Common use of Rights on Default Clause in Contracts

Rights on Default. (a) If an Event of Default shall occur, the Purchaser may, subject to the rights of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser to be immediately due and payable; (ii) exercise the rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event of Default shall occurIn the event Tenant defaults under this Lease, the Purchaser may, subject in addition to the rights of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser to be immediately due and payable; (ii) exercise the rights and remedies accorded of Landlord outlined in Section 12, Landlord, at its option, may elect to recognize any sublease between Tenant and any subtenant, or any agreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, as a secured party under the UCC direct lease or agreement between Landlord and such subtenant or other law grantee, upon written notice to Tenant and such subtenant or other grantee, without releasing or affecting the liability of Tenant to Landlord under this Lease, and Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any instrument further documentation evidencing same) and such subtenant or document securing other grantee shall attorn to and recognize the obligations rights of Landlord under such sublease or other agreement, as the case may be. Notwithstanding Tenant's consent or acquiescence in the termination of this Lease and/or Tenant's voluntary surrender of the Company to Demised Premises (or any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Purchaser (including without limitation thereto the Demised Premises, and/or any right to take immediate use or possess the Demised Premises (or any portion thereof) by any subtenant or other grantee, terminated as of the date Landlord terminates this Lease and/or Tenant's right to possession of the Collateral); (iii) perform any warrantyDemised Premises, covenant or agreement which it being the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation intention of the Company parties that any leasehold estate or other interest in the Demised Premises shall be subject to the Purchaser or terms and conditions of this Lease, including all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement sublease or other instrument which secures any obligation of the Company to the Purchaseragreement. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Upon the occurrence of any Event of Default shall occurDefault, the Purchaser mayin addition to and without limiting any rights Lender may have under any agreement, subject document or instrument evidencing or representing any obligation of either Debtor to the rights Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser Obligations to be immediately due and payable; (ii) exercise , and the rights and remedies accorded of Lender with respect to a secured party under the Collateral shall be as set forth herein, in the UCC or other law or and as otherwise available under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted hereinapplicable law. (b) No course of dealing or delay in accelerating any obligation of Upon the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions occurrence of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, Lender may, without demand, advertising or notice, all of which each Debtor hereby waives (except as the Companysame may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon demand by the Purchasersuch terms as Lender, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement in its sole discretion, deems advisable. All requirements of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral under this section shall be met if such notice is given mailed, postage prepaid, to the applicable Debtor at its address set forth herein or such other address as such Debtor may have provided to Lender, in a Record, at least seven ten (710) days before the time of such sale or disposition. (f) The reasonable expenses . Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide the Debtors with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from either Debtor to Lender. Each Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, holdingrefurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the like incurred by Sale or other disposition or Collateral shall be applied to the Purchaser payment, in whatever order Lender may elect, of all Obligations of either Debtor. Lender shall return any excess jointly to the Debtors and all Debtors shall remain jointly and severally liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent either Debtor uses an advance under the Loan Documents to purchase Collateral, such Debtor’s repayment of such advance shall apply on a “first-in-first-out” basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order such Debtor purchased the Collateral. Upon request of Lender, each Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by the Company Lender. A Debtor’s failure to the Purchaser take possession of any Collateral at any time and place reasonably specified by Lender in a Record to such Debtor shall include, but constitute an abandonment of such Property. (c) Lender shall not be limited toresponsible to either Debtor for loss or damage resulting from Lender’s failure to enforce or collect any Collateral or any monies due or to become due under any liability of either Debtor to Lender. (d) In all events, reasonable fees each Debtor shall receive as the sole property of attorneys Lender and legal expenses incurred by hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called “Items of Payment”) representing the Purchaser and proceeds of any Collateral. (e) Upon the payment thereof occurrence of an Event of Default, Lender may but shall be secured by this Section 11under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in Lender’s own or the applicable Debtor’s name, and apply any such collections against such obligations of such Debtor to Lender as Lender may select; (iii) take control of any cash or non-cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.

