permitted by such law, whichever is larger, shall be sufficient notice; and that to the extent permitted by law, the Lender, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is or a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which the Borrower hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrower to the Lender shall be returned to the Borrower or to such other party as may be legally entitled thereto; and if there is a deficiency, the Borrower shall be responsible for the same, with interest. Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon Lender which is reasonably convenient to the Lender and the Borrower. The Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to the Borrower upon reliance of the Borrower's granting the Lender the rights and remedies contained in this Agreement including without limitation, the right to take immediate possession of the Collateral upon the occurrence of any an Event of Default, the Lender shall be entitled to exercise any and all rights Default or after DEMAND with respect to Obligations payable on DEMAND and the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as Borrower hereby acknowledges that the Lender may elect subject is entitled to complying with the UCC. The Lender may purchase the Collateral for equitable and injunctive relief to reinforce any of its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available hereunder or under the Code and the Borrower hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each The Bankruptcy of a Consenting Stockholder or its Parent (or any Subsidiary of such Parent through which such Parent beneficially owns its interest in such Consenting Stockholder) prior to consummation of the following Company's initial Public Offering with respect to any Consenting Stockholder shall constitute an “"Event of Default” hereunder: " by such Consenting Stockholder (ithe "Defaulting Holder") failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an any Event of Default with respect to any Defaulting Holder, the other Consenting Stockholder Group, provided it includes no Defaulting Holders (the "Nondefaulting Holder"), shall have the right exercisable by written notice given to the Defaulting Holder at any time after and during the continuance of such Event of Default, to cause the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights purchase of the Lender entire ownership interest (including debt and equity) of such Defaulting Holder in the Company. Such remedy shall, with respect to an Event of Default referred to in Section 7.09(a), be in addition to all other rights or remedies available to the Nondefaulting Holder, to any Secured Obligations that may now other party hereunder or hereafter to the Company under this Agreement or under any other Operative Document or otherwise, and all such remedies shall be payable on demandcumulative and no such remedy shall be to the exclusion of any other remedy. (c) Upon In the occurrence event written notice (a "Buy-Out Notice") of election to cause the purchase of the ownership interest of any Event of Default, Defaulting Holder (the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested "Purchased Interest") is given by the Lender after Nondefaulting Holder pursuant to Section 7.09(b), then the occurrence of an Event of Default, the Borrower Purchased Interest will assemble the Collateral and make it available to the Lender at a place to be designated purchased by the LenderNondefaulting Holder (the "Buyer"). (d) Upon The price (the occurrence of any Event of Default, "Buy-Out Price") to be paid by the Lender shall Buyer for the Purchased Interest will be entitled determined as follows: The Buyer and the Defaulting Holder will mutually select a nationally recognized investment banking firm (an "Investment Banking Firm") to exercise any act as the "Arbiter" under this Section 7.09(d). If the Buyer and all rights with respect to the Collateral and to sell all or any part Defaulting Holder have not selected an Investment Banking Firm by 5:00 p.m. New York City time on the fifth Business Day after the date of the Collateral Buy-Out Notice, then the Buyer and the Defaulting Holder will each select an Investment Banking Firm at public or private sale in accordance with its own expense, and the UCC, without advertisement, in such manner and order two Investment Banking Firms will mutually select a third Investment Banking Firm to act as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCCArbiter; provided, provided that to the extent notice of any such sale is required by the UCChowever, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if by 5:00 p.m. New York City time on the Lender fails to comply with this sentence in any respecttenth -------- ------- Business Day after the date of the Buy-Out Notice, its liability for either the Buyer or the Defaulting Holder has selected such failure shall be limited an Investment Banking Firm while the other has not, then the Investment Banking Firm so selected will act as the Arbiter. Once the Arbiter has been selected, the Buyer and the Defaulting Holder will each submit to the liability (if any) imposed on it as Arbiter, within thirty days of such selection, a matter of law under price for the UCCPurchased Interest. The Borrower acknowledges that Collateral may be sold at a loss Arbiter shall pick as the Buy-Out Price under this Section 7.09(d) either the price submitted by the Buyer or the price submitted by the Defaulting Holder, whichever price is, in the judgment of the Arbiter, closer to the Borrowerprice that an unaffiliated third party willing and able to buy would be willing to pay, and thatwhich a willing and able seller would be willing to accept, in such event, for the Lender shall have no liability or responsibility to Purchased Interest. Such determination of the Borrower for such lossBuy-Out Price by the Arbiter will be final and binding on the Buyer and the Defaulting Holder. The Borrower further acknowledges that a private sale may result in prices Buyer and the Defaulting Holder will each pay one-half of the fees and expenses of the Arbiter. All other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result costs and expenses of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may determination will be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received borne by the Lender party incurring such cost or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsexpense. (e) The Borrower closing of any purchase of a Purchased Interest shall pay all costs and expenses incurred take place at the principal executive offices of the Company at 10:00 a.m. local time on a Business Day selected by the Lender Buyer, which closing date shall be as promptly as practicable, and in enforcing this Agreementany event within sixty days following the determination of the Buy-Out Price, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, subject to extension for a maximum of one hundred eighty additional days to the extent required to obtain all necessary Governmental and Private Approvals. The closing shall be subject to the conditions applicable to the transfer of Offered Shares as contemplated by Section 7.05(a). At such closing, the Defaulting Holder shall Transfer to the Buyer the Purchased Interest, free and clear of all Liens (other than Permitted Liens), and shall execute such documents as may be necessary to effectuate the sale. Unless otherwise agreed by the Buyer and the Defaulting Holder, the Buy-Out Price shall be payable by wire transfer of same day funds or by certified or cashier's check drawn to the order of the Borrower’s liability for repayment Defaulting Holder, as specified by the Defaulting Holder. (f) In lieu of giving a Buy-Out Notice pursuant to Section 7.09(b), the Nondefaulting Holder may elect, by written notice given to the Defaulting Holder at any time during the continuance of such Event of Default to cause the Company to be dissolved and its assets liquidated. If such election is made by the Nondefaulting Holder, the Defaulting Holder shall vote its shares of Company Common Stock in favor of dissolution of the Secured ObligationsCompany. Such remedy shall, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to an Event of Default referred to in Section 7.09(a)(i), be in addition to all other rights or remedies available to the Secured ObligationsNondefaulting Holder, to any other party hereunder or to the Company under this Agreement or under any other Operative Document or otherwise, and all such remedies shall be cumulative and no such remedy shall be to the exclusion of any other remedy.

Default. If Pledgor (a) Each defaults in the payment of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations principal under this Agreement, the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other agreement between the Borrower and the Lender or by the Borrower in favor event of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, default under the Note or otherwise. This paragraph this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to the Note, the Company may (following five (5) days notice to Executive, during which the default is not intended to affect or impair cured) exercise any rights and all the rights, powers and remedies of any owner of the Lender Pledged Interest (including the right to vote the Pledged Interest and receive any distributions with respect to such Pledged Interest) and shall have and may exercise without demand any Secured Obligations that may now and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of New York or hereafter be payable on demand. (c) Upon otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of any Event and during the continuance of Defaulta default, the Lender’s rights with respect Company is authorized to the Collateral shall be those of a secured party under the UCC sell, assign and any other applicable law in effect deliver at its discretion, from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or any private sale in accordance with the UCCor public auction, without advertisementon not less than ten days written notice to Pledgor, in at such manner price or prices and order upon such terms as the Lender Company may elect subject deem advisable. Pledgor shall have no right to complying with the UCC. The Lender may purchase redeem the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of after any such sale is required by the UCCor assignment. At any such sale or auction, the Borrower agrees that at least ten days’ notice to Company may bid for, and become the Borrower purchaser of, the whole or any part of the time and place Pledged Interest offered for sale. In case of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, after deducting the Lender shall have costs, attorneys' fees and other expenses of sale and delivery, the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any remaining proceeds of such sale shall hold be applied to the Collateral so sold absolutely principal of and free from any claim or right of whatsoever kindaccrued interest on the Note and other amounts related thereto (including costs, including any equity or right of redemption attorneys' fees associated with enforcement hereof); provided that after payment in full of the Borrower that may be waived or any other right or claim indebtedness evidenced by the Note, the balance of the Borrower, proceeds of sale then remaining shall be paid to Pledgor and the Borrower, Pledgor shall be entitled to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment return of any of the Secured Obligations, Pledged Interest remaining in the hands of the Company. Pledgor shall be liable for any deficiencies in deficiency (to the event extent liable therefor under the Proceeds of disposition of Note) if the Collateral do not satisfy remaining proceeds are insufficient to pay the Secured Obligations indebtedness under the Note in full. Nothing contained herein shall be deemed to require , including the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit fees of any of its other rights and remedies with respect attorneys employed by the Company to the Secured Obligationscollect such deficiency.

Default. (a) Each of In the following shall constitute an “Event of Default” hereunder: (i) failure by event that the Borrower Pledgor fails to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise pay to the Lender, including warranties in this Agreement and including Pledgee any omission to disclose any substantial contingent Obligation when due or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights Pledgee shall have all of the Lender with respect rights and remedies afforded to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights secured parties with respect to the Collateral shall be those as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of a secured party under the UCC foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any other applicable law part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in effect from time to timeone or more parcels at public or private sale or sales, upon such terms and conditions and at such prices as it may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Lender Pledgee shall also have the right upon any additional rights granted herein and in any other agreement now such public sale or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultsales, the Borrower will assemble the Collateral and make it available and, to the Lender at a place extent permitted by law, upon any such private sale or sales, to be designated by purchase the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all whole or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCCso sold. The Lender may purchase Pledgee shall apply any proceeds from time to time held by it and the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice net proceeds of any such sale is or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the UCCCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Borrower agrees that Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days’ (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Borrower Pledgor and ▇▇▇▇▇ ▇▇▇▇. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the time Collateral are insufficient to pay all of the Obligations and place any and all costs and expenses of every kind incurred by the Pledgee with respect to the collection of such deficiency, including, without limitation, all reasonable fees and disbursements of any attorneys employed by the Pledgee. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the time after Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which any private sale is will be obliged to be made shall constitute reasonable notification agree, among other things, to acquire such securities for their own account for investment and provided further that, if the Lender fails to comply not with this sentence in any respect, its liability for such failure shall be limited a view to the liability (if any) imposed on it as a matter of law under the UCCdistribution or resale thereof. The Borrower Pledgor acknowledges and agrees that Collateral may be sold at a loss to the Borrower, and that, in any such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, and agrees that no any such private sale shall, under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to the extent permitted by applicable law, be deemed not use his best efforts to do or cause to be “commercially reasonable” solely done all such other acts as a result may be necessary to make such sale or sales of such prices and other sale terms. Upon all or any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof portion of the Collateral so sold. Each buyer at pursuant to this section valid and binding and in compliance with any such sale and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall hold not be conditioned or contingent upon the Collateral so sold absolutely and free from pursuit by the Pledgee of any claim right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that offset with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, thereto. Neither the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of Pledgee nor any of the Secured Obligations, its affiliates or representatives shall be liable for any deficiencies in the event the Proceeds of disposition failure to demand, collect or realize upon all or any part of the Collateral do not satisfy or for any delay in doing so, nor shall the Secured Obligations in full. Nothing contained herein shall Pledgee be deemed under any obligation to require sell or otherwise dispose of any Collateral upon the Lender request of the Pledgor or any other person or to proceed against take any other action whatsoever with regard to the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsthereof.

Default. (a) Each This Deed of Trust shall be in default upon the happening of any of the following "events of default": A. Any Secured Obligation is not paid or performed as and when due or is otherwise in default. B. Grantor fails to keep, perform or observe any covenant, agreement, term or condition that Grantor is required to keep, perform, or observe under this Deed of Trust, or Grantor fails to perform any of Grantor's obligations or duties under the terms of this Deed of Trust. C. An event or condition occurs that would allow Beneficiary to accelerate any Secured Obligation or would constitute a default or an event of default under the terms of (i) any Secured Obligation, (ii) any loan agreement, security instrument, or other document evidencing, guaranteeing or securing any Secured Obligation, or (iii) any prior or subordinate deed of trust affecting the premises. D. Unless known and approved by Beneficiary at the time this Deed of Trust is recorded, the existence of any lien, charge or encumbrance that impairs the validity of this Deed of Trust or has priority over the lien of this Deed of Trust. E. Any proceeding is instituted to enforce any lien, charge or encumbrance against any of the premises, whether such lien has priority over or is subordinate to the lien of this Deed of Trust. F. Any civil or criminal forfeiture action or proceeding is begun that, in Beneficiary's good faith judgment, could result in forfeiture of the premises or any part thereof or otherwise materially impair the lien or the priority of the lien of this Deed of Trust. G. Grantor abandons the premises, is declared bankrupt or insolvent, or dissolves, liquidates or ceases to exist as a legal entity. I. A change in the ownership of the borrower whether such change is attributable to death, insolvency, lawsuit, judgment, bankruptcy or otherwise. Except as provided below, if an event of default is curable and no notice has been previously given by Beneficiary of the same or any other event of default within the preceding 12 months, Grantor shall constitute have 30 days following Beneficiary’s giving of written notice of default within which to cure the default. If the default is curable but cannot reasonably be cured within the 30-day cure period, and if Grantor commences to cure the default during the 30-day cure period and diligently proceeds thereafter to cure such default, then the cure period shall be extended for a reasonable time not to exceed an “Event additional 30 days (for a total of Default” hereunder: 60 days) in order to provide Grantor the opportunity to cure the default. However, Grantor shall not be entitled to notice of default or the opportunity to cure a default if Beneficiary has previously given notice of a default within the preceding 12 months or if the default occurs because of (i) failure by the Borrower to pay or perform any material obligations under this AgreementSecured Obligation as and when due, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) failure to keep any insurance on the commencement premises required by this Deed of any bankruptcy Trust continuously in full force and effect, or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Defaultwaste, the Lender’s rights with respect damage or injury to the Collateral shall be those of a secured party under premises that substantially reduces the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part value of the Collateral at public premises, or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice immediate threat of any such sale waste, damage or injury. If Grantor is required by not entitled to notice of default and the UCCopportunity to cure, or if the Borrower agrees that at least ten days’ notice to default is not cured during any applicable cure period following the Borrower of the time and place giving of any public sale or required notice of default, Beneficiary may invoke the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent remedies permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result this Deed of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer Trust (including any affiliate of the Lender), investment banker foreclosure) without further notice or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsdemand. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each The occurrence of one or more of the following shall in clauses (a)-(e) below will constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations Default under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.Lease: (b) Customer fails to pay when due any rental payment or any other payment due under this Lease or fails to perform its obligations under Section 9 of this Lease: (c) Customer fails to perform or observe any other term or condition under this Lease and such failure remains unremedied for more than ten (10) days after such failure to perform or observe; (d) Customer or any person or entity which controls more than fifty percent (50%) of Customer’s equity (a “Control Person”) or any guarantor of any of Customer’s obligations hereunder (a”Guarantor”) (i) becomes insolvent, (ii) becomes subject to any voluntary or involuntary bankruptcy or reorganization proceedings, (iii) commits an act or bankruptcy, (iv) admits in writing its inability to pay its debts as they become due or (vii) enters into any type of voluntary or involuntary liquidation or dissolution; (e) Customer, any Control Person or any Guarantor defaults under any other agreement with DSMBI or any affiliate of DSMBI; and (f) Any letter of credit, guaranty or other security given to secure the performance of Customer’s obligations under this Lease expires, terminates or in the reasonable opinion of DSMBI becomes worthless. Upon the occurrence of an Event of Default, DSMBI will have the Lender may exercise such remedies option to declare the entire balance of rent for the remainder of the stated lease term immediately due and rights as are available hereunder, payable and to accelerate and make immediately due and payable any other amounts owing under this Lease. DSMBI will also have the Note option to retake and retain any or otherwise. This paragraph is not intended to affect or impair any all of the Equipment free of all rights of Customer without any further liability or obligation to redeliver any of the Lender with respect Equipment to Customer, and Customer hereby grants DSMBI the right to enter upon any Secured Obligations that may now premises where all or hereafter be payable on demand. any of the Equipment is located in order to take possession of and remove such Equipment. (Notwithstanding the foregoing, if an Event of Default occurs under clause (c) Upon above, such accelerations will occur automatically without the occurrence need for declaration.) Customer will pay to DSMBI’s on demand all fees; costs and expenses incurred by DSMBI in enforcing its all other remedies provided in the Lease or exist in at law or in equity. No action taken by DSMBI pursuant to this Section 11 or Section 13 will release Customer from Customer’s covenants, obligations and indemnities provided under this Lease, including but not limited to Customer’s obligation for the payment of any Event of Default, rentals provided in the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the LenderLease. If requested by DSMBI retakes possession of the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all Equipment or any part of the Collateral Equipment and there is at public or private sale in accordance with the UCC, without advertisementtime of such retaking, in upon or attached to such manner and order as repossessed Equipment, any other property, goods or things of value owned by Customer or in the Lender may elect subject custody or control of Customer, DSMBI is authorized to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result take possession of such prices other property, goods or things and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim same for Customer, at Customer’s sole cost, either in DSMBI’s possession or right of whatsoever kindin public storage, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsat DSMBI’s sole discretion. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each The occurrence of any of the following shall constitute a Default hereunder: nonpayment, when due, whether by acceleration or otherwise, of any amount payable on any of the Liabilities; an “Event of Default” hereunder: ; an Unmatured Event of Default under Section 9.1(g) of the Credit Agreement; or the Pledgor shall default in any agreement contained herein (i) failure and, so long as no material portion of the Collateral is unperfected as a result of such default, continuation of such default for five Business Days after notice from any Agent or any Lender). Upon a Default, the Paying Agent may exercise from time to time any rights and remedies available to it under the Uniform Commercial Code as in effect from time to time in Illinois or otherwise available to it. If any notification of intended disposition of any of the Collateral is required by law, such notification, if mailed, shall be deemed reasonably and properly given if mailed at least ten days before such disposition, postage prepaid, addressed to the Pledgor, either at the address of the Pledgor shown below, or at any other address of the Pledgor appearing on the records of the Paying Agent. Any proceeds of any disposition of Collateral may be applied by the Borrower Paying Agent to perform the payment of expenses in connection with the Collateral, including Attorney Costs and legal expenses, and any material obligations balance of such proceeds may be applied by the Paying Agent toward the payment of such of the Liabilities, and in such order of application, as the Paying Agent may from time to time elect. All rights and remedies of the Paying Agent expressed herein are in addition to all other rights and remedies possessed by it, including those under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor instrument relating to any of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower Liabilities or any endorser or guarantor or any other party liable for payment of all or security therefor. No delay on the part of the Secured ObligationsPaying Agent in the exercise of any right or remedy shall operate as a waiver thereof, pursuant to and no single or in connection with this Agreement partial exercise by the Paying Agent of any right or otherwise to remedy shall preclude other or further exercise thereof or the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or exercise of any other occurrence that inhibits right or remedy. No action of the Lender’s free access Paying Agent permitted hereunder shall impair or affect the rights of the Paying Agent in and to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair The Pledgor agrees that in any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence sale of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner whenever a Default hereunder shall have occurred and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCCcontinuing, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale Paying Agent is to be made shall constitute reasonable notification and provided further that, if the Lender fails hereby authorized to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability limitation or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate restriction in connection with such sale as it may be advised by counsel is reasonably supported necessary in order to avoid any violation of applicable law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by quotations received from one any Governmental Authority, and the Pledgor further agrees that such compliance shall not result in such sale being considered or more other nationally recognized broker-dealersdeemed not to have been made in a commercially reasonable manner, investment bankers nor shall the Paying Agent be liable or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred accountable to the Pledgor for any discount allowed by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent reason of the Borrower’s liability for repayment of fact that such Collateral is sold in compliance with any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral such limitation or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsrestriction.

