Common use of REMEDIES IN CASE OF AN EVENT OF DEFAULT Clause in Contracts

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. In case an Event of Default shall have occurred and be continuing, the Lender shall have in each case all of the remedies of a secured party under the Nevada Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged Shares, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender shall give ten days' notice to the Pledgors of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender shall, in its sole discretion, determine, the Pledgors hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender may bid for and purchase the whole or any part of the Pledged Shares so sold free from any such right or equity of redemption. The Lender shall apply the proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Lender in enforcing its rights under the Debenture or this Pledge Agreement, second to the payment of accrued and unpaid interest on the Debenture and third to the payment of unpaid principal of the Debenture, and the Pledgors shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Delaware Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged SharesSecurities, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Securities or any of them may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Securities so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of all costs and ----- expenses, including reasonable attorneys' fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Pledge Agreement, Agreement and second to the payment of accrued and unpaid interest on ------ the Debenture and third to the payment of unpaid principal of the Debentureremaining Note Obligations, and the Pledgors Pledgor shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I..

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Delaware Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretionsubject to any necessary regulatory approvals, to sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged Shares, Collateral or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise otherwise, each of which demands, advertisements and/or notices are hereby expressly waived (except that the Lender Company shall give ten 10 days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 34), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Collateral so sold free from any such right or equity of redemption. The Lender Company shall apply the net proceeds of any such sale first sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Collateral or in any way relating to its rights hereunder, including reasonable attorney's fees and legal expenses, to the payment in whole or in part of all costs the principal of and expenses, including reasonable attorneys' fees, incurred by the Lender in enforcing its rights under the Debenture or this Pledge Agreement, second to the payment of accrued and unpaid interest on the Debenture and third to Promissory Note, in such order as the payment of unpaid principal of Company may elect, the Debenture, and the Pledgors shall continue to be Pledgor remaining liable for any deficiency. All sales deficiency remaining unpaid after such application, and only after so applying such net proceeds and after the payment by the Company of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned any other amount required by each any provision of law, including, without limitation, Section 9-504(l)(c) of the Pledgors as set forth on Schedule I.Uniform Commercial Code, need the Company account for the surplus, if any, to the Pledgor. The Pledgor agrees that the Company need not give more than ten days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to the Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada New York Uniform Commercial Code, and, without limiting the generality of the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged SharesCollateral, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Securities or any of them may be listedlisted (in the case of Pledged Securities), at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Collateral so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Stock Pledge Agreement, and second to the payment of accrued and unpaid interest on the Debenture and third to the payment then of unpaid principal of the DebentureRecourse Note, and thereafter to the payment of any other Obligations, and the Pledgors Pledgor shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I..

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Delaware Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged SharesSecurities, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Securities or any of them may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Securities so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of all costs and ----- expenses, including reasonable attorneys' fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Pledge Agreement, Agreement and second to the payment of ------ accrued and unpaid interest interest, if any, on the Debenture Notes and third to the payment of ----- the unpaid principal of the DebentureNotes and all other unpaid Note Obligations, and the Pledgors Pledgor shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I..

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall be entitled to vote the Pledged Securities and shall have in each case all of the remedies of a secured party under the Nevada Delaware Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretionsubject to any necessary regulatory approvals, to sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged SharesSecurities, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten 10 days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole uncontrolled discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Securities so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys' attorneys fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Pledge Agreement, second Agreement and then to the payment of accrued and unpaid interest on the Debenture and third to the payment of unpaid principal of the DebentureNotes, and the Pledgors shall continue with such payments to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each applied to accrued interest or principal payable under either of the Pledgors as set forth on Schedule I.Notes, in the Company's uncontrolled discretion.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Massachusetts Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged SharesSecurities, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Securities or any of them may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Securities so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of all ----- costs and expenses, including reasonable attorneys' fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Stock Pledge Agreement, Agreement and second ------ to the payment of accrued and unpaid interest on (i) the Debenture Tax Loan Note and (ii) the Note and third to the payment of unpaid principal of (i) the Debenture, Tax Loan Note ----- and (ii) the Pledgors shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I.Note.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Delaware Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged SharesSecurities, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Securities or any of them may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Securities so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of all costs and ----- expenses, including reasonable attorneys' fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Pledge Agreement, Agreement and second to the payment of accrued and unpaid interest on the Debenture and third to the payment of unpaid principal of the Debentureremaining Note Obligations, and the Pledgors Pledgor shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I..