Rights on Default. (a) If an Event Tenant shall be in default of Default shall occur, the Purchaser may, subject to the rights any of the holders terms, conditions, covenants, agreements or provisions of Senior Indebtedness,: this Lease and shall fail to cure such default or defaults within twenty (i20) days after written notice thereof, or if the rent shall be in arrears for ten (10) days as to any Monthly Rent Installment and Tenant shall fail to pay in full the arrearages in rent within five (5) days after written notice thereof, then in either such circumstance this Lease shall immediately terminate at the sole option and election of Landlord without any notice to Tenant. If Tenant shall be adjudged bankrupt, either by voluntary or demand involuntary proceedings, or if a receiver, trustee or other representative for creditors be appointed, or if Tenant shall make a general assignment for the benefit of creditors, then this Lease shall immediately terminate at the sole option and election of Landlord upon notice of such election being given to Tenant or to such trustee, receiver, assignee or representative, as the Company declare all obligations case may be, within thirty (30) days after Landlord shall acquire knowledge of the Company happening of such event. Landlord shall, at any such time and in any of such events, and/or defaults in addition to and without thereby waiving any of Landlord’s other rights or remedies, have the Purchaser right to immediate and peaceable possession of the Leased Property without notice, and Landlord may lawfully enter into and upon the Leased Property or any part thereof in the name of the whole, and repossess the same, and expel Tenant and those claiming under and through Tenant and remove Tenant’s effects, without being deemed guilty of any manner of trespass upon entry as aforesaid, and this Lease shall terminate and wholly expire, and Tenant covenants that in case of such termination, Tenant will indemnify Landlord against all loss of rent Landlord may incur by reason of such termination during the residue of the term above specified. The failure of Landlord to exercise any of it s rights or remedies under this Lease upon any default by Tenant shall not be immediately due deemed a waiver of any such default nor of any of the provisions of this Lease and payable; (ii) shall not preclude Landlord from the exercise the of any such rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Defaultsubsequent date whether for a previous or subsequent default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event of Default shall occurhave occurred and be continuing, the Purchaser may, subject Pledgee is hereby irrevocably authorized to cause the rights Pledged Shares to be transferred into its name or the name of its nominee on the books of the holders corporation issuing the same; provided, however, that all such Pledged Shares so transferred shall continue to be held and disposed of Senior Indebtedness,: (i) without notice or demand to by the Company declare all obligations Pledgee in accordance with this Agreement. The Pledgor agrees that any transfer of the Company Pledged Shares pursuant to the Purchaser to this paragraph shall not be immediately due and payable; (ii) exercise the rights and remedies accorded to deemed a secured party sale or disposition under the UCC or other law or under any instrument or document securing provisions of Article 9 of the Uniform Commercial Code nor an acceptance of such stock in satisfaction of the obligations of the Company Pledgor to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform Pledgee or any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted hereinportion thereof. (b) The Pledgee, upon compliance with any mandatory requirements of laws, but without further demand, attachment or notice of any kind, all of which are hereby expressly waived by the Pledgor, may sell the Pledged Shares, in whole at any time or in part from time to time, for cash, upon credit or for future delivery, at public sale or at any brokers’ board or exchange or at private sale, all at the option and in the complete discretion of the Pledgee. The Pledgee may be a purchaser at any such public or private sale and may apply the amount outstanding on obligations of the Pledgor to the Pledgee, plus interest accrued, towards the payment of the purchase price of the Pledged Shares. Any such sale shall be free from any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released by the Pledgor. (c) In case of any sale by the Pledgee of any of the Pledged Shares on credit or for future delivery, the Pledged Shares sold may be retained by the Pledgee until the sales price is paid by the purchaser, but the Pledgee shall incur no liability in case of failure of the purchaser to take up and pay for the Pledged Shares so sold. In case of any such failure, such Pledged Shares so sold may be again similarly sold. (d) After deducting all costs or expenses of every kind, including reasonable attorneys’ fees, the Pledgee shall apply the proceeds from the sale of the Pledged Shares towards payment of all outstanding obligations of the Pledgor to the Pledgee under the Note. Any proceeds remaining after the payment in full of all such obligations shall be paid by the Pledgee to the Pledgor or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (e) Except as otherwise expressly provided herein, after an Event of Default the Pledgee may deal with the Pledged Shares and the proceeds thereof in all respects as if the Pledged Shares and the proceeds thereof were its own property. (f) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing failure to take any other action with respect to any Event of Default shall affect the Pledgee’s right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the Pledgee’s rights of the Purchaser upon any other Event of Default. (cg) The Purchaser Pledgee may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently independent of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company Pledgor to the PurchaserPledgee. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (eh) The requirement of the UCC Uniform Commercial Code that the Purchaser Pledgee give the Company Pledgor reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event Tenant shall be in default of Default shall occur, the Purchaser may, subject to the rights any of the holders terms, conditions, covenants, agreements or provisions of Senior Indebtedness,: this Lease and shall fail to cure such default or defaults within twenty (i20) days after written notice thereof, or if the rent shall be in arrears for ten (10) days as to any Monthly Rent Installment and Tenant shall fail to pay in full the arrearages in rent within five (5) days after written notice thereof, then in either such circumstance this Lease shall immediately terminate at the sole option and election of Landlord without any notice to Tenant. If Tenant shall be adjudged bankrupt, either by voluntary or demand involuntary proceedings, or if a receiver, trustee or other representative for creditors be appointed, or if Tenant shall make a general assignment for the benefit of creditors, then this Lease shall immediately terminate at the sole option and election of Landlord upon notice of such election being given to Tenant or to such trustee, receiver, assignee or representative, as the Company declare all obligations case may be, within thirty (30) days after Landlord shall acquire knowledge of the Company happening of such event. Landlord shall, at any such time and in any of such events, and/or defaults in addition to the Purchaser to be immediately due and payable; (ii) exercise the without thereby waiving any of Landlord’s other rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto remedies, have the right to take immediate and peaceable possession of the Collateral); (iii) perform Leased Property without notice, and Landlord may lawfully enter into and upon the Leased Property or any warranty, covenant or agreement which part thereof in the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation name of the Company to whole, and repossess the Purchaser or same, and expel Tenant and those claiming under and through Tenant and remove Tenant’s effects, without being deemed guilty of any manner of trespass upon entry as aforesaid, and this Lease shall terminate and wholly expire, and Tenant covenants that in taking or failing to take any other action with respect to any Event case of Default shall affect such termination, Tenant will indemnify Landlord against all loss of rent Landlord may incur by reason of such termination during the right residue of the Purchaser term above specified. The failure of Landlord to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event under this Lease upon any default by Tenant shall not be deemed a waiver of Default concurrently with, or independently of, and without regard to, any such default nor of any of the provisions of any other security agreement or other instrument which secures any obligation of this Lease and shall not preclude Landlord from the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice exercise of any proposed sale such rights and remedies upon any subsequent date whether for a previous or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or dispositionsubsequent default. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event of Default occurs and is continuing, Administrative Agent, on behalf of Lenders, shall occurbe entitled to: (a) declare the unpaid balance of the Loans and this Agreement immediately due and payable, whether then due or thereafter arising; (b) modify the Purchaser mayterms and conditions upon which the Lenders may be willing to consider making Loans hereunder or immediately and automatically terminate any further obligations to make Loans under this Agreement; (c) require Borrower to, subject and ▇▇▇▇▇▇▇▇ hereby agrees that it will at its expense and upon request of Administrative Agent, assemble the Collateral or any part thereof, as directed by Administrative Agent and make it available to Administrative Agent at a place and time to be designated by Administrative Agent, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent deems commercially reasonable; (d) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Administrative Agent and its agents and any purchasers at or after foreclosure are hereby granted a non-exclusive, irrevocable, perpetual (for so long as such Event of Default is continuing), fully paid, royalty-free license or other right, solely pursuant to the provisions of this Section 7.1, to use, without charge, Borrower’s Intellectual Property, including labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any Property of a similar nature, now or at any time hereafter owned or acquired by Borrower or in which Borrower now or at any time hereafter has any rights; provided that such license shall only be exercisable in connection with the holders disposition of Senior Indebtedness,:Collateral upon Administrative Agent’s exercise of its remedies hereunder; (e) without notice except as specified below, sell, resell, assign and deliver or grant a license to use or otherwise dispose of the Collateral or any part thereof, in one or more parcels at public or private sale, at any place