Default. (a) Each 8.1. All works and other matters to be constructed, provided and maintained by the Owner pursuant to this Agreement, shall be continuously provided and maintained by the Owner at his sole risk and expense and to the satisfaction of the following shall constitute an “Event Municipality. If, in the opinion of Default” hereunder: (i) failure by the Borrower to perform Municipality, based upon reasonable grounds, the Owner has defaulted in the construction, provision or maintenance of any material obligations of the works or of any other matter required under this Agreement, the Note or any other agreement between Owner must rectify such default to the Borrower and satisfaction of the Lender or Municipality after notification thereof. Any matter deemed by the Borrower Municipality to be an emergency shall be rectified forthwith. Any other matters shall be rectified within thirty (30) days of receipt of notice unless a greater time period is provided by the Municipality. 8.2. If in favor the reasonable opinion of the LenderMunicipality, the Owner has not rectified all such matters and things as are in default after the stipulated time being period for rectification, the Municipality may at the expense of the essence; Owner, through it's agents, employees and/or servants enter upon the lands and do all such matters and things required to rectify the default. Actual cost incurred by the Municipality in carrying out such remedial work plus fifteen (ii15%) per cent of such cost as a charge for overhead (and to be construed as a liquidated amount, not as a penalty) shall be paid by the commencement Owner to the Municipality within thirty (30) days of the mailing of or presentation of an invoice to the Owner. 8.3. The Municipality may utilize any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished securities deposited by or on behalf of the Borrower Owner in full or partial satisfaction of the costs associated with any endorser default. Money owing by the Owner may be collected by the Municipality in like manner as municipal taxes, or guarantor pursuant to provisions of the Planning Act, R.S.O. 1990, Chapter P.13 the Municipal Act, R.S.O., 1990 Chapter M.45 or by any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise means legally available to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the CollateralMunicipality. (b) Upon 8.4. Whenever the occurrence Municipality is authorized or permitted to enter onto the lands for purposes of an Event of Defaultinspecting or completing works or facilities, maintaining same or otherwise, the Lender may exercise such remedies and rights as are available hereunderMunicipality, under it's agents, servants or employees shall not be considered to be trespassers, nor liable in any way for acts or omissions unless occasioned by gross negligence. It shall be the Note or otherwise. This paragraph is not intended Municipality's sole discretion, acting reasonably, to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights determine when it should intervene with respect to the Collateral lands and it is hereby understood and agreed that any failure to intervene or delay in so doing shall not be those of a secured party under grounds to condone or excuse the UCC and Owner from any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultdefault, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the LenderMunicipality's remedies being cumulative. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of The term “default,” and the following shall constitute an term “Event of Default,” hereunder: as used herein, shall mean the occurrence of any one or more of the following events, subject to any applicable notice and cure periods: (ia) failure a default in the payment of any installment of principal or interest under the Note; or (b) a default in the payment of any other sum under the Note; or (c) a default in the payment of any other sum when due hereunder or under any other Loan Document; or (d) default in the payment of any of the Impositions, any Assessment, or (e) default in keeping in force the insurance which Mortgagor is required to maintain under Section 2.6 hereof or in delivering or assigning the insurance policies or renewals or certificates thereof, or in reimbursing Mortgagee for premiums paid by it on such insurance; or (f) upon the Borrower to perform actual or threatened waste, removal, alteration or demolition of any material part of the Property; or (g) default in complying with Mortgagor’s obligations under this Agreement, Section 2.12 hereof or upon the Note assignment by Mortgagor of any Lease or of the whole or any other agreement between the Borrower and the Lender or by the Borrower in favor part of the Lenderrents, time being income or profits arising from the Property without the prior written consent of Mortgagee, other than as permitted in the essenceLoan Documents; or (iih) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower if Mortgagor or any endorser or guarantor or any other party liable for payment of all or part of the Secured ObligationsObligations becomes insolvent; or (i) if Mortgagor or any guarantor generally does not pay its debts as they become due; or (j) if Mortgagor or any guarantor makes an assignment for the benefit of creditors; or (k) if Mortgagor or any guarantor calls or causes to be called a meeting of creditors for the composition of debts; or (l) if there shall be filed by or with the consent or authorization of Mortgagor a petition in bankruptcy for liquidation or for reorganization, pursuant or a custodian, receiver or agent is appointed or authorized to take charge of its properties, or Mortgagor authorizes any such action; or (m) if there shall be filed against Mortgagor or any guarantor a petition in bankruptcy, for liquidation, or for reorganization, or a custodian, receiver, or agent is appointed or authorized to take charge of its properties and Mortgagor or such guarantor, as the case may be, has not consented to or authorized such action and such action is not dismissed within sixty (60) days; or (n) the date of taking of a condemnation if there is an exercise of the right of condemnation or eminent domain in respect of all or a substantial part of the Property; or (o) upon Mortgagor directly or indirectly creating, suffering or permitting to be created or to stand against the Property or any portion thereof or against the rents, issues and profits therefrom, any other lien, charge, mortgage, deed of trust or other encumbrance, without in each instance obtaining Mortgagee’s prior written consent thereto; or (p) upon the filing of a lien by the United States so as to affect all or any part of the Property and such lien not being discharged (by bond or otherwise) within thirty (30) days of the filing thereof; or (q) upon the merger, consolidation, liquidation or dissolution or sale or lease or transfer of all or substantially all of the assets of Mortgagor or the filing of any notice of intention to do so; or (r) upon Mortgagor entering into an installment sales contract or selling, conveying, transferring, mortgaging, leasing or otherwise alienating or encumbering the Property or any portion thereof or any interest therein in any manner, other than as permitted in the Loan Documents, whether voluntary or involuntary or by operation of law or otherwise, without the prior written consent of Mortgagee, or upon the title or equity of redemption in the Property being acquired, in whole or in part, by voluntary or involuntary transfer, grant or assignment by any person, firm, corporation or entity other than Mortgagor or Mortgagee; or (s) if any representation or warranty of the Mortgager set forth in this Mortgage or in any other Loan Document or in any other writing given to Mortgagee in connection with this Agreement the Obligations shall have been incorrect in any material respect as of the time when the same shall have been made; or (t) default in the performance of Mortgagor’s obligations under Section 2.16 hereof; or (u) upon the closing of, or otherwise the altering of the grade of, any street on or adjoining the Land if such closing or alteration materially affects access to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities Property or any material adverse change part thereof; or (v) upon the occurrence of a breach, default or an Event of Default under the Loan Documents, subject to applicable notice and cure periods; or (w) upon the failure of Mortgagor to comply with, satisfy or perform or observe any other term, covenant, condition or agreement of such party contained in facts disclosed by the Note or any certificateother Loan Document provided therefor in such document; or (x) upon the failure of Mortgagor to comply with, statementsatisfy, representationperform or observe any other term, warranty covenant, condition or audit furnished to agreement of Mortgagor herein; or (y) Except as otherwise expressly permitted herein or under the LenderLoan and Security Agreement, any transfer of any ownership interest in Mortgagor occurs in violation of Subsection 2.20(c) hereof; or or (ivz) any attachment material breach or levy against acceleration or commencement of proceedings (whether non-judicial, judicial, public or private) to foreclose any lien upon the Collateral or any other occurrence that inhibits the Lender’s free access collateral pledged by Mortgagor, whether or not such liens are permitted hereunder or prior or subordinate to the Collateral.lien of this Mortgage; or (aa) Mortgagor shall at any time deliver or cause to be delivered to Mortgagee a notice electing to limit the indebtedness secured by this Mortgage. Notwithstanding anything contained herein to the contrary, (i) Mortgagor shall have a ten (10) calendar day grace period with respect to any payments referenced in subsections (b) and (c) of Section 3.1 above, and (ii) Mortgagor shall be provided with written notice from Mortgagee and a thirty (30) calendar day grace period to diligently cure same with respect to the occurrence of any event described in subsections (h), (i), (k), (s), (t), (w) and (x) of Section 3.1 above; provided, however, that the giving of such notice and/or grace period shall not have a material adverse effect on the Mortgagee, the Collateral, the Property and/or Mortgagee’s lien on the Property, as determined by Mortgagee in its reasonable discretion. All notices and cure periods described herein shall not be applicable to any event which with the giving of notice, the passage of time or both would constitute an Event of Default, if such event has occurred as of the date on which Mortgagee commences a nonjudicial foreclosure proceeding with respect to another Event or Events of Default. Such event shall constitute an independent Event of Default hereunder. Upon the occurrence of an Event of Default, at the Lender may exercise such option of Mortgagee, the Indebtedness shall become immediately due and payable without notice to Mortgagor and Mortgagee shall be entitled to all of the rights and remedies provided herein, in the Loan Documents or at law or in equity. Each and every remedy of Mortgagee whatsoever is distinct and cumulative to all other rights as are available or remedies hereunder, under the Note Loan Documents or otherwise. This paragraph is not intended to affect afforded by law or impair any rights of the Lender with respect to any Secured Obligations that equity, and may now be exercised concurrently, independently, or hereafter be payable on demand. (c) Upon the occurrence of any Event of Defaultsuccessively, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lenderorder whatsoever. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute 2.1 If an “Event of Default” hereunder: (iunder and as defined in the Credit Agreement) failure by shall have occurred and be continuing under the Borrower to perform any material obligations under this Agreement, the Note Credit Agreement or any other agreement between Loan Document (as defined in the Borrower and the Lender or by the Borrower in favor of the LenderCredit Agreement), time being of the essence; then, Mortgagee may: (iia) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of Declare the Secured ObligationsObligations to be, pursuant to or in connection with this Agreement or otherwise to the Lenderand they shall be, including warranties in this Agreement due and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lenderpayable; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.and/or (b) Upon Recover judgment for, and collect out of any property of Owner, any amount due; and/or collect all earned charter hire and freight monies relating to services performed by the occurrence of an Event of DefaultVessel, the Lender may exercise if any, Owner assigning to Mortgagee all such remedies charter hire and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand.freight monies then owing; and/or (c) Upon Retake the occurrence Vessel, with or without legal process, at any time, at any place, and, without being responsible for loss or damage, hold and in Mortgagee’s or in Owner’s name lease, charter, operate or otherwise use the Vessel for such time and on such terms as Mortgagee may deem advisable, being accountable only for net profits, if any, and with the right to dock the Vessel free of charge at Owner’s premises or elsewhere at Owner’s expense; and/or sell the Vessel, free from any claim by Owner of any Event of Defaultnature whatsoever, the Lender’s rights with respect in any manner permitted by law; to the Collateral extent so permitted, such sale may be public or private, without notice, without having the Vessel present, and Mortgagee may become the purchaser. For such purpose Mortgagee and its agents are irrevocably appointed the true and lawful attorneys of Owner in its name and stead to make all necessary transfers of the Vessel thus sold. 2.2 In the event the Vessel shall be those arrested or detained by any officer of a secured party under the UCC and any court or by any other applicable law authority, Owner authorizes Mortgagee, its officers, representatives and appointees, in effect from time the name of Owner or of Mortgagee, to time. The Lender receive or to take possession, and to defend any action and/or discharge any lien. 2.3 Each and every power or remedy given to Mortgagee shall also have any additional rights granted herein be cumulative, and in addition to all powers or remedies now or later existing in admiralty, in equity, at law or by statute, and may be exercised as often as may be deemed expedient by Mortgagee. No delay or omission by Mortgagee shall impair any right, power or remedy, and no waiver of any default shall waive any other agreement now or hereafter in effect between the Borrower and the Lenderdefault. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of In any Event of Default, the Lender suit Mortgagee shall be entitled to exercise any obtain appointment of a receiver of the Vessel and all its earnings, who shall have full rights with respect and powers to use and operate the Collateral Vessel, and to sell all obtain a decree ordering and directing its sale and disposition. 2.4 The net proceeds of any judicial or other sale, and any part lease, charter, management, operation or other use of the Collateral at public or private sale in accordance with the UCCVessel by Mortgagee, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required claim for damages, of any judgment, and any insurance received by the UCC, provided that Mortgagee (except to the extent notice paid to Owner or applied in payment of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale repairs or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability otherwise for such failure Owner’s benefit) shall be limited to the liability (if any) imposed on it applied as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.follows:

Default. (a) Each of In the following shall constitute an “Event of Default” hereunder: (i) failure by event that the Borrower Pledgor fails to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise pay to the Lender, including warranties in this Agreement and including Pledgee any omission to disclose any substantial contingent Obligation when due or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights Pledgee shall have all of the Lender with respect rights and remedies afforded to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights secured parties with respect to the Collateral shall be those as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of a secured party under the UCC foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any other applicable law part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in effect from time to timeone or more parcels at public or private sale or sales, upon such terms and conditions and at such prices as it may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Lender Pledgee shall also have the right upon any additional rights granted herein and in any other agreement now such public sale or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultsales, the Borrower will assemble the Collateral and make it available and, to the Lender at a place extent permitted by law, upon any such private sale or sales, to be designated by purchase the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all whole or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCCso sold. The Lender may purchase Pledgee shall apply any proceeds from time to time held by it and the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice net proceeds of any such sale is or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the UCCCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Borrower agrees that Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days’ (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Borrower of Pledgor and ▇▇▇▇▇ ▇▇▇▇. The Pledgor recognizes that the time and place Pledgee may be unable to effect a public sale of any public sale or all the time after Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which any private sale is will be obliged to be made shall constitute reasonable notification agree, among other things, to acquire such securities for their own account for investment and provided further that, if the Lender fails to comply not with this sentence in any respect, its liability for such failure shall be limited a view to the liability (if any) imposed on it as a matter of law under the UCCdistribution or resale thereof. The Borrower Pledgor acknowledges and agrees that Collateral may be sold at a loss to the Borrower, and that, in any such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, and agrees that no any such private sale shall, under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to the extent permitted by applicable law, be deemed not use his best efforts to do or cause to be “commercially reasonable” solely done all such other acts as a result may be necessary to make such sale or sales of such prices and other sale terms. Upon all or any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof portion of the Collateral so sold. Each buyer at pursuant to this section valid and binding and in compliance with any such sale and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall hold not be conditioned or contingent upon the Collateral so sold absolutely and free from pursuit by the Pledgee of any claim right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that offset with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, thereto. Neither the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of Pledgee nor any of the Secured Obligations, its affiliates or representatives shall be liable for any deficiencies in the event the Proceeds of disposition failure to demand, collect or realize upon all or any part of the Collateral do not satisfy or for any delay in doing so, nor shall the Secured Obligations in full. Nothing contained herein shall Pledgee be deemed under any obligation to require sell or otherwise dispose of any Collateral upon the Lender request of the Pledgor or any other person or to proceed against take any other action whatsoever with regard to the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsthereof.

Default. (a) Each Time is of the following shall constitute an “Event essence with respect to Lessee’s performance of Default” hereunder: (i) failure by the Borrower to perform any material its obligations under this Agreement. Lessor may declare this Lease in default if any one or more of the following occurs: (a) Lessee fails to make any payment required hereunder when due; (b) Lessee fails to maintain in force at all times the required insurance; (c) Lessee fails to properly operate, maintain or repair the Note Equipment; (d) Lessee fails to observe or perform any other agreement between covenant or requirement of this Lease, which failure is not cured to Lessor’s satisfaction within five (5) days after Lessor’s notice to Lessee thereof; (e) Lessee attempts to sell, transfer or encumber the Borrower and Equipment; (f) a voluntary or involuntary proceeding is instituted in any court of competent jurisdiction, seeking a decree or order (i) for relief in respect of Lessee under any applicable bankruptcy, insolvency, reorganization, assignment for the Lender benefit of creditors, or by the Borrower in favor of the Lenderother similar law, time being of the essence; or (ii) for the commencement appointment of any bankruptcy a receiver, liquidator, assignee, custodian, trustee, sequestrator or insolvency proceedings by similar official of Lessee or against the Borrower; its property, or (iii) material falsity for the winding up or liquidation of the Lessee’s affairs; (g) Lessee shall generally fail to pay its debts as they come due; and/or (h) Lessee, in any certificateLessor’s opinion, statement, representation, warranty or audit at shall become financially insecure. At any time furnished by after such declaration, Lessor may enter, with or on behalf without legal process, any premises where the Equipment is located and take possession thereof. Lessee shall provide Lessor with unobstructed ingress and egress for such purpose. Furthermore, Lessee shall immediately pay to Lessor all amounts then due hereunder and all costs of removal and repossession of the Borrower or any endorser or guarantor or any Equipment. Lessor’s remedies herein shall be cumulative and are in addition to all other party liable for payment of all or part of the Secured Obligations, pursuant to remedies existing at law or in connection with this Agreement or otherwise to the Lenderequity, including warranties in but not limited to, (a) terminate this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lenderall rights of Lessee hereunder; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon to declare the occurrence of an Event of Default, the Lender may exercise such remedies entire unpaid rent due (including any rent accruing during any minimum rental term) to be immediately due and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. payable; (c) Upon to enter the occurrence premises where the Equipment is located, take possession of any Event of Defaultand remove the Equipment or render the Equipment inoperable, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. without legal process; (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any demand that Lessee surrender and all rights with respect to the Collateral and to sell all or any part deliver up possession of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject Equipment to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. Lessor; (e) The Borrower shall pay with or without terminating this Agreement, to re-let the Equipment on such terms and conditions as are then available and otherwise acceptable to Lessor, and apply rent payments received, after deduction of all costs and expenses incurred by the Lender in enforcing Lessor, to amounts due from Lessee under this Agreement; and (f) within Lessor’s sole discretion, realizing upon but without any Collateral obligation, to take such action or make any payment to remedy any default, including but not limited to, procuring any required insurance coverage, paying any fine, imposition, penalty, taxes or fees incurred to recover and/or release the Equipment from any forfeiture, seizure, confiscation or similar proceeding, or from any lien or other encumbrance imposed on the Equipment, all such payments of which shall be reimbursed by Lessee. In addition to the payment of any amounts due Lessor hereunder, Lessee shall be responsible for and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not shall reimburse Lessor for all costs and whether expenses incurred by Lessor in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment exercise of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect hereunder, including all expenses incurred in the removal and transportation of the Equipment to Lessor’s premises, any cleaning, service and/or repair of the Secured ObligationsEquipment, and in the enforcement of the terms and conditions of this Agreement or damages recoverable hereunder, including costs of collection and reasonable attorney’s fees (including fees and expenses incurred in any bankruptcy proceeding or on appeal) .