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. In case If an Event of Default shall have has occurred and be is continuing, the Lender Pledgee shall have the right to exercise in each case all respect of the Collateral all the rights and remedies of available to a secured party under the Nevada Uniform Commercial CodeCode in effect at the time in The Commonwealth of Massachusetts. To the maximum extent permitted by applicable law, and, without limiting the foregoing, shall have Pledgee may (after only such notice to the right, in its sole discretion, to Pledgor as may be required by applicable law) sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged SharesCollateral, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender shall give ten days' notice to the Pledgors of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender shall, Pledgee in its sole discretion, uncontrolled discretion may determine, the Pledgors hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At ; at any such sale the Lender Pledgee may bid for and purchase the whole or any part portion of the Pledged Shares so sold free from Collateral and may make payment therefor by any such right or equity of redemptionmeans. The Lender Pledgee shall apply the cash proceeds actually received by it from any sale or other disposition, together with any other moneys at the time held by it hereunder, to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys’ fees, brokers’ fees and all other reasonable expenses which may be incurred by the Pledgee in collecting sums due under the Letter Agreement and/or the Term Note and/or in enforcing this Agreement; and then to principal of and interest on the Secured Obligations; and any amount remaining in excess of the sum of (i) such expenses and (ii) the Secured Obligations shall be paid to the Pledgor. The Pledgee shall not be required to resort to or mxxxxxxx any present or future security for, or guaranties of, the obligations secured hereby, or to resort to any such security or guaranties in any particular order. The Pledgee’s remedies shall be cumulative with all other rights, however existing or arising, and may be exercised concurrently or separately. Neither failure nor delay on the Pledgee’s part to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other further exercise thereof or the exercise of any other right, remedy, power or privilege. The Pledgor recognizes that the Pledgee may be unable to effect a public sale first of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, but may be compelled to resort to one or more private sales thereof 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 payment of all costs distribution or resale thereof. The Pledgor agrees that any such private sales may be at prices and expenses, including reasonable attorneys' fees, incurred by the Lender in enforcing its rights under the Debenture or this Pledge Agreement, second on other terms less favorable to the payment seller than if sold at public sales and that such private sales shall not be deemed to have been made in a commercially unreasonable manner on account of accrued and unpaid interest on their private character. Beyond the Debenture and third exercise of reasonable care to assure the physical safekeeping of Collateral (if any) while held in the Pledgee’s possession, the Pledgee shall have no duty or liability to preserve rights pertaining to any Collateral. In addition to the payment above-described rights to realize upon Collateral, upon the occurrence and during the continuance of unpaid principal an Event of Default, the Debenture, Pledgee may liquidate the Investment Account and apply the Pledgors shall continue proceeds thereof to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I.Secured Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Delaware Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretionsubject to any necessary regulatory approvals, to sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged Shares, Collateral or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise otherwise, each of which demands, advertisements and/or notices are hereby expressly waived (except that the Lender Company shall give ten 10 days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 34), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Collateral so sold free from any such right or equity of redemption. The Lender Company shall apply the net proceeds of any such sale first sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care, safekeeping or otherwise of any and all of the Collateral or in any way relating to its rights hereunder, including reasonable attorney's fees and legal expenses, to the payment in whole or in part of all costs the principal of and expenses, including reasonable attorneys' fees, incurred by the Lender in enforcing its rights under the Debenture or this Pledge Agreement, second to the payment of accrued and unpaid interest on the Debenture and third to Promissory Note, in such order as the payment of unpaid principal of Company may elect, the Debenture, and the Pledgors shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I.Pledgor

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender Company shall have in each case all of the remedies of a secured party under the Nevada Massachusetts Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to sell, resell, assign and deliver all or, from time to time, any part of the Pledged SharesSecurities, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Pledge Securities or any of them may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Company shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Company shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Company may bid for and purchase the whole or any part of the Pledged Shares Securities so sold free from any such right or equity of redemption. The Lender Company shall apply the proceeds of any such sale first to the payment of ----- all costs and expenses, including reasonable attorneys' fees, incurred by the Lender Company in enforcing its rights under the Debenture or this Stock Pledge Agreement, second to ------ the payment of accrued and unpaid interest on (i) the Debenture Tax Loan Note and (ii) the Note and third to the payment of unpaid principal of the Debenture, (i) the Tax Loan Note ----- and (ii) the Pledgors shall continue to be liable for any deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Pledgors as set forth on Schedule I.Note.