designated by Administrative Agent; (f) occupy any premises owned or leased by Borrower where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Borrower in respect of such occupation; (g) commence and prosecute any bankruptcy, insolvency or other similar proceeding or consent to Borrower commencing any bankruptcy, insolvency or other similar proceeding; (h) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Account Control Agreement or similar agreements providing control of any Collateral; (i) exercise any and all rights and remedies of Borrower under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (A) any and all rights of Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the accounts receivables and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to any Deposit Accounts, (C) exercise all other rights and remedies with respect to the accounts receivables and the other Collateral, including without limitation, those set forth in Section 9-607 of the UCC and (D) exercise any and all voting, consensual and other rights with respect to any Collateral; and (j) exercise all rights and remedies available to Administrative Agent and Lenders under the Loan Documents or at law or equity, including all remedies provided under the UCC (including disposal of the Collateral pursuant to the terms thereof). ▇▇▇▇▇▇▇▇ agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to 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. At any sale of the Collateral, if permitted by applicable law, the Administrative Agent and Lenders may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, Borrower waives all claims, damages and demands it may acquire against the Administrative Agent and ▇▇▇▇▇▇▇ arising out of the exercise by it of any rights hereunder, except for claims based upon gross negligence or willful misconduct of the Administrative Agent or a Lender. Borrower hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. The Administrative Agent and Lenders shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action with regard thereto. The Administrative Agent and Lenders shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Administrative Agent and Lenders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent and Lenders shall not be obligated to clean-up or otherwise prepare the Collateral for sale. (k) all payments received by Borrower in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent and Lenders, shall be segregated from other funds of Borrower and shall be forthwith paid over the Administrative Agent, for the benefit of the Lenders, in the same form as so received (with any necessary endorsement); (l) the Administrative Agent may, without notice to Borrower except as required by law and at any time or from time to time, charge, set off and otherwise apply all or part of the Obligations against any funds deposited with it or held by it; (m) upon the written demand of the Administrative Agent, ▇▇▇▇▇▇▇▇ shall execute and deliver to the Company declare Administrative Agent a collateral assignment or assignments of any or all obligations of Borrower’s Intellectual Property and such other documents and take such other actions as are necessary or appropriate to carry out the intent and purposes hereof; (n) if Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Administrative Agent may do any or all of the Company following: (a) make payment of the same or any part thereof; or (b) obtain and maintain insurance policies of the type discussed in Section 4.2(q) of this Agreement, and take any action with respect to the Purchaser to such policies as Administrative Agent deems prudent. Any amounts paid or deposited by Administrative Agent shall constitute Administrative Agent’s Expenses, shall be immediately due and payable; (ii) exercise , shall bear interest at the rights Default Rate and remedies accorded to a shall be secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of by the Collateral); (iii) perform any warranty, covenant . Any payments made by Administrative Agent shall not constitute an agreement by Administrative Agent to make similar payments in the future or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course a waiver by Administrative Agent of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default under this Agreement. Borrower shall affect pay all reasonable and documented fees and expenses, including Administrative Agent’s Expenses, incurred by Administrative Agent in the right enforcement or attempt to enforce any of the Purchaser to take such action at a later timeObligations hereunder not performed when due; (o) Lenders’ rights and remedies under this Agreement and the Loan Documents. Lenders shall have all other rights and remedies not inconsistent herewith as provided under the UCC, by law, or in equity. No exercise by Administrative Agent or any Lender of one right or remedy shall be deemed an election, and no waiver as to by Administrative Agent or any one Lender of any Event of Default on Borrower’s part shall affect be deemed a continuing waiver. No delay by Administrative Agent or any Lender shall constitute a waiver, election, or acquiescence by it. The Obligations of Borrower to any Lender may be enforced against Borrower in accordance with the rights terms of this Agreement and the other Loan Documents and, to the fullest extent permitted by applicable law, it shall not be necessary for any other party to be joined as an additional party in any proceeding to enforce such Obligations; (p) the proceeds and/or avails of the Purchaser upon Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other Event amounts of Default. (c) The Purchaser may exercise any kind