Default. (a) Each If any of the following shall constitute an “Event events ("Events of Default” hereunder: ") shall occur: A. The Borrower fails to pay (i1) failure any principal to Bank when due and payable or (2) any interest, fee or other sum to Bank within 3 Business Days when due and payable; or B. The representation or warranty made by the Borrower to perform Bank in any documents or agreements relating to this facility proves to be in any material obligations under this Agreement, the Note sense false or misleading; or C. The Borrower fails to comply with any other condition, covenant or obligation contained herein or in any agreements or instruments related hereto; or D. Any default occurs under any agreement between involving the extension of credit to which the Borrower and may be obligated as borrower or guarantor (if such default gives the Lender or by the Borrower in favor holder of the Lender, time being obligation the right to accelerate the indebtedness); or E. Neither General Electric Company nor NBC Inc. owns either directly or indirectly at least 12% of the essenceBorrower; (ii) the commencement of any bankruptcy or F. Any guaranty or insolvency proceedings other agreement or instrument required hereunder is terminated, breached or ceases to be effective; or G. Any bankruptcy, reorganization, arrangement, insolvency, dissolution or similar proceeding is instituted by or against the BorrowerBorrower under the laws of any jurisdiction; THEN, the Bank may (i) declare any Commitment by the Bank to extend additional credit hereunder to be terminated, whereupon any such Commitment shall be terminated, (ii) declare all sums outstanding hereunder or under any instrument executed in connection herewith to be immediately due and payable together with all interest thereon, and/or (iii) material falsity require the Borrower to deposit with the Bank as cash collateral for application against drawings under outstanding SBLCs, an amount equal to the face amount of all such undrawn SBLCs (and the Borrower hereby grants a security interest to the Bank in any certificatesuch account(s) established by the Bank for such purpose to secure reimbursement obligations hereunder), statementall without notice of default, representationpresentment or demand for payment, warranty protest or audit at notice of nonpayment or dishonor, or other notices or demands of any time furnished by kind or on behalf character, all of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligationswhich are hereby expressly waived; PROVIDED, pursuant to or in connection with this Agreement or otherwise to the LenderHOWEVER, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon upon the occurrence of any Event of Defaultevent specified in paragraph G above, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested Commitment by the Lender after the occurrence of an Event of DefaultBank to extend additional credit hereunder shall automatically terminate, the Borrower will assemble the Collateral all sums outstanding hereunder or under any instrument executed in connection herewith shall become immediately due and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and payable together with all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrowerinterest thereon, and the BorrowerBorrower shall be obligated to deposit with the Bank as cash collateral for application against drawings under outstanding SBLCs, an amount equal to the extent permitted by lawface amount of all such undrawn SBLCs, hereby specifically waives all rights without notice of redemptiondefault, stay presentment or appraisal that the Borrower has demand for payment, protest or may have under any law now existing notice of nonpayment or hereafter adopted. Without limiting any other rights and remedies available to the Lenderdishonor, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities notices or demands of any kind or character, all of which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionshereby expressly waived. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) A. Upon the occurrence and during the continuance of an Event of Default, the Lender may exercise such remedies and shall have, in addition to any other rights as are available hereundergiven by law or the rights hereunder or in the Financing Documents, under the Note or otherwise. This paragraph is not intended to affect or impair any rights all of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights and remedies with respect to the Pledged Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to timeUniform Commercial Code. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of DefaultIn addition, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into the possession or custody of the Lender, the Lender may sell the Pledged Collateral or any part thereof at public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit (without assumption of any credit risk) or for future delivery, and at such price or prices as the Lender may deem satisfactory. Lender may be the purchaser of any or all of the Pledged Collateral so sold at any public sale (or, if the Pledged Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale). B. The Pledgor recognizes that the Lender may deem it impracticable to sell effect a public sale of all or any part of the Pledged Collateral at public or any other securities constituting Pledged Collateral and that the Lender may, therefore, determine to make one or more private sale in accordance sales of any such securities to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the UCC, without advertisementdistribution or resale thereof. The Lender is authorized, in connection with any sale of the Pledged Collateral, if it deems it advisable so to do, (i) to restrict the prospective bidders on or purchasers of any of the Shares to a limited number of sophisticated investors who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or sale of any of such manner Shares, (ii) to cause to be placed on certificates for any or all of the Shares or on any other securities pledged hereunder a legend to the effect that such security has not been registered under the Securities Act of 1933 and order may not be disposed of in violation of the provision of said Act, and (iii) to impose such other limitations or conditions in connection with any such sale as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public deems necessary or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails advisable in order to comply with this sentence in said Act or any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCother law. The Borrower Pledgor acknowledges that Collateral may be sold at a loss to the Borrower, and that, in any such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in be at prices and other on terms less favorable to the seller than if such sale were the prices and other terms which might have been obtained at a public sale and, notwithstanding such circumstancesthe foregoing, agrees that no such private sale shall, to the extent permitted by applicable law, sales shall be deemed not to be “have been made in a commercially reasonable” solely as a result reasonable manner and that the Lender shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such prices securities to register such securities for public sale under the Securities Act of 1933. C. The Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Lender deems necessary or advisable in order that any sale terms. hereunder may be made in compliance with law. D. Upon any such sale, sale hereunder the Lender shall have the right to deliver, assign and transfer to the buyer purchaser thereof the Pledged Collateral so sold. Each buyer purchaser at any such sale shall hold the Pledged Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that Pledgor which may be waived or any other right or claim of the Borrowerwaived, and the BorrowerPledgor, to the extent permitted by law, hereby specifically waives waive all rights of redemption, stay or appraisal that the Borrower has which they have or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available . E. Unless the Collateral threatens to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting decline speedily in value or is or becomes of notes, bonds or other securities which are not a type sold on a recognized market, Lender will give the Lender Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any requirements of reasonable notice shall be deemed met if such notice is sent to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreementconformity with Section 23 hereof, realizing upon any Collateral and collecting any Secured Obligations at least ten (including attorneys’ fees10) whether suit is brought days before the time of the sale or not and whether incurred in connection with collectiondisposition. Any other requirement of notice, trial, arbitration, appeal demand or otherwise andadvertisement for sale is, to the extent of the Borrower’s liability for repayment permitted by law, waived. The notice (if any) of any sale hereunder shall (1) in case of a public sale, state the Secured Obligationstime and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or the portion thereof so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be liable for any deficiencies held at such time or times within ordinary business hours and at such place or places as the Lender may fix in the event notice of such sale. At any such sale the Proceeds of disposition of the Pledged Collateral do not satisfy the Secured Obligations may be sold in full. Nothing contained herein shall be deemed to require one lot as an entirety or in separate parcels, as the Lender may determine. The Lender shall not be obligated to proceed against make any such sale pursuant to any such notice. The Lender may, without notice or publication, adjourn any public or private sale or cause the Collateral same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part thereof before of the Pledged Collateral on credit or as a condition for future delivery, the Pledged Collateral so sold may be retained by the Lender until the selling price is paid by the purchaser thereof, but the Lender shall not incur any liability in case of the failure of such purchaser to take up and pay for the pursuit Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may again be sold upon like notice. The Lender, instead of its other rights exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the security interest granted under this Agreement and remedies with respect to sell the Secured ObligationsPledged Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction.

Default. (a) Each The Company shall be in default under this Note upon the occurrence of any of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower events: 2.1 The Company fails to timely perform any material of its obligations under under, or otherwise breaches any covenants or warranties of this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, Note; 2.2 Any statement, representation, or warranty made by the Company or audit at its agents to Holder shall prove to have been false or materially misleading when made; and/or, 2.3 The Company shall become insolvent, or unable to meet its obligations as they become due, or shall file or have filed against it, voluntarily or involuntarily, a petition under the United States Bankruptcy Code or shall procure or suffer the appointment of a receiver for any time furnished by substantial portion of its properties, or on behalf shall make an assignment for benefit of creditors, or shall initiate or have initiated against it, voluntarily or involuntarily, any act, process, or proceedings under any insolvency law or other statute or law providing for the modifications or adjustment of the Borrower or rights of creditors. Upon any endorser or guarantor or any other party liable for payment event of default, ▇▇▇▇▇▇ may declare the entire unpaid principal balance of this Note and all or part accrued unpaid interest immediately due, without notice, and the Company agrees to pay such amount immediately in such event. In the event of default, the Secured Obligations, pursuant Company agrees to or in connection with this Agreement or otherwise to the Lenderpay all of ▇▇▇▇▇▇'s costs of collection, including warranties in attorney's fees; this Agreement and shall include legal expenses for the bankruptcy proceedings or insolvency proceedings (including efforts to modify or vacate any omission to disclose any substantial contingent automatic stay or liquidated liabilities or any material adverse change in facts disclosed by any certificateinjunction), statementcourt costs, representationappeals, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC post-judgement collection expenses and any other applicable law in effect from time to timeamount provided by law. The Lender parties intend this provision to be given the most liberal construction possible and to apply to any circumstances in which such party reasonably incurs expenses. No delay or omission on the part of any Holder hereof in exercising any right or option herein given to such Holder shall also have any additional rights granted herein and impair such right or option or be considered as a waiver thereof or acquiescence in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCCdefault hereunder. The Lender may purchase the Collateral Company hereby waives any applicable statue of limitations, presentment, demand for its own account at any such sale. The Lender shall give the Borrower such payment, protest and notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsdishonor. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each If any of the following events shall constitute occur (each such event being referred to herein as an “Event of Default” hereunder: ”): (ia) failure by the Borrower to perform non-payment of any material obligations under principal or interest on this Agreement, the Note or any other Obligation on the date when due; (b) the death, dissolution, liquidation or insolvency of any Obligor; (c) the filing by or against any Obligor of a proceeding under the U.S. Bankruptcy Code; (d) the application for appointment of a receiver for, the making of a general assignment for the benefit of creditors of, or the filing of any proceeding seeking any other relief afforded debtors or affecting rights of creditors generally under the laws of any jurisdiction by or against any Obligor; (e) the default by any Obligor in the payment or performance of (i) any obligation under this Note or under any deed of trust, mortgage, security agreement between the Borrower and the Lender or by the Borrower any other document securing payment of this Note, or (ii) any obligation under any other note or under any other agreement of any Obligor with or in favor of the Lender, time being of the essenceBank; (iif) the commencement any judgment, garnishment, seizure, tax lien or levy against any assets of any bankruptcy or insolvency proceedings by or against the BorrowerObligor; (iiig) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed the financial condition of any Obligor, or any material discrepancy between the financial statements submitted by any certificate, Obligor and the actual financial condition of any Obligor; (h) any statement, representationwarranty, warranty or audit furnished representation made by any Obligor to Bank proves to be untrue in any material respect; (i) any default by any Obligor in the Lenderpayment or performance of any material liabilities, indebtedness or obligations to any other creditor; (j) any merger, consolidation or change in any Obligor’s type or form of organizational structure without the prior written consent of Bank; or (ivk) any attachment discontinuance or levy against the Collateral termination of any guaranty of all or any other occurrence that inhibits portion of this Note by any Obligor or any attempt by any Obligor to do so; then, at the Lender’s free access to the Collateral. (b) Upon the occurrence option of an Event of DefaultBank, the Lender may exercise such remedies full amount of this Note and rights as are available hereunderall other obligations and liabilities, under the Note direct or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence contingent, of any Event of Default, the Lender’s rights with respect Obligor to the Collateral Bank shall be those immediately due and payable without notice or demand. Initial /s/ CH 2 REMEDIES: Bank shall have the remedies of a secured party under the UCC Louisiana Uniform Commercial Code. In addition to any and all other remedies which may be available to it, all of which shall be cumulative and may be pursued singly, successively or together against any other applicable law in effect from Obligor and/or any security given at any time to timesecure the payment hereof, all at the sole discretion of Bank. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between Failure on the Borrower and the Lender. If requested by the Lender after the occurrence part of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled Bank to exercise any and all rights with respect to the Collateral and to sell all right described herein or in such other documents shall not constitute a waiver of such right or preclude Bank’s subsequent exercise thereof. If any part notice of sale or other intended disposition of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale collateral is required by the UCClaw to be given, the Borrower hereby agrees that a notice sent in compliance with applicable law or if applicable law does not define the required notice period then at least ten days’ notice (10) days prior to the Borrower of the time and place of any public sale or the time after which any private sale is to be made such action shall constitute reasonable notification and provided further thatnotice to Borrower. If the proceeds of any collateral securing this Note disposed of by Bank are insufficient to pay this Note in full, if Obligor shall remain fully obligated for any deficiency. For purposes of executory process, Obligor hereby acknowledges the Lender fails to comply with debt created by this sentence Note, confesses judgment in any respect, its liability favor of Bank for such failure shall be limited to the liability (if any) imposed on it as a matter full amount of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrowerdebt evidenced by this Note, and that, in such event, the Lender shall have no liability or responsibility consents to the Borrower for such lossenforcement by executory process. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to To the extent permitted by law, Obligor hereby specifically expressly waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate the benefit of appraisement provided for in Art. 2723 of the Lender), investment banker or any other method common in the securities industry, Louisiana Code of Civil Procedure and (b) if all other rights to notices, demands, appraisements and delays provided by the purchaser is the Lender Louisiana Code of Civil Procedure or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsapplicable laws. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following shall constitute If an “Event of Default” hereunder: (i) failure by Default shall occur, at the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor election of the Lender, time being all Obligations shall become immediately due and payable without notice or demand, except with respect to Obligations payable on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of the essence; (ii) the commencement Default has occurred. The Lender is hereby authorized, at its election, after an Event of Default or after Demand, without any bankruptcy further demand or insolvency proceedings notice except to such extent as notice may be required by applicable law, to take possession and/or sell or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment otherwise dispose of all or part any of the Secured Obligations, pursuant to Collateral at public or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement private sale; and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may also exercise such any and all other rights and remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other Code or which are otherwise accorded to it by applicable law in effect from time to time. The law, all as the Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lendermay determine. If requested notice of a sale or other action by the Lender after is required by applicable law, unless the occurrence Collateral is perishable or threatens to decline speedily in value or is of an Event a type customarily sold on a recognized market, each Borrower agrees that five (5) days' written notice to such Borrower, or the shortest period of Defaultwritten notice permitted by such law, whichever is larger, shall be sufficient notice; and that to the extent permitted by law, the Lender, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of the Collateral that is of a type customarily sold on a recognized market or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which each Borrower will hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrowers to the Lender shall be returned to the Borrowers or to such other party as may be legally entitled thereto; and if there is a deficiency, the Borrowers shall be responsible for the same, with interest. Upon demand by the Lender, each Borrower shall assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon Lender which is reasonably convenient to the Lender and such Borrower. Each Borrower hereby acknowledges that the Lender has extended credit and other financial accommodations to such Borrower upon reliance of such Borrower's granting the Lender the rights and remedies contained in this Agreement including without limitation the right to take immediate possession of the Collateral upon the occurrence of any an Event of Default, the Lender shall be entitled to exercise any and all rights Default or after DEMAND with respect to the Collateral Obligations payable on DEMAND and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as each Borrower hereby acknowledges that the Lender may elect subject is entitled to complying with the UCC. The Lender may purchase the Collateral for equitable and injunctive relief to enforce any of its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available hereunder or under the Code and each Borrower hereby waives any defense to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) A. Each of the following shall constitute an “"Event of Default” " hereunder: (i) the occurrence of an Event of Default under the Loan Agreement; (ii) failure by the Borrower Debtor to perform any material obligations under this Agreement, the Note Agreement or under any other agreement between the Borrower Debtor and the Lender Secured Party or by the Borrower Debtor in favor of the LenderSecured Party, time being of the essence; essence (ii) the commencement of subject, however, to any bankruptcy or insolvency proceedings by or against the Borrowerapplicable notice and cure periods); (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower Debtor or any endorser or guarantor or any other party liable for payment of all or part of the Secured ObligationsIndebtedness, pursuant to or in connection with this Agreement or otherwise to the LenderSecured Party, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities required to be disclosed) or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the LenderSecured Party; or (iv) any attachment or levy against the Collateral or any other occurrence that which inhibits the Lender’s Secured Party's free access to the CollateralCollateral (including, without limitation, the Secured Party's receipt of any notice from a lessor of real property where collateral is located indicating that the lease will be terminated prior to its scheduled termination date) (except, however, that the relocation of the Debtor's principal offices to Jacksonville, Florida shall not be deemed an Event of Default hereunder or under any other Loan Document). (b) B. Upon the occurrence of an Event of Default, the Lender Secured Party may exercise such remedies and rights as are available hereunder, under the Note Loan Agreement or otherwise. This paragraph is not intended to affect or impair any rights otherwise (including without limitation, acceleration of the Lender with respect to Indebtedness or any Secured Obligations that may now or hereafter be payable on demandpart thereof). (c) C. Upon the occurrence of any Event of Default, the Lender’s Secured Party's rights with respect to the Collateral shall be those of a secured party under the UCC Uniform Commercial Code and any other applicable law in effect from time to time. The Lender Secured Party shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower Debtor and the LenderSecured Party. If requested by the Lender after the occurrence of an Event of DefaultSecured Party, the Borrower Debtor will assemble the Collateral and make it available to the Lender Secured Party at a place to be designated by the LenderSecured Party. (d) Upon D. The Debtor agrees that any notice by the occurrence Secured Party of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all sale or any part disposition of the Collateral at public or private sale in accordance with the UCCany other intended action hereunder, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be whether required by the UCCUniform Commercial Code or otherwise, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ shall constitute reasonable notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, Debtor if the Lender fails notice is mailed by regular or certified mail, postage prepaid, at least five days before the action to comply with the Debtor's address as specified in this sentence Agreement or to any other address which the Debtor has specified in any respect, its liability for such failure writing to the Secured Party as the address to which notices shall be limited given to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsDebtor. (e) E. The Borrower Debtor shall pay all costs and expenses incurred by the Lender Secured Party in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations Indebtedness (including attorneys’ feesa reasonable attorney's fee) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s Debtor's liability for repayment of any of the Secured ObligationsIndebtedness, shall be liable for any deficiencies in the event the Proceeds proceeds of disposition of the Collateral do not satisfy the Secured Obligations Indebtedness in full. Nothing contained herein shall be deemed to require the Lender Secured Party to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with in respect to of the Secured ObligationsIndebtedness.

Default. (a) Each Borrower shall be in default under this Agreement and under each of the following other Loan Documents if Borrower shall default in the payment of any amounts due and owing under the Loan or should Borrower, either Guarantor, any Letter of Credit Sponsor, and/or any pledgor of any of the Collateral fail(s) to timely and properly observe, keep or perform any term, covenant, agreement or condition in any Loan Document or in any other loan agreement, promissory note, security agreement, deed of trust, deed to secure debt, mortgage, assignment or other contract securing or evidencing payment of any indebtedness of Borrower to Lender or any affiliate or subsidiary of Bank of America Corporation, if any such failure is not cured within any applicable cure period. In addition, an event of default under the Senior Loan Agreement shall constitute a default under this Agreement. By their respective joinders herein, the Guarantor, each Letter of Credit Sponsor and Magellan each acknowledges and agrees as follows: (i) they consent to the terms of the Loan Documents, including this Agreement; (ii) in the event the Guarantor, any Letter of Credit Sponsor, and/or Magellan fail to make its pro-rata portion of the first payment due under the Note into the Aggregation Account at least five (5) days prior to the date the payment is due from Borrower to Lender (and/or fail to make the balloon payment of principal and interest as and when due, or otherwise instruct Lender to liquidate their respective Collateral to be applied to the payments due under the Note in lieu of an actual payment being made), then such failure shall constitute an “Event event of Default” hereunderdefault by the Guarantor, each Letter of Credit Sponsor and Magellan under the Collateral and Lender may, without further notice, proceed immediately to pursue all remedies thereunder notwithstanding whether any default by the Borrower then exists under the Loan Documents; (iii) the Lender may pursue all rights and remedies against the Collateral notwithstanding any terminology in the Loan Documents which may provide that the payments due from the Borrower to the Lender are: (ix) subordinated to BlueCrest; and/or (y) “suspended” or other similar terminology; (iv) Guarantor, each Letter of Credit Sponsor and Magellan are ultimately responsible to make payments to the Aggregation Account and/or to the Lender directly and/or to instruct Lender to liquidate their respective Collateral to cause the payments to be timely made under the Note notwithstanding the “Borrower Payment Suspension” (as defined in the Note) or any other failure and/or restriction on the Borrower’s payment under the Note, regardless of any lack of payment by the Borrower to perform any material the Lender directly; and (v) all obligations under this Agreementof the Guarantor to Magellan, the Note or any other agreement between each Letter of Credit Sponsor and/or the Borrower and the Lender or by all obligations of Magellan to Guarantor , each Letter of Credit Sponsor and/or the Borrower are subordinated in favor terms of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise and priority to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to interests of Lender until the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph Indebtedness is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations paid in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of In the following shall constitute an “Event of Default” hereunder: (i) failure by event that the Borrower Pledgor fails to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise pay to the Lender, including warranties in this Agreement and including Pledgee any omission to disclose any substantial contingent Obligation when due or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights Pledgee shall have all of the Lender with respect rights and remedies afforded to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights secured parties with respect to the Collateral shall be those as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of a secured party under the UCC foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any other applicable law part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in effect from time to timeone or more parcels at public or private sale or sales, upon such terms and conditions and at such prices as it may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Lender Pledgee shall also have the right upon any additional rights granted herein and in any other agreement now such public sale or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultsales, the Borrower will assemble the Collateral and make it available and, to the Lender at a place extent permitted by law, upon any such private sale or sales, to be designated by purchase the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all whole or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCCso sold. The Lender may purchase Pledgee shall apply any proceeds from time to time held by it and the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice net proceeds of any such sale is or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the UCCCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Borrower agrees that Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days’ (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Borrower Pledgor and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. The Pledgor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the time Collateral are insufficient to pay all of the Obligations and place any and all costs and expenses of every kind incurred by the Pledgee with respect to the collection of such deficiency, including, without limitation, all reasonable fees and disbursements of any attorneys employed by the Pledgee. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of any or all the time after Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which any private sale is will be obliged to be made shall constitute reasonable notification agree, among other things, to acquire such securities for their own account for investment and provided further that, if the Lender fails to comply not with this sentence in any respect, its liability for such failure shall be limited a view to the liability (if any) imposed on it as a matter of law under the UCCdistribution or resale thereof. The Borrower Pledgor acknowledges and agrees that Collateral may be sold at a loss to the Borrower, and that, in any such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, and agrees that no any such private sale shall, under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to the extent permitted by applicable law, be deemed not use his best efforts to do or cause to be “commercially reasonable” solely done all such other acts as a result may be necessary to make such sale or sales of such prices and other sale terms. Upon all or any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof portion of the Collateral so sold. Each buyer at pursuant to this section valid and binding and in compliance with any such sale and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall hold not be conditioned or contingent upon the Collateral so sold absolutely and free from pursuit by the Pledgee of any claim right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that offset with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, thereto. Neither the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of Pledgee nor any of the Secured Obligations, its affiliates or representatives shall be liable for any deficiencies in the event the Proceeds of disposition failure to demand, collect or realize upon all or any part of the Collateral do not satisfy or for any delay in doing so, nor shall the Secured Obligations in full. Nothing contained herein shall Pledgee be deemed under any obligation to require sell or otherwise dispose of any Collateral upon the Lender request of the Pledgor or any other person or to proceed against take any other action whatsoever with regard to the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsthereof.