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. (a) In case an Event of Default shall have occurred and be continuing, the Lender shall have in each case all of the remedies of a secured party under the Nevada Uniform Commercial Code, and, without limiting the foregoing, Parent shall have the right, in its sole discretion, to sell, resell, assign and deliver deliver, all or, from time to time, any part of the Pledged Shares, Collateral or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares Securities may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender Parent shall give ten days' notice to the Pledgors Pledgor of the time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender Parent shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale sale, the Lender Parent may bid for and purchase the whole or any part of the Pledged Shares Collateral so sold free from any such right or equity of redemption. The Lender Parent shall apply the proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Lender Parent in enforcing its rights under the Debenture or this Stock Pledge Agreement, and second to the payment of accrued and unpaid interest on the Debenture and third to the payment then of unpaid principal of the DebentureRecourse Note. Notwithstanding the foregoing, and the Pledgors (i) Pledgor shall continue to be personally liable for 25% of the entire unpaid principal amount plus 100% of any deficiency. All sales accrued but unpaid interest owing as of Pledged Shares the occurrence of such Event of Default (the "Specified Amount"), (ii) Parent shall be in have all the remedies of a pro rata basis amongst secured party under the Texas Uniform Commercial Code to satisfy the Specified Amount and (iii) nothing shall require Parent to exercise its rights with respect to the Pledged Shares owned by each Collateral prior to or simultaneously with any exercise of the Pledgors as set forth on Schedule I.its rights against Pledgor.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. In case an Event of Default the event that a default shall have occurred under the Note and be continuing, and after any applicable cure periods have lapsed, the Lender shall have in each case all of the remedies of a secured party under the Nevada Uniform Commercial Code, and, without limiting the foregoing, shall have the right, in its sole discretion, to Company may sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged Shares, Interest or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, auction with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender shall give ten days' notice to the Pledgors of the time and place holding of any such sale pursuant shall be given to this Section 3)Pledgor of the Pledged Interest being sold, assigned and delivered not less than ten (10) days before such sale) for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on at such terms as the Lender shall, Company in its his sole discretion, discretion may determine, the Pledgors hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At any such sale the Lender Pledgor may bid for and purchase for its own account the whole or any part of the Pledged Shares Interest so sold free from any such right or to equity of redemption. The Lender shall apply the proceeds of any such sale first of all or any part of the Pledged Interest or any interest therein and any dividends, payments or other distributions received by the Company in respect to the Pledged Interest (not theretofore applied as herein provided), shall be applied by the Company, after deducting all costs and expenses of safekeeping, collection, sale and delivery, to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Lender in enforcing its rights under the Debenture or this Pledge Agreement, second to the payment of accrued and unpaid interest on the Debenture and third to the payment of unpaid principal reduction of the DebentureObligations unpaid and outstanding, in such manner, order and sequence as the Company, in his sole discretion, may deem appropriate, and the Pledgors shall continue to be liable for any deficiency. All sales of Pledged Shares excess, if any, shall be in a pro rata basis amongst held for the Pledged Shares owned by each benefit of Pledgor. Neither failure or delay on the part of the Pledgors Company to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as set forth on Schedule I.a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. In case If an Event of Default shall have has occurred and be is continuing, the Lender Pledgee shall have the right to exercise in each case all respect of the Collateral all the rights and remedies of available to a secured party under the Nevada Uniform Commercial CodeCode in effect at the time in The Commonwealth of Massachusetts. To the maximum extent permitted by applicable law, and, without limiting the foregoing, shall have Pledgee may (after only such notice to the right, in its sole discretion, to Pledgor as may be required by applicable law) sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged SharesCollateral, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender shall give ten days' notice to the Pledgors of the time and place of any sale pursuant to this Section 3)otherwise, for cash, on credit or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender shall, in its sole discretion, determine, the Pledgors Pledgor hereby waiving and releasing (to the maximum extent permitted by applicable law) any and all right or equity of redemption whether before or after sale hereunder. At ; at any such sale the Lender Pledgee may bid for and purchase the whole or any part portion of the Pledged Shares so sold free from Collateral and may make payment therefor by any such right or equity of redemptionmeans. The Lender Pledgee shall apply the cash proceeds of actually received by it from any such sale first or other disposition, together with any other moneys at the time held by it hereunder, to the payment reasonable expenses of all costs retaking, holding, preparing for sale, selling and expensesthe like, including to reasonable attorneys' fees, brokers' fees and all other reasonable expenses which may be incurred by the Lender Pledgee in collecting sums due under the 1994 Note, the 1995 Note, the Ohio Term Note, any Additional Term Note and/or any of the other Loan Documents or in enforcing its rights under the Debenture or this Pledge Agreement, second ; and then to the payment Secured Obligations; and any amount remaining in excess of accrued the sum of (i) such expenses and unpaid interest (ii) the Secured Obligations shall be paid to the Pledgor. The Pledgee shall not be required to resort to or marsxxxx xxx present or future security for, or guaranties of, the obligations secured hereby, or to resort to any such security or guaranties in any particular order. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and may be exercised concurrently or separately. Neither failure nor delay on the Debenture Pledgee's part to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other further exercise thereof or the exercise of any other right, remedy, power or privilege. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, but may be compelled to resort to one or more private sales thereof 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 third not with a view to the payment distribution or resale thereof. The Pledgor agrees that any such private sales may be at prices and on other terms less favorable to the seller than if sold at public sales and that such private sales shall not be deemed to have been made in a commercially unreasonable manner on account of unpaid principal their private character. The Pledgee shall have no duty or liability to preserve rights pertaining to any Collateral, except the exercise of reasonable care to (i) assure the safekeeping of Possessory Collateral, (ii) segregate the Possessory Collateral from the assets of the DebenturePledgee, (iii) cause the security interest of the Pledgee in the Collateral to be noted in accordance with customary securities industry standards and practices, and (iv) maintain accurate books and accounts with respect to the Pledgors shall continue to be liable for any deficiency. All sales Collateral, including identification of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares such Collateral as being owned by each of the Pledgors as set forth on Schedule I.Pledgor.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. 3.1. In case an Event of Default shall have occurred and be continuing, the Lender Pledgee shall have the right to exercise in each case all respect of the Collateral all the rights and remedies of available to a secured party under the Nevada Uniform Commercial CodeCode in effect at the time in The Commonwealth of Massachusetts and may also exercise all other rights and remedies permitted under the laws of The Commonwealth of Massachusetts or any other applicable jurisdiction. After the occurrence and during the continuance of an Event of Default, andthe Pledgee may, without limiting upon ten (10) days' notice in writing to the foregoingPledgor (the Pledgor agreeing that such notice shall be deemed to meet any requirement for reasonable notice), shall have the right, in its sole discretion, to sell, resell, assign and deliver all the whole or, from time to time, any part of the Pledged SharesCollateral, or any interest in or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or without demand of performance or other demand, advertisement or notice of the time or place of sale or adjournment thereof or otherwise (except that the Lender shall give ten days' notice to the Pledgors of the time and place of any sale pursuant to this Section 3)otherwise, for cash, on credit cash or for other property, for immediate or future delivery, and for such price or prices and on such terms as the Lender shall, Pledgee in its sole discretion, uncontrolled discretion may determine, the Pledgors Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder. At ; at any such sale the Lender Pledgee may bid for and purchase the whole or any part portion of the Pledged Shares so sold free from Collateral and may make payment therefor by any such right or equity of redemptionmeans. The Lender Pledgee shall apply the cash proceeds of actually received by it from any such sale first or other disposition, together with any other moneys at the time held by it hereunder, to the payment reasonable expenses of all costs retaking, holding, preparing for sale, selling and expensesthe like, including to reasonable attorneys' fees, and all reasonable legal expenses, travel and other expenses which may be incurred by the Lender Pledgee in enforcing its rights under collecting or attempting to collect any of the Debenture Obligations or to enforce this Pledge Agreement, second Agreement or in the prosecution or defense of any action or proceeding related to the payment subject matter of accrued this Agreement; and then to such sums in such order as to principal or interest remaining unpaid interest on as the Debenture Pledgee in its sole discretion may reasonably determine, and third any surplus shall be paid to the payment of unpaid principal of the Debenture, Pledgor and the Pledgors Pledgor shall continue to be remain liable for any deficiency. All sales of Pledged Shares The Pledgee shall not be required to resort to or xxxxxxxx any present or future security for, or guaranties of, the obligations secured hereby (including, but not limited to, this Agreement and the Collateral pledged hereunder), or to resort to any such security or guaranties in any particular order. In realizing on the Collateral, the Pledgee shall not be required to give notice to, or join in any action, or otherwise proceed in any way against the Company or any other property now or hereafter pledged to the Pledgee by the Company, the Pledgor or any other Person. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and may be exercised concurrently or separately. Neither failure nor delay on the Pledgee's part to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other further exercise thereof or the exercise of any other right, remedy, power or privilege. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Act"), but may be compelled to resort to one or more private sales thereof 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 distribution or resale thereof. The Pledgor agrees that any such private sales may be at prices and on other terms less favorable to the seller than if sold at public sales and that such private sales shall not be deemed to have been made in a pro rata basis amongst commercially unreasonable manner solely because they were private sales. The Pledgee shall be under no obligation to delay a sale for the Pledged Shares owned by each period of time necessary to permit the issuer of the Pledgors as set forth on Schedule I.securities to register such securities for public sale under the Act, even if the issuer would agree to do so.