held by Administrative Agent, for the benefit of ▇▇▇▇▇▇▇, at the time of or all received by Administrative Agent after the occurrence of its rights or remedies after an Event of Default concurrently withhereunder) shall be paid to and applied as follows: First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or independently ofsuit, if any, and without regard to, of such sale and the provisions exercise of any other security agreement rights or other instrument which secures any obligation remedies, and of all proper fees, expenses, liability and advances, including reasonable and documented legal expenses and attorneys’ fees, incurred or made hereunder by Administrative Agent, including Administrative Agent’s Expenses; Second, to the payment to Administrative Agent, on behalf of the Company Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Sections 2.7, 2.8 or 2.9, if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Purchaser.Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then first, to the unpaid interest thereon ratably, second, to the amounts which would have otherwise come due under Sections 2.7, 2.8 or 2.9 ratably, if the Loans had been voluntarily prepaid, third, to the principal balance of the Loans ratably, and fourth, to the ratable payment of other amounts then payable to Lenders under any of the Loan Documents); and Third, to the payment of the surplus, if any, to Borrower, its successors and assigns or to the Person lawfully entitled to receive the same; (dq) After an Event Administrative Agent shall have proceeded to enforce any right under this Agreement or any other of Defaultthe Loan Documents by foreclosure, the Companysale, upon demand entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely, then and in every such case (unless otherwise ordered by the Purchasera court of competent jurisdiction), Administrative Agent shall assemble the Collateral at the Company's cost be restored to its former position and make it available rights hereunder with respect to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company Property subject to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by security interest created under this Section 11Agreement.

Rights on Default. (a) If an Event of Default occurs and is continuing, Administrative Agent, on behalf of Lenders, shall occurbe entitled to: (a) declare the unpaid balance of the Loans and this Agreement immediately due and payable, whether then due or thereafter arising; (b) modify the Purchaser mayterms and conditions upon which the Lenders may be willing to consider making Loans hereunder or immediately and automatically terminate any further obligations to make Loans under this Agreement; (c) require Borrower to, subject and ▇▇▇▇▇▇▇▇ hereby agrees that it will at its expense and upon request of Administrative Agent, assemble the Collateral or any part thereof, as directed by Administrative Agent and make it available to Administrative Agent at a place and time to be designated by Administrative Agent, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent deems commercially reasonable; (d) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Administrative Agent and its agents and any purchasers at or after foreclosure are hereby granted a non-exclusive, irrevocable, perpetual (for so long as such Event of Default is continuing), fully paid, royalty-free license or other right, solely pursuant to the provisions of this Section 7.1, to use, without charge, Borrower’s Intellectual Property, including labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any Property of a similar nature, now or at any time hereafter owned or acquired by Borrower or in which Borrower now or at any time hereafter has any rights; provided that such license shall only be exercisable in connection with the holders disposition of Senior Indebtedness,:Collateral upon Administrative Agent’s exercise of its remedies hereunder; (e) without notice except as specified below, sell, resell, assign and deliver or grant a license to use or otherwise dispose of the Collateral or any part thereof, in one or more parcels at public or private sale, at any place designated by Administrative Agent; (f) occupy any premises owned or leased by Borrower where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to Borrower in respect of such occupation; (g) commence and prosecute any bankruptcy, insolvency or other similar proceeding or consent to Borrower commencing any bankruptcy, insolvency or other similar proceeding; (h) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Account Control Agreement or similar agreements providing control of any Collateral; (i) exercise any and all rights and remedies of Borrower under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (A) any and all rights of Borrower to demand or otherwise require payment of any amount under, or performance of any provision of, the accounts receivables and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to any Deposit Accounts, (C) exercise all other rights and remedies with respect to the accounts receivables and the other Collateral, including without limitation, those set forth in Section 9-607 of the UCC and (D) exercise any and all voting, consensual and other rights with respect to any Collateral; and (j) exercise all rights and remedies available to Administrative Agent and Lenders under the Loan Documents or at law or equity, including all remedies provided under the UCC (including disposal of the Collateral pursuant to the terms thereof). ▇▇▇▇▇▇▇▇ agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to 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. At any sale