Default. An event of default (a) Each of the following shall constitute an “Event of Default” hereunder”) occurs when: (i1) failure by the Borrower any debt or obligation of Applicant to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essenceSupplier is not paid when due; (ii2) the commencement any covenant or agreement of any bankruptcy Applicant with Supplier is not fully and timely performed or insolvency proceedings by or against the Borroweran occurrence of default occurs thereunder; (iii3) material falsity in any certificate, statement, representation, or warranty by Applicant to Supplier is false, misleading, incomplete, or audit at erroneous in any time furnished by respect; (4) Applicant does not pay Applicant’s debts as such debts become due; (5) Applicant or on behalf of Guarantor commences any case, proceeding, or other action seeking the Borrower organization, rearrangement, adjustment, liquidation, or dissolution under any debtor relief laws or bankruptcy laws or an involuntary case or proceeding is commenced against the Applicant under any debtor relief laws or bankruptcy laws; (6) a final judgment is entered against Applicant or Guarantor or any endorser process is levied or guarantor directed against Applicant’s or Guarantor’s property; (7) Supplier receives any other party liable for payment of all checks from Applicant which are returned uncollected or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lenderinsufficient; or (iv) 8) the financial status of the Applicant or Guarantor, in the sole opinion of Supplier, becomes impaired in any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) way. Upon the occurrence of an Event of Default, Supplier may (1) terminate all credit terms, agreements, accommodations, and conditions hereunder; (2) demand immediate payment; (3) require sales by prompt payment terms, cash, COD, cashier’s check, or other terms determined at the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights discretion of the Lender with respect Supplier; (4) discontinue shipment of product; and/or (5) discontinue Applicant’s eligibility for discounts. In the event that any check, EFT draft, or pre-authorized payment is returned to any Secured Obligations that may now Supplier uncollected or hereafter be payable on demand. (c) Upon the occurrence of any Event of Defaultinsufficient, the Lender’s rights with respect to gross amount of the Collateral invoice or invoices covered by the returned item shall be those of a secured party under the UCC immediately due and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein payable and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender such purchase shall be entitled ineligible for cash discount unless the return is due to exercise error by Supplier. Supplier may charge up to $35 for processing any and all rights with respect to the Collateral and to sell all check, EFT draft, or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required pre- authorized payment returned uncollected by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the BorrowerApplicant’s liability for repayment of any of the Secured Obligations, shall be liable bank for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsreason.

Default. (a) Each In the event either party should be in default in the ------- performance of the following shall constitute an “Event any of Default” hereunder: (i) failure by the Borrower to perform any its material duties or obligations under this Agreement, the Note other party may give notice to the defaulting party specifying the term or any other agreement between condition which is alleged as the Borrower and basis of the Lender default. If the defaulting Party does not proceed with due diligence to cure the default or does not correct or cure the noticed default within twenty (20) days after such notice, then this Agreement may be terminated by the Borrower in favor non-defaulting party by giving written notice of termination to the Lenderdefaulting party; said termination to be without prejudice to any rights or remedies, legal, equitable, or otherwise, available to the terminating party including such rights and remedies as shall from time-to-time being be afforded by the Uniform Commercial Code. Any provision of this Agreement to the essencecontrary notwithstanding, if, at any time during the term of this Agreement, Seller or Buyer is adjudicated bankrupt; (ii) the commencement of any or a petition for voluntary or involuntary bankruptcy or insolvency proceedings is filed by or against Seller or Buyer; or Seller or Buyer shall petition for relief from its creditors under the BorrowerBankruptcy Act, or similar act, as from time to time amended; or Seller or Buyer shall make a general assignment for the benefit of creditors or consent to the appointment of a receiver for a substantial part of its property; or if an order or decree is entered by any court of competent jurisdiction appointing a receiver for Seller or Buyer or for a substantial part of their property either with or without their consent, and such receiver is not removed or discharged within sixty (iii60) material falsity days from the date of said appointment; or if in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or judicial proceeding a substantial part of the Secured Obligations, pursuant to property of Seller or in connection with this Agreement Buyer shall be attached or seized under [LOGO] any legal process and shall not be released or discharged therefrom by the furnishing of security or otherwise to the Lenderwithin sixty (60) days thereafter, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificatethen, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon upon the occurrence of any Event of Defaultsuch events applicable to Buyer, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of DefaultSeller may, the Borrower will assemble the Collateral and make it available to the Lender at a place its option, declare Buyer to be designated by in breach hereof, terminate this Agreement, refuse to make any further deliveries hereunder and declare the Lender. (d) Upon obligations of Buyer for all Product theretofore furnished immediately due and payable; and upon the occurrence of any Event such events applicable to Seller, Buyer may, at its option, declare Seller to be in breach hereof, terminate this Agreement, refuse to make any further purchases hereunder and terminate all of Default, Buyer's obligations to Seller. The exercise of the Lender rights provided in this Section 21 shall be entitled without prejudice to exercise any and all legal rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies otherwise available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsterminating party. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. If any of the following events occurs and is continuing: (a) Each failure by the Borrower to pay in full when due any amount of principal or interest on the following shall constitute an “Event of Default” hereunder: Note; or (ib) failure by the Borrower to perform or observe any of the provisions contained in Section 6; or (c) failure by the Borrower to perform or observe any of the provisions contained in any other subsection hereof if such failure is not cured within thirty (30) days of the Borrower's knowledge of the failure; or (d) failure of any Security Document, for any reason, to be in full force and effect or any party thereto shall default in the observance or performance of any of the covenants or agreements contained therein or a default or an event of default shall occur under any Security Document; or (e) any representation or warranty made by the Borrower herein shall be false or misleading in any material obligations under this Agreementrespect; or (f) the Borrower shall default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any other Indebtedness for borrowed money of, or guaranteed by, the Note Borrower (including, without limitation, any Indebtedness under the CoBank Loan Documentation), or the Borrower shall be in default (after giving effect to any applicable grace period), or an event of default has occurred, under the terms and conditions of the CoBank Loan Documentation or any other agreement between or evidence of other Indebtedness of the Borrower and the Lender or Borrower; or (g) any admission by the Borrower in favor of the Lenderits inability to pay its debts as they mature, time being of the essence; (ii) the commencement of any bankruptcy bankruptcy, insolvency, arrangement, reorganization or other debt-relief proceedings by, or the dissolution, termination of existence or insolvency proceedings by or against the Borrower; (iiihowever evidenced) material falsity in any certificateof, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser action authorized, taken or guarantor or suffered by the Borrower with a view toward any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to same; or (h) failure by the Lender, including warranties in this Agreement and including Borrower within sixty (60) days after the institution of any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy proceedings against the Collateral Borrower under any law relating to bankruptcy, insolvency, arrangement, reorganization or any other occurrence that inhibits the Lender’s free access relief of debtors or similar law to the Collateral. (b) Upon the occurrence of an Event of Default, have such proceeding dismissed; then the Lender may exercise such remedies may, at its election and rights as without demand or notice of any kind, which are available hereby expressly waived, refuse to make further advances of the Loan hereunder, under declare the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence unpaid balance of any Event of Defaultoutstanding Note and accrued interest thereon immediately due and payable, the Lender’s rights with respect proceed to the Collateral shall be those of a secured party under the UCC collect same, and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral other rights, powers and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required remedies given it by the UCC, provided that to the extent notice of any such sale is required by the UCCthis Loan Agreement, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such eventNote, the Lender shall have no liability Security Documents or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result by law or in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsequity. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each If an Event of Default shall occur, at the election of the following Bank (but automatically in the case of an Insolvency Default), all Obligations shall constitute become immediately due and payable without notice or demand, except with respect to Obligations payable on demand, which shall be due and payable on demand, whether or not an “Event of Default” hereunder: (i) failure Default has occurred. The Bank is hereby authorized, at its election, after an Event of Default or after demand, without any further demand or notice except to such extent as notice may be required by the Borrower applicable law, to perform any material obligations under this Agreement, the Note sell or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment otherwise dispose of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with and/or enforce and collect the UCCCollateral (including, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCClimitation, the Borrower agrees that at least ten days’ notice liquidation of deposit accounts, debt instruments or securities and the exercise of conversion rights with respect to the Borrower of the time convertible securities, whether or not such instruments or securities have matured and place of whether or not any public sale penalties or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) other charges are imposed on it as account of such action); and the Bank may also exercise any and all other rights and remedies of a matter of law secured party under the UCC. The Borrower acknowledges that Collateral may be sold at a loss Code or which are otherwise accorded to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted it by applicable law, be deemed not to be “commercially reasonable” solely all as the Bank may determine. If notice of a result of such prices and sale or other sale terms. Upon any such saleaction by the Bank is required by applicable law, the Lender shall have the right to deliver, assign and transfer Pledgor agrees that ten (10) days’ written notice to the buyer thereof Pledgor, or the Collateral so sold. Each buyer at any such sale shortest period of written notice permitted by law, whichever is smaller, shall hold the Collateral so sold absolutely be sufficient notice; and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights the Bank, its officers, attorneys and agents may bid and become purchasers at any such sale, if public, and may purchase at any private sale any of redemption, stay or appraisal the Collateral that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting is of notes, bonds or other securities which are not a type customarily sold on a recognized marketmarket or which is the subject of widely distributed standard price quotations. Any sale (public or private) shall be free from any right of redemption, which the Pledgor hereby waives and releases. No purchaser at any sale (public or private) shall be responsible for the application of the purchase money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Pledgor to the Bank shall be returned to the Pledgor or to such other party as may be legally entitled thereto; and if there is a deficiency, the Lender Pledgor shall be deemed responsible for the same, with interest. The Pledgor acknowledges that any exercise by the Bank of the Bank’s rights upon default may be subject to have conducted a commercially reasonable compliance by the Bank with any statute, regulation, ordinance, directive or order of any Federal, state, municipal or other governmental authority, and may impose, without limitation, any of the foregoing restricting the sale of securities. The Bank, in its sole discretion at any such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate sale, may restrict the prospective bidders or purchasers as to their number, nature of the Lender), business and investment banker or any other method common in the securities industryintentions, and (b) if may impose, without limitation, a requirement that the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any persons making such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs purchases represent and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise andagree, to the extent satisfaction of the Borrower’s liability Bank, that they are purchasing the Collateral for repayment their own account, for investment, and not with a view to the distribution or resale thereof. The proceeds of any collection or of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of sale or disposition of the Collateral do not satisfy held pursuant to this Agreement shall be applied towards the Secured Obligations in full. Nothing contained herein shall be deemed to require such order and manner as the Lender to proceed against the Collateral Bank determines in its sole discretion, any statute, custom or any part thereof before or as a condition usage to the pursuit of any of its other rights and remedies with respect to the Secured Obligationscontrary notwithstanding.

Default. a. For the purpose of this Agreement, an "Event of Default" shall be deemed to have occurred: (1) upon the failure by Merchant or Agent to perform promptly and fully any material obligation or covenant hereunder or any material obligation or covenant in any document delivered pursuant hereto or any collateral agreement to this Agreement after having received five (5) days' prior written notice, except in the case of a nonmonetary default which is incapable of being cured within such notice period and diligently proceeds to cure said default and (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower party in default has taken all steps necessary to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower commence to cure such default within such notice period and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon such failure to cure, in the case of a default by Merchant, will not adversely affect, in any material way, Agent's ability to conduct the Sale in the manner contemplated herein; (2) if any of the warranties or representations made by Merchant or Agent herein proves to be untrue or false in a material way; or (3) if any breach of this Agreement by Merchant results in the Agent being unable to conduct or complete the Sale at any Store as contemplated herein. b. In the event of an interruption of the Sale and/or occurrence of an Event of DefaultDefault resulting from any act or omission of Merchant which prevents Agent from conducting or completing the Sale at any Store as provided by this Agreement, Agent may, at its option, either (i) proceed with the Lender may exercise such remedies and rights Sale at the Store location(s) affected; or (ii) require Merchant, at Merchant's expense, to move the Merchandise to another reasonably proximate Store designated by Agent; or (iii) notify Merchant as are available hereunder, under to the Note or otherwise. This paragraph is not intended to affect or impair any rights termination of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect Sale as to the Collateral particular Store location, in which event, Agent shall be those made whole and (i) Agent shall be reimbursed for all its out of a secured party under the UCC pocket expenses referable to such Store; and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (dii) Upon the occurrence of any Event of Default, the Lender Merchant shall be entitled to exercise any and retain all rights with respect Proceeds at such Store prior to the Collateral interruption or Event of Default as well as any remaining Merchandise. Merchant acknowledges that Agent would be irreparably injured in the event of any failure by Merchant to promptly and to sell all fully perform any obligation hereunder if such failure directly or any part indirectly interferes with the conduct by Agent of the Collateral at public or private sale in accordance with the UCCSale, without advertisementand hereby consents, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice event of any such sale is required by failure or in the UCC, the Borrower agrees event that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability is threatened or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shallappears imminent, to the extent permitted by applicable law, entry of an injunction specifically enforcing the terms of this Agreement. c. No right or remedy granted in or pursuant to this Agreement shall be deemed not to be “commercially reasonable” solely as a result exclusive of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrowerremedy so granted or otherwise available. Every such right or remedy shall be cumulative and shall be in addition to every other right or remedy so granted or existing at law or in equity or by statute, and the Borroweror created, granted or existing pursuant to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has any agreement to which Agent and/or Merchant is or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on become a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsparty. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. In the event Subcontractor fails to comply, or becomes unable to comply, or with reasonable probability (aas determined solely by Contractor) Each will become unable to comply, with any of the following shall constitute an “Event provisions of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, ; or in the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit event Subcontractor fails at any time furnished to supply a sufficient number of properly skilled workmen with sufficient materials, equipment or plant of proper quality or fails in any respect to prosecute the work with promptness and diligence; or causes by any action or on behalf omission a stoppage of or delay in the Borrower work of Contractor or any endorser or guarantor or any other party liable for payment subcontractor of all or part of the Secured Obligations, pursuant to Contractor; or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all event Subcontractor abandons its work or any part of the Collateral at public thereof; and such failure, inability or private sale in accordance with the UCC, without advertisementdeficiency (as determined solely by Contractor) is not corrected within three (3) days after written demand by Contractor to Subcontractor; Contractor may, in such manner addition to and order as the Lender may elect subject without prejudice to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim remedy, take over and complete the performance of this Agreement, at the expense of Subcontractor; or Contractor may, without taking over the work, immediately and without notice to Subcontractor, furnish the necessary materials and labor through itself or others, to remedy the situation, all at the expense of Subcontractor. Upon any action by Contractor pursuant to this provision, Subcontractor shall not be entitled to further payment on this Agreement until the work has been completed and accepted by Owner and payment therefore has been received by Contractor. If the expense incurred by Contractor exceeds the unpaid balance due, Subcontractor agrees to promptly pay the difference to Contractor together with interest thereon at the rate of the Borrowerprime rate plus 2% per annum until paid, and Contractor shall have a lien upon all material, tools, and equipment taken possession of to secure the Borrowerpayment thereof. With respect to expenses incurred by Contractor pursuant to this provision, it is hereby agreed that the costs and expenses chargeable to Subcontractor as herein before provided shall include, without restriction, the cost of materials, labor, subcontracts, purchase orders, transportation, equipment and expense thereon, supplies, services, insurance, taxes, appliances, tools, utilities, power used or consumed, supervision, administration, job overhead, travel, attorney’s fees, legal and accounting fees and expenses, Contractor’s general overhead as allocated to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any work and other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred or sustained by Contractor, plus ten percent (10%) profit on the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent actual cost of the Borrower’s liability work performed as well as on the amount of claims paid by Contractor for repayment of any of the Secured Obligations, shall be liable Subcontractor or for any deficiencies in which it deems itself liable. In the event the Proceeds employment of disposition Subcontractor is terminated by Contractor for cause under this provision and it is subsequently determined by a court of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein competent jurisdiction that such termination was without cause, such termination shall thereupon be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationstermination for convenience.

Default. (a) Each a. Company’s failure to substantially comply with any provisions of this Agreement shall be deemed a breach by the Lead States, together with any determination by a Lead State that the Company has made a misrepresentation in this Agreement or in the conduct of the following Examination, shall constitute an “Event a breach of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, a violation of an order of the Note Settling Jurisdictions, and a violation of the Company’s agreement with the Settling Jurisdictions and shall subject the Company to such administrative and enforcement actions and penalties as each Settling Jurisdiction deems appropriate, consistent with each Settling Jurisdiction’s respective Insurance Laws. b. If a Settling Jurisdiction believes that the Company has breached a provision of this Agreement or that the Company has made a misrepresentation in this Agreement or during the conduct of the Examination, such Settling Jurisdiction shall provide written notice of the alleged breach to the Company and the Managing Lead States that the breach has occurred. The Company shall have the opportunity, within twenty-one (21) calendar days of receipt of such notice to present evidence in writing and through appearance before the complaining jurisdiction’s regulator in an attempt to rebut the allegations(s) or to seek an extension and to present a proposed action plan to address the alleged breach. A Settling Jurisdiction shall not pursue any enforcement action as set forth in this Section 7.a. against the Company until the twenty-one (21) calendar day response period described above has expired. If the Lead States accept the Company’s method and/or action plan to correct the identified deficiencies, the Lead States will define the time by which the Company must fulfill its corrective obligations. At its discretion, the Lead States may reject in writing the Company’s proposed action plan and proceed with the original administrative and enforcement actions and penalties as each Settling Jurisdiction deems appropriate. c. Any agreement on the part of any Party hereto, to any extension or waiver shall be valid only if in writing signed by the Party granting such waiver or extension and, unless expressly provided otherwise, shall be a one-time waiver or extension only, and any such waiver or extension or any other agreement between the Borrower and the Lender failure to insist on strict compliance with any duty or by the Borrower in favor of the Lenderobligation herein shall not operate as a waiver or extension of, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender estoppel with respect to to, any Secured Obligations that may now continuing, subsequent or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails failure to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsAgreement. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. In the event (aeach a "Default") Each of the following shall constitute an “Event of Default” hereunderof: (i) failure by the Borrower Customer to perform any material obligations obligation (a) under this Agreement, including, without limitation, the Note failure to maintain Adequate Margin in the Special Custody Account as herein required, or any other agreement between (b) under the Borrower Margin Agreement, including, without limitation, the failure to return to Broker, in a timely manner (as specified in the Margin Agreement and/or the Margin Rules) identical securities to the ones previously borrowed from or through Broker by Customer to conduct a Short Sale (whether or not Customer has received notice of such recall, provided that the Broker has complied with the terms of the Margin Agreement and the Lender or by the Borrower in favor of the Lender, time being of the essenceMargin Rules); (ii) the commencement material breach by Customer of any bankruptcy of its representations, warranties or insolvency proceedings by covenants contained in Section 8 hereof; or against the Borrower; (iii) material falsity Customer's Insolvency, then, upon any such Default, Broker shall have the right to: (1) Effect a Closing Transaction for or a buy-in of any certificateSecurities. (2) Remove any Collateral or other assets from the Special Custody Account and register such Collateral or other assets in Broker's name or in the name of Broker's Financial Intermediary, statementSecurities Intermediary, representation, warranty agent or audit at any time furnished by or on behalf of the Borrower nominee (not including Custodian) or any endorser of their nominees; (3) Remove any Collateral or guarantor other assets from the Special Custody Account in order to exercise any voting, conversion, registration, purchase or other Rights of a holder of any Collateral or other party liable assets in the Special Custody Account, and any reasonable expense of such exercise shall be deemed to be an expense of preserving the value of such Collateral and shall constitute a Secured Obligation hereunder; (4) Remove any Collateral or other assets from the Special Custody Account in order to collect, including by legal action, any notes, checks or other instruments for the payment of all or part of the Secured Obligations, pursuant to or money included in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or other assets in the Special Custody Account and compromise or settle with any other occurrence that inhibits the Lender’s free access to the Collateral.obligor of such instruments; and (b5) Upon Remove any Collateral or other assets from the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law Special Custody Account in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled order to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, remedies provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the BorrowerMargin Agreement, Revised Article 8 and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived Revised Article 9 (or any other right or claim applicable Articles of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay NYUCC) or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies otherwise available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Broker under applicable law. Broker shall not sell any Collateral consisting of notes, bonds or other securities which are assets held in the Special Custody Account until and unless there has been a Default, as defined above. Moreover, Broker shall not sold on a recognized marketbe entitled to exercise any right in (2) through (5) above, and Broker shall not be entitled to instruct Custodian to transfer any Collateral or other assets in the Lender Special Custody Account to Broker or any entity claiming through Broker, except upon providing Custodian an Advice from Broker, stating that the conditions precedent to Broker's right to receive Collateral (including without limitation all proceeds thereof) and all other assets in the Special Custody Account free of payment have occurred. Upon receiving such an Advice from Broker, Custodian shall be deemed promptly deliver such Collateral and other assets free of payment to have conducted a commercially reasonable sale Broker. Custodian shall also provide prompt telephone notice to Customer of any receipt by Custodian of such an Advice from Broker (Custodian's failure to contact Customer, however, shall not prohibit such delivery of Collateral if (a) such and other assets to Broker). Each sale is conducted by any nationally recognized broker-dealer (including any affiliate or purchase of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers Collateral or other financial institutions. (e) The Borrower shall pay all costs assets may be made according to Broker's judgment and expenses incurred by may be made at Broker's discretion, on the Lender in enforcing this Agreementprincipal exchange or other market on which such Collateral or other assets normally trades, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations such principal exchange or market is closed, in full. Nothing contained herein shall be deemed to require the Lender to proceed against the a manner commercially reasonable for selling such Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsassets.

Default. (a) Each of the The following events shall constitute be considered an “"Event of Default” hereunder: ": (i) failure by Merchant becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, a receiver is appointed for Merchant, or ▇▇▇▇▇▇▇▇ makes an assignment for the Borrower benefit of creditors, or admits its inability to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essencepay its debts as they become due; or (ii) Merchant fails to pay or reimburse the commencement of any bankruptcy fees, expenses or insolvency proceedings by or against the Borrowercharges referenced herein when they become due; or (iii) material falsity Merchant is in default of any certificate, statement, representation, warranty terms or audit at any time furnished by or on behalf conditions of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement whether by reason of its own action or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent inaction or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lenderthat of another; or or (iv) any attachment or levy against the Collateral or any other occurrence Processor reasonably believes that inhibits the Lender’s free access to the Collateral.there has been a material deterioration in Merchant's financial condition; or (bv) any standby letter of credit, if and as may be required pursuant to Section 20, will be cancelled, will not be renewed, or is not in full force and effect; or (vi) Merchant ceases to do business as a going concern, or there is a change in ownership of Merchant which changes the identity of any person or entity having, directly or indirectly, more than 30% of either the legal or beneficial ownership of Merchant. Upon the occurrence of an Event of Default, Processor may at any time thereafter terminate this Agreement by giving Merchant written notice thereof. However, except in instances where immediate termination is required by any Association or if Member Bank and/or Processor reasonably believe that the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of DefaultDefault poses material risk to either of them or involves a violation of applicable law, the LenderMerchant will have 30 days following Processor’s rights with respect notice to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of cure an Event of DefaultDefault under Section (ii), the Borrower will assemble the Collateral and make it available (iii), (iv) or (v) prior to termination under this section. Termination of Merchant for any reason shall not relieve Merchant from any liability or obligation to Processor. If, prior to the Lender at a place date on which the then current term of this Agreement is scheduled to be designated expire, either this Agreement is terminated by Processor as specifically permitted by this Agreement, or Merchant for any reason discontinues receiving the Lender. Services from Processor (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale except as may be required specifically permitted by the UCCthis Agreement), provided that Merchant shall be liable to Processor for liquidated damages in an amount equal to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after average monthly revenue (which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices does not include interchange and other terms less favorable Association fees) payable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely Processor as a result of this Agreement for the three calendar months in which such prices revenue was the highest during the preceding 12 calendar months, or such shorter period if this Agreement has not been in effect for 12 months, multiplied by the number of months remaining during the then current term of this Agreement. ▇▇▇▇▇▇▇▇ recognizes and other sale termsagrees that the liquidated damages are fair and reasonable because it is not possible to establish the actual increase in volume and activity by Merchant during the term of this Agreement. Upon Merchant shall also reimburse Processor for any such saledamage, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim loss or right expense incurred by Processor as a result of whatsoever kinda breach by Merchant, including any equity or right of redemption of the Borrower that may be waived or damages set forth in any other right or claim of the Borroweraddendum and/or schedule and/or exhibit hereto and including all past due, and the Borrower, to the extent permitted unpaid and/or future invoices for services rendered by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate Processor in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement. All such amounts shall be due and payable by Merchant upon demand. Processor shall also have the option to require Merchant to reacquire all outstanding sales transactions acquired by Processor hereunder. In addition to, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent limitation of the Borrower’s liability for repayment of any of foregoing, Processor may refuse to provide the Secured Obligations, shall be liable for any deficiencies Services in the event it has not been paid for the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or Services as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsprovided herein.

Default. 6.1 Upon the occurrence of (a) Each of the following shall constitute herein referred to as an “"Event of Default” hereunder: "): (i) failure any Event of Default (as defined in the Credit Agreement, the other Loan Documents, or any of the documents executed in connection with any of the Obligations), (ii) any default (after giving effect to any applicable grace or cure periods) under any such documents that does not have a defined set of "Events of Default," Agent may exercise any one or more of the rights and remedies granted pursuant to this Agreement or given to Agent under applicable law, as it may be amended from time to time, including but not limited to the right to take possession and sell or otherwise dispose of the Securities Collateral, and, at its option, exercise any rights of ownership pertaining to the Securities Collateral as Agent deems necessary to preserve the value and receive the benefits of the Securities Collateral. Pledgor waives all claims for damages by reason of any seizure, repossession, retention or sale of the Borrower to perform any material obligations Securities Collateral under the terms of this Agreement, other than claims arising from the Note gross negligence or any other agreement between willful misconduct of Agent. 6.2 The net proceeds arising from the Borrower and the Lender or by the Borrower in favor disposition of the LenderSecurities Collateral after deducting expenses incurred by Agent will be applied to the Obligations in the order determined by Agent. If any excess remains after the proceeds have been applied to the Obligations, time being the same will be paid to Pledgor after deducting all costs and expenses of realizing on the Securities Collateral and enforcing the Obligations of Pledgor. If after exhausting all of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or Securities Collateral, there should be a deficiency, Pledgor will be liable therefor to Agent, provided, however, that nothing contained herein will obligate Agent to proceed against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor Securities Collateral prior to making a claim against Pledgor or any other party liable for payment of all obligated under the Obligations or part of the Secured Obligations, pursuant prior to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy proceeding against the Collateral or any other occurrence that inhibits collateral for the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. Section 4.1 The occurrence of any “Event of Default” (a) Each as described in the Note), including without limitation the expiration of the following shall constitute any applicable grace period (an “Event of Default” hereunder: ”), shall, automatically (i) failure by as described in the Borrower to perform any material obligations under this AgreementNote), or at the Note or any other agreement between option of BOK, make all amounts then remaining unpaid on the Borrower Obligations immediately due and payable, and the Lender liens, encumbrances and security interests evidenced or created hereby shall be subject to foreclosure in any manner provided for herein or provided for by law. Section 4.2 Upon the Borrower occurrence and during the continuance of any Event of Default, BOK may elect to treat the fixtures included in favor the Collateral either as real property or as personal property, but not as both, and proceed to exercise such rights as apply to the type of property selected. Section 4.3 Upon the occurrence and during the continuance of any Event of Default, in addition to all other rights and remedies herein conferred, BOK shall have all of the Lender, time being rights and remedies of a mortgagee under a mortgage with respect to all of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificateCollateral. This Instrument shall be effective as a mortgage, statementand, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights be foreclosed as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender Collateral in any manner permitted by applicable law, and any foreclosure suit nay be brought by BOK. The provisions set forth in this Section 4.3 shall not in any way limit any other provision of this Instrument. BOK shall, to the extent permitted by applicable law, have the right and power, but not the obligation, to enter upon and take immediate possession of the real property included in the Collateral or any part thereof, to exclude Mortgagor therefrom, to hold, use, operate, manage and control such real property, to make all such repairs, replacements, alterations, additions and improvements to the same as BOK may deem proper, to demand, collect and retain all other earnings, proceeds and other sums due or to become due with respect to any Secured such real property, accounting for and applying to the payment of the Obligations that may now or hereafter be only the net earnings arising therefrom after charging against the receipts therefrom all costs, expenses, charges, damages and losses incurred by reason thereof plus interest thereon at an annual rate which equals the default rate of interest payable on demandoverdue principal, as described in the Note, as fully and effectually as if BOK were the absolute owner of such real property and without any liability to Mortgagor in connection therewith. (c) Section 4.4 Upon the occurrence and during the continuance of any Event of Default, BOK, in lieu of or in addition to exercising any other power, right or remedy herein granted or by law or equity conferred, may proceed by an action or actions in equity or at law for the Lender’s rights with respect to seizure and sale of the real property included in the Collateral shall be those or any part thereof, for the specific performance of any covenant or agreement herein contained or in aid of the execution of any power, right or remedy herein granted or by law or equity conferred, for the foreclosure or sale of such real property or any part thereof under the judgment or decree of any court of competent jurisdiction, for the appointment of a secured party under receiver pending any foreclosure hereunder or the UCC and sale of such real property or any part thereof or for the enforcement of any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now appropriate equitable or hereafter in effect between the Borrower and the Lender. If requested by the Lender after legal remedy. Section 4.5 upon the occurrence and during the continuance of an any Event of Default, in addition to all other powers, rights and remedies herein granted or by law or equity conferred, BOK shall have all of the Borrower will rights and remedies of an assignee and secured party granted by applicable law, including the Uniform Commercial Code, and shall, to the extent permitted by applicable law, have the right and power, but not the obligation, to take possession of the personal property included in the Collateral, and for that purpose BOK may enter upon any premises on which any or all of such personal property is located and take possession of and operate such personal property or remove the same therefrom. BOK may require Mortgagor to assemble the Collateral such personal property and make it available to the Lender BOK at a place to be designated by BOK which is reasonably convenient to both parties. The following presumptions shall exist and shall be deemed conclusive with regard to the Lender. (d) Upon the occurrence exercise by BOK of any Event of Default, the Lender shall be entitled to exercise any and all rights its remedies with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such personal property: (a) If notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCCapplicable law, the Borrower agrees that at least ten five days’ prior written notice to the Borrower of the time and place of any public sale or of the time after which any private sale or any other intended disposition thereof is to be made shall constitute be reasonable notification and provided further that, if the Lender fails notice to comply with this sentence in any respect, its liability for Mortgagor. No such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than notice is necessary if such sale were property is perishable, threatens to decline speedily in value or is of a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not type customarily sold on a recognized market, . (b) Without in any way limiting the Lender shall be deemed right and authority of BOK to have conducted sell or otherwise dispose of Collateral in a commercially reasonable manner, the following, or any of them, shall be considered commercially reasonable: (1) BOK may hold a public sale of such the Collateral if (a) in Denver, Colorado, or Houston, Texas, after having provided Mortgagor with five days’ notice of such sale is conducted and after having published notice of such sale by any nationally recognized broker-dealer an advertisement in such publication as may be permitted or required under applicable state law, as BOK determines to be appropriate (including any affiliate of which advertisement may be placed in the Lender“classified” section), investment banker for a period of not less than five consecutive issues commencing not more than ten days prior to the sale; (2) the Collateral may be sold for cash; and (3) BOK or any other method common person owning, directly or indirectly, any interest in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured ObligationsObligations may be a purchaser at such sale. Section 4.6 Upon the occurrence and during the continuance of any Event of Default, shall be liable for BOK may, with respect to all or any deficiencies in the event the Proceeds of disposition portion of the Collateral do not satisfy Collateral, subject to any mandatory requirements of applicable law, sell or have sold the Secured Obligations real property or interests therein included in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before at one or more sales, as an entirety or in parcels, at such place or places and otherwise in such manner and upon such notice as may be required by law or by this Instrument, or, in the absence of any such requirement, as BOK may deem appropriate. BOK may postpone the sale of such real property or interests therein or any part thereof by public announcement at the time and place of such sale, and from time to time thereafter may further postpone such sale by public announcement made at the time of sale fixed by the preceding postponement. Sale of a condition part of such real property or interests therein or any defective or irregular sale hereunder will not exhaust the power of sale, and sales may be made from time to time until all such property is sold without defect or irregularity or the Obligations are paid in full. BOK shall have the right to appoint one or more attorneys—in—fact to act in conducting the foreclosure sale and executing a deed to the pursuit purchaser. It shall not be necessary for any of the Collateral at any such sale to be physically present or constructively in the possession of BOK. Section 4.7 BOK or any other person owning, directly or indirectly, any interest in any of the Obligations shall have the right to become the purchaser at any sale made pursuant to the provisions of this Article v and shall have the right to credit upon the amount of the bid made therefor the amount payable to it under or in connection with the Obligations. Recitals contained in any conveyance to any purchaser at any sale made hereunder will conclusively establish the truth and accuracy of the matters therein stated, including without limitation nonpayment of the Obligations and advertisement and conduct of such sale in the manner provided herein or provided by law. Mortgagor hereby ratifies and confirms all legal acts that BOK may do in carrying out the provisions of this Instrument. Section 4.8 Effective upon the occurrence and during the continuance of any Event of Default, Mortgagor hereby waives and relinquishes, to the maximum extent permitted by law, and subject to any mandatory requirements of applicable law, Mortgagor hereby agrees that Mortgagor shall not at any time hereafter have or assert, any right under any law pertaining to: marshalling, whether of assets or liens, the sale of property in the inverse order of alienation, the exemption of homesteads, the administration of estates of decedents, appraisement, valuation, stay, extension, redemption, subrogation, or abatement, suspension, deferment, diminution or reduction of any of the Obligations (including, without limitation, setoff), now or hereafter in force. Mortgagor expressly agrees that BOK may offer the Collateral as a whole or in such parcels or lots as BOK, in its sole discretion elects, regardless of the manner in which the Collateral may be described. Section 4.9 All costs and expenses (including reasonable attorneys’ fees, legal expenses, filing fees, and mortgage, transfer, stamp and other excise taxes) incurred by BOK in perfecting, protecting and enforcing its rights hereunder, whether or not an Event of Default shall have occurred, shall be a demand obligation of Mortgagor to BOK and remedies with respect to shall bear interest at the Secured rate provided in the Note, all of which shall be part of the Obligations. Section 4.10 The proceeds of any sale of the Collateral or any part thereof made pursuant to this Article V shall be applied as follows:

Default. Any one of the following occurrences shall constitute an "Event of Default" under this Unsecured Revolving Credit Note provided that Lender shall be required to give written notice of same: (a) Each The failure of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, repay all outstanding Principal on or before the Note Maturity Date or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.timely deliver Shares upon a Conversion; (b) Upon The failure of Borrower to promptly perform any obligation of Borrower under, a breach of, or the occurrence existence of an Event of DefaultDefault as defined in this Note, the Lender may exercise such remedies and rights as are available hereunderor any other note, under the Note debt or otherwise. This paragraph is not intended claim owed by Borrower to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand.Lender; or (c) Upon the occurrence Borrower becomes insolvent, bankrupt or generally fails to pay its debts as such debts become due; is adjudicated insolvent or bankrupt; admits in writing its inability to pay its debts; or shall suffer a custodian, receiver or trustee for it or substantially all of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place its property to be designated by appointed and if appointed without its consent, not be discharged within sixty (60) consecutive days; makes an assignment for the Lender. (d) Upon the occurrence benefit of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all creditors; or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have suffers proceedings under any law now existing related to bankruptcy, insolvency, liquidation or hereafter adopted. Without limiting the reorganization, readjustment or the release of debtors to be instituted against it and if contested by it not dismissed or stayed within sixty (60) consecutive days; if proceedings under any other rights and remedies available law related to bankruptcy, insolvency, liquidation, or the Lenderreorganization, readjustment or the Borrower expressly acknowledges and agrees that with respect release of debtors is instituted or commenced by or against Borrower; if any order for relief is entered relating to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligationsforegoing proceedings; if Borrower shall call a meeting of its creditors with a view to arranging a composition or adjustment of its debts; or if Borrower shall by any act or failure to act indicate its consent to, shall be liable for approval of or acquiescence in any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsforegoing.

Default. (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure Upon breach by the Borrower to perform Developer of any material obligations under covenant, term, condition or requirement of this Agreement, or upon the Note Developer becoming insolvent or any other agreement between making an assignment for the Borrower and benefit of creditors, the Lender or by Town, at its option, may declare that the Borrower Developer is in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateraldefault. (b) Upon the occurrence Notice of an Event such default ("Notice of Default") shall be given by the Town and if the Developer does not remedy such default within such time as provided in the notice, the Lender Town may exercise such remedies declare that the Developer is in final default under this Agreement and rights as are available hereunder, under shall then forthwith give notice of final default ("Notice of Final Default") thereof to the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demandDeveloper. (c) Upon the occurrence Notice of any Event of DefaultDefault having been given, the Lender’s rights with respect Town may require all work by the Developer, their servants, agents, independent contractors and sub-contractors to the Collateral shall be those of a secured party under the UCC and cease (other than any other applicable law in effect from time work necessary to time. The Lender shall also have any additional rights granted herein remedy such default) until such default has been remedied and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence event of an Event of Defaultfinal default, the Borrower will assemble the Collateral and make it available may require all work as aforesaid to the Lender at a place to be designated by the Lendercease. (d) Upon Notice of Final Default having been given to the occurrence of any Event of DefaultDeveloper, the Lender Town may, at its option, adopt or pursue any or all of the following remedies, but shall not be entitled bound to exercise do so: (i) Enter upon the Lands shown on the Plan by its servants, agents and contractors and complete any work, services repairs or maintenance wholly or in part required herein to be done by the Developer and all rights with respect collect the cost thereof from the Developer and/or enforce any security available to it; (ii) Make any payment which out to have been made by the Developer and upon demand collect the amount thereof from the Developer and/or enforce any security available to it; (iii) Retain any sum of money heretofore paid by the Developer to the Collateral Town for any purpose and apply the same in payment or part payment for any work which the Town may undertake; (iv) Assume any work or services at its option, whether the same are completed or not, and thereafter the Developer shall have no claim or title hereto or remuneration therefor; (v) Bring action to sell compel specific performance of all or any part of the Collateral at public this Agreement or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at damages; (vi) Add any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required costs incurred by the UCC, provided that Town to the extent notice of tax collector's roll for the Lands and collect such costs by action or in like manner as municipal real property taxes; or (vii) Exercise any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice other remedy granted to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law Town under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability terms of this Agreement or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common Town in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionslaw. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of In the following shall constitute an “Event of Default” hereunder: (i) failure by event that the Borrower Pledgor fails to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise pay to the Lender, including warranties in this Agreement and including Pledgee any omission to disclose any substantial contingent Obligation when due or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of there shall otherwise occur an Event of Default (as defined in the Note) ("Default"), the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights Pledgee shall have all of the Lender with respect rights and remedies afforded to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights secured parties with respect to the Collateral shall be those as set forth in the Code as well as all other rights and remedies granted in the Note and this Agreement. Without limiting the generality of a secured party under the UCC foregoing, the Pledgee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any other applicable law part thereof, and/or may forthwith sell, assign, give an option or options to purchase or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in effect from time to timeone or more parcels at public or private sale or sales, upon such terms and conditions and at such prices as it may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Lender Pledgee shall also have the right upon any additional rights granted herein and in any other agreement now such public sale or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultsales, the Borrower will assemble the Collateral and make it available and, to the Lender at a place extent permitted by law, upon any such private sale or sales, to be designated by purchase the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all whole or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCCso sold. The Lender may purchase Pledgee shall apply any proceeds from time to time held by it and the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice net proceeds of any such sale is or other disposition, after deducting all reasonable costs and expenses of every kind incurred in respect thereof or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Pledgee hereunder, including, without limitation, reasonable attorneys' fees and disbursements of counsel to the Pledgee, to the satisfaction in whole or in part of the Obligations, in such order as the Pledgee may elect and only after such application and after the payment by the Pledgee of any other amount required by any provision of law, including, without limitation, Section 9-504 (1)(c) of the UCCCode, need the Pledgee account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Borrower agrees that Pledgor waives all claims, damages and demands he may acquire against the Pledgee arising out of the lawful exercise by it of any rights hereunder. Neither the Pledgee nor any of its respective directors, officers, employees or agents shall be liable for failure to sell or otherwise dispose of the Collateral or for any delay in doing so. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days’ (10) days before such sale or other disposition. In any event, notice of a proposed sale or other disposition shall be given at least ten (10) days before such sale or other disposition to the Borrower of Pledgor and Abraham Weinzimer. The Pledgor recognizes that the time and place Pledgee may be unable to effect a public sale of any public sale or all the time after Collateral by reason of certain restrictions contained in the Securities Act of 1933, as amended, and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which any private sale is will be obliged to be made shall constitute reasonable notification agree, among other things, to acquire such securities for their own account for investment and provided further that, if the Lender fails to comply not with this sentence in any respect, its liability for such failure shall be limited a view to the liability (if any) imposed on it as a matter of law under the UCCdistribution or resale thereof. The Borrower Pledgor acknowledges and agrees that Collateral may be sold at a loss to the Borrower, and that, in any such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, and agrees that no any such private sale shall, under such circumstances shall not be evidence that it has been made in other than a commercially reasonable manner. The Pledgor agrees to the extent permitted by applicable law, be deemed not use his best efforts to do or cause to be “commercially reasonable” solely done all such other acts as a result may be necessary to make such sale or sales of such prices and other sale terms. Upon all or any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof portion of the Collateral so sold. Each buyer at pursuant to this section valid and binding and in compliance with any such sale and all other applicable requirements of law. (b) The rights of the Pledgee hereunder shall hold not be conditioned or contingent upon the Collateral so sold absolutely and free from pursuit by the Pledgee of any claim right or remedy against the Pledgor, any other person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that offset with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, thereto. Neither the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of Pledgee nor any of the Secured Obligations, its affiliates or representatives shall be liable for any deficiencies in the event the Proceeds of disposition failure to demand, collect or realize upon all or any part of the Collateral do not satisfy or for any delay in doing so, nor shall the Secured Obligations in full. Nothing contained herein shall Pledgee be deemed under any obligation to require sell or otherwise dispose of any Collateral upon the Lender request of the Pledgor or any other person or to proceed against take any other action whatsoever with regard to the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsthereof.

Default. If Pledgor (a) Each defaults in the payment of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations principal under this Agreement, the Note when it becomes due (whether upon demand, acceleration or otherwise) or any other agreement between the Borrower and the Lender or by the Borrower in favor event of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, default under the Note or otherwise. This paragraph this Agreement occurs (including, without limitation, the bankruptcy or insolvency of Pledgor) or (b) defaults in the payment of interest or any other amount related to the Note, the Company may (following five (5) days' notice to Executive, during which the default is not intended to affect or impair cured) exercise any rights and all the rights, powers and remedies of any owner of the Lender Pledged Interests (including the right to vote the Pledged Interests and receive any distributions with respect to such Pledged Interests) and shall have and may exercise without demand any Secured Obligations that may now and all the rights and remedies granted to a secured party upon default under the Uniform Commercial Code of Delaware or hereafter be payable on demand. (c) Upon otherwise available to the Company under applicable law. Without limiting the foregoing, after the occurrence of any Event and during the continuance of Defaulta default, the Lender’s rights with respect Company is authorized to the Collateral shall be those of a secured party under the UCC sell, assign and any other applicable law in effect deliver at its discretion, from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or any private sale in accordance with the UCCor public auction, without advertisementon not less than ten (10) days' written notice to Pledgor, in at such manner price or prices and order upon such terms as the Lender Company may elect subject deem advisable. Pledgor shall have no right to complying with the UCC. The Lender may purchase redeem the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of after any such sale is required by the UCCor assignment. At any such sale or auction, the Borrower agrees that at least ten days’ notice to Company may bid for, and become the Borrower purchaser of, the whole or any part of the time and place Pledged Interests offered for sale. In case of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, after deducting the Lender shall have costs, attorneys' fees and other expenses of sale and delivery, the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any remaining proceeds of such sale shall hold be applied to the Collateral so sold absolutely principal of and free from any claim or right of whatsoever kindaccrued interest on the Note and other amounts related thereto (including costs, including any equity or right of redemption attorneys' fees associated with enforcement hereof); provided that after payment in full of the Borrower that may be waived or any other right or claim indebtedness evidenced by the Note, the balance of the Borrower, proceeds of sale then remaining shall be paid to Pledgor and the Borrower, Pledgor shall be entitled to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment return of any of the Secured Obligations, Pledged Interests remaining in the hands of the Company. Pledgor shall be liable for any deficiencies in deficiency (but only to the event extent liable therefor under the Proceeds of disposition of Note) if the Collateral do not satisfy remaining proceeds are insufficient to pay the Secured Obligations indebtedness under the Note in full. Nothing contained herein shall be deemed to require , including the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit fees of any of its other rights and remedies with respect attorneys employed by the Company to the Secured Obligationscollect such deficiency.

Default. (a) Each The occurrence of any of the following following, after the expiration of any applicable cure or grace period without cure, shall constitute a breach and material default (an “Event of Default” hereunder: ”) of this License Agreement by Licensee: (i) The failure by of Licensee to pay or cause to be paid when due the Borrower to perform Fee or any material obligations under this Agreement, the Note portion thereof or any other agreement between the Borrower and the Lender or charges required by the Borrower in favor of the Lender, time being of the essence; this License Agreement to be paid by Licensee within ten (10) days after such payment is due; (ii) The abandonment of the commencement Premises and operation thereof by Licensee for a consecutive period of sixty (60) days or more; or (iii) The failure of Licensee to observe, perform or cause to be done any material act, other than payment of monies, required by this License Agreement (except for acts covered by any other provision of this paragraph 18(a)), within thirty (30) days of receipt by Licensee of written notice from Licensor of such failure; or (iv) Licensee causing, permitting, or suffering, without the prior written consent of Licensor, any act when this Agreement requires Licensor’s prior written consent or prohibits such act; or (v) The occurrence of any event of insolvency or bankruptcy with respect to Licensee, including any of the following by way of illustration: (A) Any general assignment or insolvency proceedings general arrangement for the benefit of creditors; (B) The filing of any petition by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty Licensee to have Licensee adjudged a bankrupt or audit at any time furnished by a petition for reorganization or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have arrangement under any law now existing relating to bankruptcy, unless such petition is filed against Licensee and the same is dismissed within sixty (60) days; (C) The appointment of a trustee or hereafter adopted. Without limiting any other rights and remedies available receiver to the Lendertake possession of substantially all of Licensee’s assets or of Licensee’s interest in this License Agreement; or (D) The attachment, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds execution or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate judicial seizure of the Lender)Equipment, investment banker substantially all of Licensee’s assets or any other method common of Licensee’s interest in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions.this License Agreement; or (evi) The Borrower shall pay all costs and expenses incurred by failure of Licensee to maintain the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, insurance required to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed maintained pursuant to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsparagraph 16 hereof.

Default. Whenever a Default shall be existing, all Secured Obligations may (a) Each of notwithstanding any provisions thereof), at the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor option of the Lender, time being of the essence; (ii) the commencement and without demand or notice of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificatekind, statementbe declared, representationand thereupon immediately shall become, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligationsdue and payable, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have time any additional rights granted herein and in remedies available to it under applicable law and may, without notice except as specified below, sell, lease, assign, and deliver, or grant options to purchase, or otherwise dispose of all or any other agreement now part of the Collateral, at such place or hereafter in effect between the Borrower and the Lender. If requested by places as the Lender after may determine, at public or private sale, it being agreed that the occurrence purchaser, lessee, assignee, or recipient of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral so disposed of at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall thereafter hold the Collateral so sold same absolutely and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption redemption, and any obligation to see to the application of any part of the Borrower that purchase money paid therefor or any liability for the misapplication or non-application thereof; and the Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for such sale, and such sale may be waived made at any time or any other right or claim place to which the same may be so adjourned. The parties hereto hereby agree that the duties of the BorrowerLender pursuant to the UCC will be deemed to be satisfied so long as the requirements of this Section 6 are satisfied in connection with any disposition of Collateral pursuant to this Agreement. Debtor agrees, in case of Default, to assemble, at its expense, all Collateral at a convenient place acceptable to the Lender. Any notification of intended disposition of any of the Collateral required by law, shall be deemed reasonably and properly given if given at least five (5) days before such disposition. Any proceeds of any disposition by the Lender of any of the Collateral may be applied by the Lender to the payment of expenses in connection with the Collateral, including reasonable attorneys’ fees and legal expenses, and any balance of such proceeds shall be applied by the BorrowerLender (i) first, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale payment of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies and in the event the Proceeds such order of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require application, as the Lender may from time to proceed against time elect; (ii) second, to the Collateral or any part thereof before payment to whosoever may be lawfully entitled to receive the same or as a condition court of competent jurisdiction may direct, of any surplus then remaining from such proceeds; and (iii) if any balance is remaining, to the pursuit of any of its other rights and remedies with respect to the Secured ObligationsDebtor.

Default. (a) Each When a default in the payment or performance of any of the following shall constitute obligations occurs, and on the entry of an “Event order of Default” hereunder: (i) failure the United States Bankruptcy Court for the District of , in the proceedings under Chapter of the Bankruptcy Code authorizing enforcement of the security interests created by the Borrower to perform any material obligations under this Agreementagreement, the Note or any secured party will have, in addition, other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity rights accorded a secured party in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf jurisdiction where enforcement of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Defaultagreement is sought, the Lender may exercise such rights and remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and Uniform Commercial Code of enter on any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between premises where the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultcollateral, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral collateral, may be situated and remove the collateral. The secured party will give the debtor at public or private sale in accordance with the UCC, without advertisement, in least day’s prior written notice to any such manner and order address as the Lender may elect subject debtor shall have specified to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCCsecured party in writing, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale of the collateral or of the time after which any private sale of the collateral is to be made made. The secured party shall constitute be entitled to retain part of the proceeds of the sale, subject to the approval of the Bankruptcy Court, (a) all secured sums, (b) its reasonable notification expenses of repossessing, holding, preparing for sale, and provided further thatselling the collateral, if the Lender fails to comply and (c) reasonable legal expenses incurred by it in connection with this sentence agreement and with such sale. No waiver by a secured party of any default is effective unless in any respectwriting, its liability for such failure shall be limited to the liability (if any) imposed on it nor operate as a matter waiver of law under any other default, or of the UCCsame default on another occasion. NO WAIVER BY SECURED PARTY The Borrower acknowledges that Collateral secured party is not deemed to have waived any of its rights on, or under, the obligations or the collateral unless the waiver is in writing and signed by the secured party. No delay or omission on the part of the secured party in exercising any rights operates as a waiver of such right or any other right. A waiver on any one occasion will not be construed as a bar to, or waiver of, any right on any future occasion. All rights and remedies of the secured party on the obligations or the collateral, whether evidenced by this agreement or by any instrument or papers, are cumulative and may be sold at a loss exercised separately or concurrently. CARE BY SECURED PARTY The secured party will attempt to exercise the Borrowersame care with respect to this security agreement and collateral as it exercises with respect to security agreements and collateral in which it alone is interested, and thatbut, in such eventexcept as otherwise expressly provided, the Lender shall have secured party assumes no liability or further responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result lenders with respect to (1) the validity or enforceability of this agreement, (2) the truth or correctness of any representation contained in prices and other terms less favorable to the seller than if such sale were a public sale andthis agreement, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right statements or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received certificates made by the Lender or any such affiliate debtor in connection with such sale is reasonably supported by quotations received from one the granting or more other nationally recognized broker-dealershandling of the security interest, investment bankers or other financial institutions. (e3) the collateral. The Borrower shall pay all costs and expenses incurred secured party will have no responsibility to lenders for the performance by the Lender in enforcing debtor of its obligations under this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or security agreement. The secured party will not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to be responsible for the extent of the Borrower’s liability for repayment consequences of any of the Secured Obligations, shall oversight or error in judgment or be liable for any deficiencies in action taken, or omitted to be taken, except only for the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral secured party’s gross negligence, bad faith, or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationswillful misconduct.

Default. If an Investor (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (iiits affiliates) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or defaults on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant its obligation to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale fund its Investment Commitment in accordance with the UCCterms of its Equity Commitment Letter or breaches its obligations under the Cooperation Agreement, without advertisementits Limited Guaranty, in its Equity Commitment Letter or this Agreement (a “Defaulting Investor”), and such manner and order as default causes the Lender may elect subject Investors (or their respective affiliates) or the Acquisition Entities to complying with become liable to make any payments (including the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that Termination Fee) pursuant to the extent notice of any such sale is required by the UCCPurchase Agreement, the Borrower agrees that at least ten days’ notice to Equity Commitment Letters, the Borrower Limited Guaranties or otherwise in respect of the time and place Transaction, then the Defaulting Investor will be responsible for all such amounts payable (or previously paid) by any Investor that is not a Defaulting Investor (a “Non-Defaulting Investor”), other than any amounts that are paid to fund the payment of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, Purchase Price under the Purchase Agreement if the Lender fails to comply with this sentence in any respectTransaction is consummated, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrowerwell as all fees, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred Non- Defaulting Investors in connection with collectionthe Transaction or in connection with any claim made by Seller, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment HFSG of any of their Affiliates against it in respect of the Secured ObligationsTransaction (collectively, the “Default Costs”). The Defaulting Investor hereby agrees to indemnify the Non-Defaulting Investors in respect of all Default Costs and shall pay all of such Default Costs to the Non- Defaulting Investors (or in accordance with the Non-Defaulting Investors’ direction) promptly after their incurrence. For greater certainty, if there is more than one Defaulting Investor, the Default Costs will be liable for any deficiencies borne by the Defaulting Investors on a pro rata basis that corresponds to their Investment Commitments promptly after their incurrence; provided that, in the event case of any Defaulting Investor that is not a Lead Investor, (i) the Proceeds Lead Investor associated with such Investor as identified on Annex A (the “Corresponding Lead Investor”) agrees to jointly indemnify the Non-Defaulting Investors in respect of disposition of all Default Costs owed by the Collateral do not satisfy Defaulting Investor and (ii) the Secured Obligations in full. Nothing contained herein shall be deemed Defaulting Investor agrees to require the Lender to proceed against the Collateral or any part thereof before or as a condition promptly pay to the pursuit of Corresponding Lead Investor any of its other rights and remedies with respect Default Costs paid by the Corresponding Lead Investor to the Secured Obligationsother Non-Defaulting Investors. For greater certainty, if there is more than one Defaulting Investor, the Default Costs will be borne by the Defaulting Investors on a pro rata basis that corresponds to their Investment Commitments.

Default. (a) Each of the The following shall constitute an “Event "Events of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein " and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultsuch events, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender Tenant shall be deemed to have conducted a commercially reasonable sale be in default under the terms of such Collateral if (a) such sale is conducted by this Lease and shall be subject to Landlord's remedies as set forth herein: a. Tenants failure to pay, when due, any nationally recognized broker-dealer (rent or other payments due hereunder, including any affiliate of the Lender)without limitation Additional Rent, investment banker taxes and sales tax or any other method common payment due Landlord under any other agreement or contract between Landlord and Tenant; or b. Tenant's abandoning or vacating of the Premises without prior written consent of Landlord, it being agreed that non-occupation of the Premises for a period often (10) consecutive days, without written consent of Landlord, shall be conclusively deemed an abandonment, notwithstanding anything contained in Florida Statute Chapter 83 to the contrary; or c. Tenant's voluntarily petitioning for relief under or otherwise seeking the benefit of any bankruptcy, reorganization or insolvency law; or d. A receiver or trustee being appointed for Tenant or its property; or e. The filing of an involuntary bankruptcy, arrangement, or reorganization petition against Tenant; or f. Tenants making an assignment for the benefit of creditors; or g. Any of the goods, chattels, rights, credits, or effects of Tenant used in or incident to the occupation of the Premises being seized, sequestered, or impounded by virtue of or under the authority of any legal proceedings; or h. Tenant's interest under this Lease being sold under execution or other legal process; or i. Any act or omission of Tenant which results in the securities industryfiling of a lien against the Premises; or j. Any transfer, and (b) if assignment, subletting or encumbering of Tenant's interest under this Lease or the purchaser is the Lender or any affiliate Premises, by operation of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal law or otherwise andwithout the prior written consent of Landlord, to which consent shall be in the extent sole and absolute discretion of Landlord; or k. Tenant's continued default in the Borrower’s liability for repayment performance or observance of any of the Secured Obligations, shall be liable other covenants or agreements contained in this Lease and not specifically set forth above for any deficiencies in a period often (10) days after the event the Proceeds date of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed mailing written notice thereof by Landlord to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit Tenant l. Tenant's repeated violation of any covenant or agreement contained in this Lease. "Repeated Violation" shall mean violating any covenant or agreement for which written notice of its other rights and remedies with respect to the Secured Obligations.violation was given by Landlord on more than two (2) occasions within a twelve (12) month period

Default. (a) Each 6.1 Upon the occurrence of an Event of Default and during the continuance thereof, the Lenders are hereby authorized and empowered in their discretion to exercise all rights and powers in respect of the following shall constitute an “Event Pledged Securities as a member, partner, shareholder, or other equityholder of Default” hereunder: (i) failure the issuer of the Pledged Securities, and each Pledgor hereby consents to the admission of each Lender or any designee thereof as a member, partner, shareholder or other equityholder of the issuer of the Pledged Securities and the exercise by each Lender of the voting rights of such Pledgor with respect to the Pledged Securities owned by such Pledgor, in each case if such Lender so elects, and to any sale of the Pledged Collateral by the Borrower to perform any material obligations under Lenders in accordance with the UCC, other applicable law and this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (ba) Upon the occurrence of an Event of DefaultDefault and during the continuation thereof, without limiting the generality of this Section and without notice, the Lender may Lenders may, in their sole discretion, exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights in respect of the Lender with respect Pledged Securities, in addition to any Secured Obligations that may now all other rights and remedies provided for herein or hereafter be payable on demand. (c) Upon otherwise available to them, all the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those and remedies of a secured party on default under the UCC and any UCC, other applicable law Uniform Commercial Code, or other applicable laws as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the affected Pledged Securities), and the Lenders may also in their sole discretion sell the Pledged Securities or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or at any of the Seller’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Lenders may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Securities. The Lenders may be the purchaser of any or all of the Pledged Securities at any such sale, and the Lenders shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Securities sold at any such sale, to credit bid all or any portion of the Obligations as a credit on account of the purchase price for any Pledged Securities payable by the Lenders at such sale. Each purchaser at any such sale shall hold Pledged Securities sold free from any claim or right of the Pledgors, and the Pledgors hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Lenders shall not be obligated to make any sale of Pledged Securities regardless of notice of sale having been given. The Lenders may adjourn any public or private sale from time to timetime by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (b) Pledgors and Lenders acknowledge and agree that for purposes of determining whether a disposition of Pledged Securities which consists solely of Company Interests has been made in a commercially reasonable manner, the fair market value of the Company Interests may be determined by an independent appraisal of the value of the Company. The Lender Pledgors and Lenders further agree that Lenders shall also have any additional rights granted herein and in any other agreement now be entitled to commission a valuation of the Company from Mine Development Associates, or hereafter in effect between the Borrower and the Lender. If requested another independent mine valuation company selected by the Lender after Lenders, and may rely upon such valuation as a basis for determining the occurrence value of the Company Interests, and that the cost of such valuation is a commercially reasonable expense of the disposition and shall be paid by Pledgors and constitute an Obligation under the Loan Agreement secured by the lien and security interest created hereby. In the case of all sales of Pledged Collateral or any part thereof by the Lenders in accordance with this Agreement and applicable law, including the UCC, during the continuance of an Event of Default, the Borrower will assemble Pledgors shall pay all reasonable out of pocket costs and expenses of every kind of the Collateral Lenders in connection therewith (including, without limitation, reasonable attorneys’ fees and make it available disbursements, court costs, litigation and other expenses), and after deducting such costs and expenses from the proceeds of sale, the Lenders shall apply any remainder to the Lender at a place to payment of the other Obligations and the Borrower shall remain liable for any deficiency. The Pledgors shall be designated by jointly and severally liable for the Lenderpayment of any such costs and expenses of the Lenders. 6.3 Because of present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (dsuch Act and any such similar statute as from time to time in effect being hereinafter called the “Federal Securities Laws”) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to any disposition of the Pledged Collateral and pledged hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Lenders if the Lenders were to sell attempt to dispose of all or any part of the Pledged Collateral at public and may also limit the extent to which or private sale the manner in accordance with which any subsequent transferee of the UCC, without advertisement, in such manner and order as Pledged Collateral or any part thereof may dispose of the Lender may elect subject to complying with the UCCsame. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as There may be required by other legal restrictions or limitations affecting the UCC, provided that Lenders in any attempts to the extent notice dispose of all or any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower part of the time and place of any public sale Pledged Collateral under applicable blue sky or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence other state securities laws or similar laws analogous in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCCpurpose or effect. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to To the extent permitted by applicable law, be deemed each Pledgor covenants and agrees that the Lenders shall not to be “commercially reasonable” solely incur any liability as a result of such prices and other the sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Pledged Collateral or any part thereof before at any private sale that is commercially reasonable and otherwise in accordance with this Agreement and applicable law. To the extent permitted by applicable law, each Pledgor hereby waives any claims against the Lenders arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Lenders accept the first offer received and do not offer the Pledged Collateral, as a condition the case may be, to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsmore than one possible purchaser. 6.4 NOTWITHSTANDING ANYTHING IN THE FOREGOING PROVISIONS OF THIS SECTION 6 TO THE CONTRARY, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AT THE SOLE DISCRETION OF THE LENDERS, ANY AMOUNTS DUE TO THE PLEDGORS WITH RESPECT TO THE PLEDGED COLLATERAL SHALL BE PAYABLE IMMEDIATELY TO THE LENDERS AS IF THE LENDERS WERE IN THE PLEDGORS’ POSITION UNDER THE APPLICABLE ORGANIZATIONAL DOCUMENTS. EACH PLEDGOR SHALL TAKE ALL STEPS TO MAKE THE PLEDGED COLLATERAL AVAILABLE TO THE LENDERS AS REQUIRED BY THIS AGREEMENT. EACH PLEDGOR SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT TO ANY OTHER NECESSARY AGREEMENTS OR DOCUMENTS CONSENTING TO SUCH ARRANGEMENT.

Default. If: (a) Each the Debtor or other obligor of any Obligation secured by this agreement defaults in the following payment of any Obligation or other liability now existing or hereafter arising, to the Bank or any third party; (b) a default shall constitute an “Event occur under the terms of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreementnote, the Note guaranty, loan agreement or any other agreement between the Borrower and the Lender document which evidences or secures any Obligation secured by the Borrower this agreement; (c) a petition in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings is filed by or against the Borrower; Debtor or other obligor of any Obligation secured by this agreement; (iiid) a receiver is appointed for the Debtor; (e) the Debtor makes an assignment for the benefit of creditors; (f) the Debtor becomes a party to any proceeding for an adjustment, settlement, arrangement, extension or composition of, or other relief from, its debts; (g) there is a breach of any representation, warranty, covenant or agreement made herein by the Debtor; (h) the Debtor has misrepresented any material falsity fact herein or has made or hereafter makes such misrepresentation in any certificatestatement to the Bank, statementor in any writing supplemental or ancillary hereto; or (i) any event occurs which, representationin the Bank's absolute discretion, warranty impairs the financial responsibility or audit at any time furnished by or on behalf condition of the Borrower Debtor or any endorser or guarantor or any other party liable for payment the value of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or the Bank's security interest therein; then, in any other occurrence that inhibits the Lender’s free access to the Collateral. such event (b) Upon the occurrence of each, an "Event of Default"), the Lender may exercise such remedies Bank may, at its option, declare all Obligations secured hereby immediately due and rights as are available hereunderpayable, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by Bank may require the Lender after the occurrence of an Event of Default, the Borrower will Debtor to assemble the Collateral and make it available to the Lender Bank at a place which is reasonably convenient to be designated the Bank and the Debtor. In addition, the Bank shall have, and may exercise, all the rights and remedies conferred upon secured parties by the Lender. (d) Upon Uniform Commercial Code and other applicable laws. The Debtor hereby irrevocable appoints the Bank as Debtor's attorney-in-fact, with full authority in the place and stead of Debtor and in the name of Debtor or otherwise, upon the occurrence of any an Event of Default, the Lender shall be entitled to exercise take any and all rights with respect to the Collateral action and to sell all execute any instrument that the Bank may deem necessary or any part advisable to accomplish the purposes of this Agreement, including, without limitation: (a) to assign, pledge, convey or otherwise transfer title in or dispose of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industrythird person, and (b) if to file any claims, to take any action or institute any proceedings which the purchaser is Bank may deem necessary or desirable to enforce the Lender or any affiliate rights of the Lender, the sale price received by the Lender or any such affiliate in connection Bank with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, respect to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured ObligationsCollateral.

Default. (a) Each Time is of the following shall constitute an “Event essence with respect to ▇▇▇▇▇▇’s performance of Default” hereunder: (i) failure by the Borrower to perform any material its obligations under this Agreement. Lessor may declare this Lease in default if any one or more of the following occurs: (a) Lessee fails to make any payment required hereunder when due; (b) Lessee fails to maintain in force at all times the required insurance; (c) Lessee fails to properly operate, maintain or repair the Note Equipment; (d) Lessee fails to observe or perform any other agreement between covenant or requirement of this Lease, which failure is not cured to Lessor’s satisfaction within five (5) days after Lessor’s notice to Lessee thereof; (e) Lessee attempts to sell, transfer or encumber the Borrower and Equipment; (f) a voluntary or involuntary proceeding is instituted in any court of competent jurisdiction, seeking a decree or order (i) for relief in respect of Lessee under any applicable bankruptcy, insolvency, reorganization, assignment for the Lender benefit of creditors, or by the Borrower in favor of the Lenderother similar law, time being of the essence; or (ii) for the commencement appointment of any bankruptcy a receiver, liquidator, assignee, custodian, trustee, sequestrator or insolvency proceedings by similar official of Lessee or against the Borrower; its property, or (iii) material falsity for the winding up or liquidation of the Lessee’s affairs; (g) Lessee shall generally fail to pay its debts as they come due; and/or (h) Lessee, in any certificateLessor’s opinion, statement, representation, warranty or audit at shall become financially insecure. At any time furnished by after such declaration, Lessor may enter, with or on behalf without legal process, any premises where the Equipment is located and take possession thereof. Lessee shall provide Lessor with unobstructed ingress and egress for such purpose. Furthermore, ▇▇▇▇▇▇ shall immediately pay to Lessor all amounts then due hereunder and all costs of removal and repossession of the Borrower or any endorser or guarantor or any Equipment. Lessor’s remedies herein shall be cumulative and are in addition to all other party liable for payment of all or part of the Secured Obligations, pursuant to remedies existing at law or in connection with this Agreement or otherwise to the Lenderequity, including warranties in but not limited to, (a) terminate this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lenderall rights of Lessee hereunder; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon to declare the occurrence of an Event of Default, the Lender may exercise such remedies entire unpaid rent due (including any rent accruing during any minimum rental term) to be immediately due and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. payable; (c) Upon to enter the occurrence premises where the Equipment is located, take possession of any Event of Defaultand remove the Equipment or render the Equipment inoperable, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. without legal process; (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any demand that Lessee surrender and all rights with respect to the Collateral and to sell all or any part deliver up possession of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject Equipment to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. Lessor; (e) The Borrower shall pay with or without terminating this Agreement, to re-let the Equipment on such terms and conditions as are then available and otherwise acceptable to Lessor, and apply rent payments received, after deduction of all costs and expenses incurred by the Lender in enforcing Lessor, to amounts due from Lessee under this Agreement; and (f) within Lessor’s sole discretion, realizing upon but without any Collateral obligation, to take such action or make any payment to remedy any default, including but not limited to, procuring any required insurance coverage, paying any fine, imposition, penalty, taxes or fees incurred to recover and/or release the Equipment from any forfeiture, seizure, confiscation or similar proceeding, or from any lien or other encumbrance imposed on the Equipment, all such payments of which shall be reimbursed by Lessee. In addition to the payment of any amounts due Lessor hereunder, Lessee shall be responsible for and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not shall reimburse Lessor for all costs and whether expenses incurred by Lessor in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment exercise of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect hereunder, including all expenses incurred in the removal and transportation of the Equipment to Lessor’s premises, any cleaning, service and/or repair of the Secured ObligationsEquipment, and in the enforcement of the terms and conditions of this Agreement or damages recoverable hereunder, including costs of collection and reasonable attorney’s fees (including fees and expenses incurred in any bankruptcy proceeding or on appeal) .

Default. (a) Each of At the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower to perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor option of the Lender, time being the security hereby granted shall become enforceable upon the happening of any of the essence; following events: (iia) If the commencement of Debtor or the Guarantor fail to pay or perform when due any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower Obligations; (b) If the Debtor or the Guarantor fail to perform any endorser or guarantor or any other party liable for payment provisions of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise of any other agreement to which the Lender, including Debtor or the Guarantor and the Lender are parties; (c) If any of the representations and warranties in this Agreement and including was incorrect when made or deemed to have been made; (d) If the Debtor or the Guarantor ceases or threatens to cease to carry on its business, commits an act of bankruptcy, becomes insolvent, makes an assignment or bulk sale of its assets, or proposes a compromise or arrangement to its creditors; (e) If any omission proceeding is taken with respect to disclose a compromise or arrangement, or to have the Debtor or the Guarantor declared bankrupt or wound up, or to have a receiver appointed of any substantial contingent part of the Collateral or liquidated liabilities if any encumbrancer takes possession of any part thereof; (f) If any execution, sequestration or other process of any material adverse change in facts disclosed by court becomes enforceable against the Debtor or the Guarantor or if any certificate, statement, representation, warranty distress or audit furnished to the Lender; or (iv) any attachment or levy against analogous process is levied upon the Collateral or any part thereof; (g) If the Lender in good faith believes that the prospect of payment or performance of any of the Obligations is impaired; and in such event: (a) The Lender may, in addition to any other occurrence that inhibits rights, appoint by instrument in writing a receiver of all or any part of the Lender’s free access collateral and remove or replace such receiver from time to time or may institute proceedings in any Court of competent jurisdiction for the appointment of such a receiver. Where the Lender is hereafter in this paragraph referred to the Collateralterms shall, where the context permits, include any Receiver so appointed and the officers, employees, servants or agents of such Receiver. (b) Upon The Guarantor will forthwith upon demand assemble and deliver to the occurrence Lender possession of an Event of Defaultall the Collateral at such place as may be specified by the Lender. In any event, at its option the Lender may exercise take such remedies and rights steps as are available hereunder, under the Note it considers necessary or otherwise. This paragraph is not intended desirable to affect obtain possession of all or impair any rights part of the Collateral, and to that end the Guarantor agrees that the Lender with respect to may by its servants, agents or Receiver at any Secured Obligations that time during the day or night, enter upon lands and premises, and if necessary break into houses, buildings and enclosures, wheresoever and whatsoever where the Collateral may now be found for the purpose of taking possession of and removing the Collateral or hereafter be payable on demandany part thereof. (c) Upon The Lender may seize, collect, realize, borrow money on the occurrence of security of, release to third parties or otherwise deal with the Collateral or any Event of Defaultpart thereof in such manner, the Lender’s rights with respect upon such terms and conditions and at such time or times as may seem to it advisable and without notice to the Collateral shall be those Guarantor (except as otherwise required by any applicable law), and may charge on its own behalf and pay to others reasonable sums for expenses incurred and for services rendered (expressly including legal advices and services, and receivers and accounting fees) in or in connection with seizing, collecting, realizing borrowing on the security of, selling or obtaining payment of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available may add the amount of such sums to the Lender at a place to be designated by indebtedness of the LenderDebtor. (d) Upon At its option, to be notified to the occurrence of any Event of DefaultGuarantor in the manner provided by the governing statute, the Lender shall be entitled may elect to exercise any and all rights with respect to the Collateral and to sell retain all or any part of the Collateral at public in satisfaction of the obligations to it of the Debtor or private sale the Guarantor. (e) The Lender shall not be liable or accountable for any failure to seize, collect, realize, sell or obtain payment of the Collateral or any part thereof and shall not be bound to institute proceedings for the purpose of seizing, collecting, realizing or obtaining possession or payment of the same or for the purpose of preserving any rights of the Lender, the Debtor or the Guarantor or any other person, firm or corporation in respect of same. (f) The Lender may grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges, release any part of the Collateral to third parties and otherwise deal with the Debtor, the Guarantor, debtors of the Debtor or the Guarantor, sureties and others and with the Collateral and other securities as the Lender may see fit without prejudice to the liability of the Debtor or the Guarantor or the Lender's right to hold and realize the Collateral. (g) All monies collected or received by the Lender in respect of the Collateral may be applied on account of such parts of the indebtedness and liability of the Debtor or the Guarantor as to the Lender seems best or may be held unappropriated in a collateral account or in the discretion of the Lender may be released to the Debtor or the Guarantor, all without prejudice to the Lender's claims upon the Debtor or the Guarantor. (h) In the event of the Lender taking possession of the said Collateral, or any part thereof in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice provisions of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such saleAgreement, the Lender shall have the right to delivermaintain the same upon the premises on which the Collateral may then be situate, assign and transfer for the purpose of such maintaining shall be entitled to the buyer thereof free use and enjoyment of all necessary buildings, premises, housing, shelter and accommodation for the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely proper maintaining, housing and free from any claim or right of whatsoever kind, including any equity or right of redemption protection of the Borrower that may be waived said Collateral, and for its servant or any other right servants, assistant or claim of the Borrowerassistants, and the Borrower, Guarantor covenants and agrees to provide the same without cost or expense to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, Lender until such time as the Lender shall be deemed determine in its discretion to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate remove, sell or otherwise dispose of the Lender), investment banker said Collateral so taken possession of by it as aforesaid. (i) To facilitate the realization of the Collateral the Lender may carry on or concur in the carrying on of all or any other method common in part of the securities industrybusiness of the Debtor or the Guarantor and may to the exclusion of all others, including the Debtor or the Guarantor, enter upon, occupy and use all or any of the premises, buildings, plant and undertaking of or occupied or used by the Debtor or the Guarantor and use all or any of the tools, machinery and equipment of the Debtor or the Guarantor for such time as the Lender sees fit, free of charge, to manufacture or complete the manufacture of any inventory and to pack and ship the finished product, and (b) if the purchaser is the Lender shall not be liable to the Debtor or the Guarantor for any affiliate neglect in so doing or in respect of the Lenderany rent, the sale price received by the Lender charges, depreciation or any such affiliate damages in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionsactions. (ej) The Borrower shall Lender may, if it deems it necessary for the proper realization of all or any part of the Collateral, pay all costs any encumbrance, lien, claim or charge that may exist or be threatened against the same and in every such case the amounts so paid together with costs, charges and expenses incurred in connection therewith shall be added to the obligations of the Debtor to the Lender as hereby secured, and shall bear interest at the rate currently charged to the Debtor under its obligations to the Lender at the date of payment thereof by the Lender. (k) If after all the expenses of the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collectionthe preservation and realization of the Collateral as above described shall have been satisfied and all obligations, trialincluding contingent obligations, arbitration, appeal or otherwise and, of the Debtor to the extent Lender shall have been satisfied and paid in full together with interest, any balance of monies in the hands of the Borrower’s liability for repayment of any Lender arising out of the Secured Obligationsrealization of the Collateral, shall be liable for paid to any deficiencies person other than the Debtor or the Guarantor whom the Lender knows to be the owner of the Collateral, and in the event the Proceeds absence of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein such knowledge, such balance shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition paid to the pursuit of any of its other rights and remedies with respect to the Secured ObligationsDebtor.

Default. Any one of the following events shall constitute an "Event of Default" hereunder: (a) Each Lessee shall fail to pay when due any installment of rent or other amount due hereunder; (b) Lessee shall fail to observe or perform any other agreement to be observed or performed by Lessee hereunder; (c) Lessee, any guarantor of this Lease, or any partner of Lessee if Lessee is a partnership shall cease doing business as a going concern or make an assignment for the benefit of creditors; (d) Lessee, any guarantor of this Lease, or any partner of Lessee if Lessee is a partnership shall voluntarily file, take any action to authorize the filing, or have filed against it involuntarily, a petition for liquidation, reorganization, adjustment of debt or similar relief under the federal or state bankruptcy or insolvency law; (e) a trustee, receiver, or liquidator be appointed for Lessee, any guarantor of this Lease, or for all or a substantial part of the following assets of Lessee or any guarantor; (f) any individual Lessee or individual guarantor of this Lease, or partner of Lessee if Lessee is a partnership, shall constitute die; (g) an “Event event of Default” hereunderdefault shall occur under any other obligation Lessee or any guarantor of this Lease owes to Lessor; (h) an event of default by Lessee shall occur under any agreement involving Lessee's or a guarantor's indebtedness to a lender for borrowed money; or (i) Lessee shall have terminated its corporate existence, consolidated with, merged into, or conveyed or leased substantially all of its assets as an entity to any person unless: (i) failure by the Borrower such person executes and delivers to perform any material Lessor an agreement satisfactory in form and substance to Lessor, in its sole discretion, which shall not be reasonably withheld, containing such person's effective assumption and its agreement to pay, perform, comply with and otherwise be liable for all of Lessee's obligations having previously arisen, or then or thereafter arising, under this AgreementLease together with any documents, the Note or any other agreement between the Borrower Agreements investments, certificates, opinions and the Lender or filings by the Borrower in favor of the Lender, time being of the essenceLessor; and (ii) the commencement of Lessor (and any bankruptcy or insolvency proceedings by or against the Borrower; (iiiAssignee) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise is satisfied as to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to creditworthiness of such person. In the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those event of a secured party failure to comply under A or B the UCC and any other applicable law in effect from time Lessor is required to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such provide notice of any public or private sale as may be required by the UCC, provided that default and allow Lessee ten (10) days to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutionscure. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. (a) Each of the following events shall constitute an “Event of Default” hereunder: under the Agreement: (ia) failure by the Borrower shall fail to perform make any material obligations required payment within ten (10) days of when due under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (iib) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time financial or credit information heretofore or hereafter made or furnished by or on behalf of Borrower or any guarantor of Borrower’s obligations under the Agreement proves to have been false or misleading in any material respect when made or, as of the date of any Loan, Borrower shall have omitted any material fact, contingent or unliquidated liability or claim against Borrower or any such guarantor; (c) Borrower shall fail to observe or perform any other agreement to be observed or performed by Borrower under the Agreement and the continuance thereof for ten (10) days following written notice thereof by Lender to Borrower; (d) Borrower or any guarantor or any partner of Borrower if Borrower is a partnership shall cease doing business as a going concern or make an assignment for the benefit of creditors; (e) Borrower or any guarantor or any partner of Borrower if Borrower is a partnership or the holder(s) of the majority ownership interests of Borrower shall voluntarily file, or have filed against it involuntarily (and which involuntary filing remains undismissed for sixty (60) days), a petition for liquidation, reorganization, adjustment of debt, or similar relief under the federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency law, or a trustee, receiver, or liquidator shall be appointed of it or of all or a substantial part of its assets; (f) Borrower or any guarantor shall be in breach of or in default in the payment or performance of obligations having a combined outstanding amount of $1,000,000 or more under any credit agreement, conditional sales contract, lease or other contract, howsoever arising; (g) an event of default shall occur under any other obligation Borrower or guarantor owes to Lender; (h) an event of default shall occur under any indebtedness Borrower may now or hereafter owe to any affiliate of Lender; or (i) a change in Borrower’s or any guarantor’s condition or circumstances from the date hereof results in a Material Adverse Effect. “Material Adverse Effect” shall mean a material adverse effect upon any of (i) the financial condition, operations, business or properties of the Borrower or any endorser guarantor taken as a whole; (ii) the ability of the Borrower or guarantor any guarantor, taken as a whole, to perform its obligations under this Agreement or any guaranty to which it is a party in any material respect or any other party liable for payment material contract in any material respect to which any one or more of all them is a party; (iii) the legality, validity or part enforceability of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lenderguaranty; or (iv) any attachment the perfection or levy against priority of the Collateral security interest granted under this Agreement or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such rights and remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to under this Agreement (other than, in each case, a change resulting from any Secured Obligations that may now act or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated omission by the Lender). (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. In the event of default by Client of any obligation under any ----------- transaction or agreement with your or any of your affiliates, if Client shall become bankrupt, insolvent or subject to any bankruptcy, reorganization, insolvency or similar proceeding, or if for any reason you or any of your affiliates deem it advisable for your or their protection, you or any of your affiliates may, without notice or demand to Client, and at such times and places as you may determine, cancel., terminate, accelerate, liquidate and/or close-out any or any transactions and agreements between Client and you or any of your affiliates, pledge or sell any securities or other property which you or any of your affiliates may hold for Client or which is due to Client (aeither individually or jointly with others) Each and apply the proceeds to the discharge of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower obligation, set-off, net and recoup any obligations to perform Client against any material obligations under this Agreement, the Note to you or any of your affiliates, exercise all rights of a secured creditor in respect of all collateral in which you or your affiliates have a security interest or right of set-off, cover any open positions of Client (by buying in or borrowing securities or otherwise) and take such other agreement between actions as you or any of your affiliates deem appropriate provided that if applicable law would stay or otherwise impair the Borrower ability of your or any of your affiliates to take any such action upon any such bankruptcy, reorganization, insolvency or similar proceeding, you and the Lender or by the Borrower in favor of the Lender, time being of the essence; (iiapplicable affiliate(s) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant will be deemed to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise have taken such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights action with respect to the Collateral shall be those cancellation, termination, acceleration, liquidation and/or close-out of transactions, and the application of appropriate set-offs and if and to the extent you deem it appropriate, the sale or disposition of securities or other assets of Client, the exercise of rights of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrowercreditor, and the Borrowerapplication of proceeds immediately prior to such bankruptcy, to the extent permitted by lawreorganization, hereby specifically waives all rights of redemption, stay insolvency or appraisal that the Borrower has or may have under any law now existing or hereafter adoptedsimilar proceeding. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender Client shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be remain liable for any deficiencies in the event the Proceeds deficiency and shall promptly reimburse you and your affiliates for any loss or expense incurred thereby, including losses sustained by reason of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed an inability to require the Lender to proceed against the Collateral borrow any securities or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsproperty sold for Client's account.

Default. In the event of default by Client of any obligation under any transaction or agreement with you or any of your affiliates, if Client shall become bankrupt, insolvent or subject to any bankruptcy, reorganization, insolvency or similar proceeding, or if for any reason you or any of your affiliates deem it advisable for your or their protection, you or any of your affiliates may, without notice or demand to Client, and at such times and places as you may determine, cancel, terminate, accelerate, liquidate and/or close-out any or all transactions and agreements between Client and you or any of your affiliates, pledge or sell any securities or other property which you or any of your affiliates may hold for Client or which is due to Client (aeither individually or jointly with others) Each and apply the proceeds to the discharge of the following shall constitute an “Event of Default” hereunder: (i) failure by the Borrower obligation, set-off, net and recoup any obligations to perform Client against any material obligations under this Agreement, the Note to you or any of your affiliates, exercise all rights of a secured creditor in respect of all collateral in which you or your affiliates have a security interest or right of set-off, cover any open positions of Client (by buying in or borrowing securities or otherwise) and take such other agreement between actions as you or any of your affiliates deem appropriate provided that if applicable law would stay or otherwise impair the Borrower ability of your or any of your affiliates to take any such action upon any such bankruptcy, reorganization, insolvency or similar proceeding, you and the Lender or by the Borrower in favor of the Lender, time being of the essence; (iiapplicable affiliate(s) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant will be deemed to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise have taken such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights action with respect to the Collateral shall be those cancellation, termination, acceleration, liquidation and/or close-out of transactions, and the application of appropriate set-offs, and if and to the extent you deem it appropriate, the sale or disposition of securities or other assets of Client, the exercise of rights of a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender shall be entitled to exercise any and all rights with respect to the Collateral and to sell all or any part of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required by the UCC, provided that to the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrowercreditor, and the Borrowerapplication of proceeds immediately prior to such bankruptcy, to the extent permitted by lawreorganization, hereby specifically waives all rights of redemption, stay insolvency or appraisal that the Borrower has or may have under any law now existing or hereafter adoptedsimilar proceeding. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting of notes, bonds or other securities which are not sold on a recognized market, the Lender Client shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be remain liable for any deficiencies in the event the Proceeds deficiency and shall promptly reimburse you and your affiliates for any loss or expense incurred thereby, including losses sustained by reason of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed an inability to require the Lender to proceed against the Collateral borrow any securities or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligationsproperty sold for Client's account.

Default. Upon the happening of any one or more of the following events, Purchaser may terminate this Agreement and any Commitments, and shall have the other remedies specified herein: (a) Each of the following shall constitute an “Event of Default” hereunder: (i) failure Failure by the Borrower Seller duly to observe or perform any material obligations under this Agreement, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) the commencement of any bankruptcy or insolvency proceedings by or against the Borrower; (iii) material falsity in any certificaterespect any covenant, statement, representation, warranty condition or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties agreement in this Agreement to be observed or performed by Seller for a period of thirty (3Q) days after written notice, specifying such failure and including any omission requesting that it be remedied, given to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed Seller by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral.Purchaser (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note Any representation by Seller proves to be false or otherwise. This paragraph is not intended Seller breaches any warranty given to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demandPurchaser. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to the Collateral shall be those A decree or order of a secured party under court or agency or supervisory authority having jurisdiction in the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and premises for the appointment of a conservator or receiver or liquidator in any other agreement now insolvency, readjustment of debt, marshalling of assets and liabilities or hereafter in effect between similar proceedings, or for the Borrower and winding-up or liquidation of its affairs, shall have been entered against the Lender. If requested by the Lender after the occurrence of an Event of Default, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the LenderSeller. (d) Upon Seller shall consent to the occurrence appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to Seller or of or relating to all or substantially all of its property. (e) Seller shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any Event applicable insolvency or reorganization statute, make an assignment for the benefit of Defaultits creditors, or voluntarily suspend payment of its obligations. (f) Any document, instrument, agreement or other paper delivered by Seller to Purchaser contains a material inaccuracy or fails to conform with the Lender shall be entitled terms of this Agreement. (g) Seller solicits any Mortgagor to exercise any and all rights with respect refinance a Mortgage Loan (except for a solicitation which is incidental to a solicitation directed to the Collateral general public and not to sell all a specific Mortgagor). If Seller defaults under this Agreement for any reason stated above, Purchaser shall not be obligated to purchase any Mortgage Loan covered by an outstanding Commitment. Nevertheless, Purchaser may, at its option, in the event of default by Seller, terminate this Agreement and purchase one or any part more of the Collateral at public or private sale in accordance with the UCC, without advertisement, in such manner and order as the Lender may elect subject to complying with the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required Mortgage Loans covered by the UCC, provided that Commitments issued prior to the extent notice date of any such sale is required by the UCCtermination. In addition, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely as a result of such prices and other sale terms. Upon any such sale, the Lender Purchaser shall have the right to deliver, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free offset from any claim or right of whatsoever kind, including amount due to Seller any equity or right of redemption of the Borrower that may be waived or any other right or claim of the Borrower, and the Borrower, amount Seller owes to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal that the Borrower has or may have Purchaser under any law now existing or hereafter adopted. Without limiting any other rights and remedies available to the Lender, the Borrower expressly acknowledges and agrees that with respect to Collateral consisting provision of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, and (b) if the purchaser is the Lender or any affiliate of the Lender, the sale price received by the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, to the extent of the Borrower’s liability for repayment of any of the Secured Obligations, shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other rights and remedies with respect to the Secured Obligations.

Default. The Debtor agrees that, if any Event of Default shall have occurred and be continuing, then and in every such case, subject to any mandatory requirements of applicable law then in effect, the Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the law in all relevant jurisdictions and may: a. Declare all Obligations secured hereunder, or any of them (a) Each notwithstanding any provision thereof), to be immediately due and payable without demand or notice. b. Personally, or by agents or attorneys, immediately retake possession of the following Collateral or any part thereof, from the Debtor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon the Debtor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of the Debtor; c. Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables) constituting the Collateral to make any payment required by the terms of such instrument or agreement directly to the Secured Party; d. Sell, assign or otherwise liquidate, or direct the Debtor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; and e. Take possession of the Collateral or any part thereof, by directing the Debtor in writing to deliver the same to the Secured Party at any place or places designated by the Secured Party, in which event the Debtor shall constitute an “Event of Default” hereunderat its own expense: (i) failure forthwith cause the same to be moved to the place or places so designated by the Borrower Secured Party and there delivered to perform any material obligations under this Agreementthe Secured Party, the Note or any other agreement between the Borrower and the Lender or by the Borrower in favor of the Lender, time being of the essence; (ii) store and keep any Collateral so delivered to the commencement of any bankruptcy Secured Party at such place or insolvency proceedings places pending further action by or against the Borrower; Secured Party as provided herein, and (iii) material falsity in any certificate, statement, representation, warranty or audit at any time furnished by or on behalf of the Borrower or any endorser or guarantor or any other party liable for payment of all or part of the Secured Obligations, pursuant to or in connection with this Agreement or otherwise to the Lender, including warranties in this Agreement and including any omission to disclose any substantial contingent or liquidated liabilities or any material adverse change in facts disclosed by any certificate, statement, representation, warranty or audit furnished to the Lender; or (iv) any attachment or levy against the Collateral or any other occurrence that inhibits the Lender’s free access to the Collateral. (b) Upon the occurrence of an Event of Default, the Lender may exercise such remedies and rights as are available hereunder, under the Note or otherwise. This paragraph is not intended to affect or impair any rights of the Lender with respect to any Secured Obligations that may now or hereafter be payable on demand. (c) Upon the occurrence of any Event of Default, the Lender’s rights with respect to while the Collateral shall be those so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; it being understood that the Debtor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a secured party under the UCC and any other applicable law in effect from time to time. The Lender shall also have any additional rights granted herein and in any other agreement now or hereafter in effect between the Borrower and the Lender. If requested by the Lender after the occurrence of an Event of Defaultcourt having jurisdiction, the Borrower will assemble the Collateral and make it available to the Lender at a place to be designated by the Lender. (d) Upon the occurrence of any Event of Default, the Lender Agent shall be entitled to exercise a decree requiring specific performance by the Debtor of said obligation. f. Any Collateral repossessed by the Secured Party under or pursuant hereto, and any other Collateral whether or not so repossessed by the Secured Party, may be sold, assigned, leased or otherwise disposed of under one or more contracts or as an entirety, and all rights without the necessity of gathering at the place of sale the property to be sold, and in general in such manner, at such time or times, at such place or places and on such terms as the Secured Party may, in compliance with respect any mandatory requirements of applicable law, determine to the Collateral and to sell all or any part be commercially reasonable. Any of the Collateral at public may be sold, leased or private sale in accordance with the UCC, without advertisementotherwise disposed of, in such manner and order as the Lender may elect subject to complying with condition in which the UCC. The Lender may purchase the Collateral for its own account at any such sale. The Lender shall give the Borrower such notice of any public or private sale as may be required same existed when taken by the UCC, provided that to Secured Party or after any overhaul or repair which the extent notice of any such sale is required by the UCC, the Borrower agrees that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is Secured Party shall determine to be made shall constitute reasonable notification and provided further that, if the Lender fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Borrower acknowledges that Collateral may be sold at a loss to the Borrower, and that, in such event, the Lender shall have no liability or responsibility to the Borrower for such loss. The Borrower further acknowledges that a private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that no such private sale shall, to the extent permitted by applicable law, be deemed not to be “commercially reasonable” solely . g. Except as a result of such prices and other sale terms. Upon any such saleotherwise provided in this Agreement, the Lender shall have the right to deliverTHE DEBTOR HEREBY WAIVES, assign and transfer to the buyer thereof the Collateral so sold. Each buyer at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kindTO THE EXTENT PERMITTED BY APPLICABLE LAW, including any equity or right of redemption of the Borrower that may be waived or any other right or claim of the BorrowerNOTICE AND JUDICIAL HEARING IN CONNECTION WITH THE SECURED PARTY'S TAKING POSSESSION OR THE SECURED PARTY'S DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT WHICH DEBTOR WOULD OTHERWISE HAVE UNDER THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE, and the BorrowerDebtor hereby further waives, to the extent permitted by law: All damages occasioned by such taking of possession except any damages which are the direct result of the Secured Party's gross negligence or willful misconduct; All other requirements as to the time, hereby specifically waives all place and terms of sale or other requirements with respect to the enforcement of the Secured Party's rights hereunder; and All rights of redemption, stay appraisement, valuation, stay, extension or appraisal that the Borrower has moratorium now or may have hereafter in force under any applicable law in order to prevent or delay the enforcement of this Agreement or the absolute sale of the Collateral or any portion thereof, and the Debtor, for itself and all who may claim under it, insofar as it or they now existing or hereafter adoptedlawfully may, hereby waives the benefit of all such laws. Without limiting Any sale of, or the grant of options to purchase, or any other rights realization upon, any Collateral shall operate to divest all right, title, interest, claim and remedies available demand, either at law or in equity, of the Debtor therein and thereto, and shall be a perpetual bar both at law and in equity against the Debtor and against any and all Persons claiming or attempting to claim the Collateral so sold, optioned or realized upon, or any part thereof, from, through and under the Debtor. h. Charge Debtor with all expenses of retaking, holding, preparing for sale, selling, collecting, filing applicable actions, including but not limited to attorney fees and costs. i. The proceeds of any Collateral obtained or disposed of pursuant hereto shall be applied as follows: i. To the payment of any and all expenses and fees (including, without limitation, reasonable attorneys' fees) incurred by the Secured Party in obtaining, taking possession of, removing, insuring, repairing, storing and disposing of Collateral and any and all amounts incurred by the Secured Party in connection therewith; ii. Next, any surplus then remaining to the Lender, payment of the Borrower expressly acknowledges and agrees that with respect to Collateral consisting Obligations in the following order of notes, bonds or other securities which are not sold on a recognized market, the Lender shall be deemed to have conducted a commercially reasonable sale of such Collateral if priority: (a) such sale is conducted by any nationally recognized broker-dealer (including any affiliate of the Lender), investment banker or any other method common in the securities industry, all interest accrued and unpaid; (b) if the purchaser principal amount owing on the Loans; (c) the fees then owing to the Agent; and (d) all other Obligations then owing; and iii. If the Total Commitment is then terminated and no other Obligation is outstanding, any surplus then remaining shall be paid to the Lender or any affiliate Debtor, subject, however, to the rights of the Lender, holder of any then existing Lien of which the sale price received by Secured Party has actual notice (without investigation); it being understood that the Lender or any such affiliate in connection with such sale is reasonably supported by quotations received from one or more other nationally recognized broker-dealers, investment bankers or other financial institutions. (e) The Borrower Debtor shall pay all costs and expenses incurred by the Lender in enforcing this Agreement, realizing upon any Collateral and collecting any Secured Obligations (including attorneys’ fees) whether suit is brought or not and whether incurred in connection with collection, trial, arbitration, appeal or otherwise and, remain liable to the extent of any deficiency between the Borrower’s liability amount of the proceeds of the Collateral and the aggregate amount of the sums referred to in this Article 4. j. No failure or delay on the part of the Secured Party or any holder of any Note in exercising any right, power or privilege hereunder and no course of dealing between the Debtor and the Secured Party or the holder of any Obligation shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights, powers and remedies herein expressly provided are cumulative and not exclusive of any rights, powers or remedies which the Secured Party or the holder of any Obligation would otherwise have. No notice to or demand on the Debtor in any case shall entitle the Debtor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Secured Party or the holder of any Obligation to any other or further action in any circumstances without notice or demand. k. In case the Secured Party shall have instituted any proceeding to enforce any right, power or remedy under this Agreement by foreclosure, sale, entry or otherwise, and such proceeding shall have been discontinued or abandoned for repayment any reason or shall have been determined adversely to the Secured Party, then and in every such case the Debtor, the Secured Party and each holder of any of the Secured Obligations, Obligations shall be liable for any deficiencies in the event the Proceeds of disposition of the Collateral do not satisfy the Secured Obligations in full. Nothing contained herein shall be deemed restored to require the Lender to proceed against the Collateral or any part thereof before or as a condition to the pursuit of any of its other their former positions and rights and remedies hereunder with respect to the Collateral subject to the security interest created under this Agreement, and all rights, remedies and powers of the Secured ObligationsParty shall continue as if no such proceeding had been instituted.