of the Collateral, if permitted by applicable law, the Administrative Agent and Lenders may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, Borrower waives all claims, damages and demands it may acquire against the Administrative Agent and ▇▇▇▇▇▇▇ arising out of the exercise by it of any rights hereunder, except for claims based upon gross negligence or willful misconduct of the Administrative Agent or a Lender. Borrower hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. The Administrative Agent and Lenders shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action with regard thereto. The Administrative Agent and Lenders shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Administrative Agent and Lenders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent and Lenders shall not be obligated to clean-up or otherwise prepare the Collateral for sale. (k) all payments received by Borrower in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent and Lenders, shall be segregated from other funds of Borrower and shall be forthwith paid over the Administrative Agent, for the benefit of the Lenders, in the same form as so received (with any necessary endorsement); (l) the Administrative Agent may, without notice to Borrower except as required by law and at any time or from time to time, charge, set off and otherwise apply all or part of the Obligations against any funds deposited with it or held by it; (m) upon the written demand of the Administrative Agent, ▇▇▇▇▇▇▇▇ shall execute and deliver to the Company declare Administrative Agent a collateral assignment or assignments of any or all obligations of Borrower’s Intellectual Property and such other documents and take such other actions as are necessary or appropriate to carry out the intent and purposes hereof; (n) if Borrower fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Administrative Agent may do any or all of the Company following: (a) make payment of the same or any part thereof; or (b) obtain and maintain insurance policies of the type discussed in Section 4.2(q) of this Agreement, and take any action with respect to the Purchaser to such policies as Administrative Agent deems prudent. Any amounts paid or deposited by Administrative Agent shall constitute Administrative Agent’s Expenses, shall be immediately due and payable; (ii) exercise , shall bear interest at the rights Default Rate and remedies accorded to a shall be secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of by the Collateral); (iii) perform any warranty, covenant . Any payments made by Administrative Agent shall not constitute an agreement by Administrative Agent to make similar payments in the future or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course a waiver by Administrative Agent of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default under this Agreement. Borrower shall affect pay all reasonable and documented out-of-pocket fees and expenses, including Administrative Agent’s Expenses, incurred by Administrative Agent in the right enforcement or attempt to enforce any of the Purchaser to take such action at a later timeObligations hereunder not performed when due; (o) Lenders’ rights and remedies under this Agreement and the Loan Documents shall be cumulative. Lenders shall have all other rights and remedies not inconsistent herewith as provided under the UCC, by law, or in equity. No exercise by Administrative Agent or any Lender of one right or remedy shall be deemed an election, and no waiver as to by Administrative Agent or any one Lender of any Event of Default on Borrower’s part shall affect be deemed a continuing waiver. No delay by Administrative Agent or any Lender shall constitute a waiver, election, or acquiescence by it. The Obligations of Borrower to any Lender may be enforced against Borrower in accordance with the rights terms of this Agreement and the other Loan Documents and, to the fullest extent permitted by applicable law, it shall not be necessary for any other party to be joined as an additional party in any proceeding to enforce such Obligations; (p) the proceeds and/or avails of the Purchaser upon Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other Event amounts of Default. (c) The Purchaser may exercise any kind held by Administrative Agent, for the benefit of ▇▇▇▇▇▇▇, at the time of or all received by Administrative Agent after the occurrence of its rights or remedies after an Event of Default concurrently withhereunder) shall be paid to and applied as follows: First, to the payment of out-of-pocket costs and expenses, including all amounts expended to preserve the value of the Collateral, of foreclosure or independently ofsuit, if any, and without regard to, of such sale and the provisions exercise of any other security agreement rights or other instrument which secures any obligation remedies, and of all proper fees, expenses, liability and advances, including reasonable and documented out-of-pocket legal expenses and attorneys’ fees, incurred or made hereunder by Administrative Agent, including Administrative Agent’s Expenses; Second, to the payment to Administrative Agent, on behalf of the Company Lenders of the amount then owing or unpaid on the Loans for any accrued and unpaid interest, the amounts which would have otherwise come due under Sections 2.7, 2.8 or 2.9, if the Loans had been voluntarily prepaid, the principal balance of the Loans, and all other Obligations with respect to the Purchaser.Loans (provided, however, if such proceeds shall be insufficient to pay in full the whole amount so due, owing or unpaid upon the Loans, then first, to the unpaid interest thereon ratably, second, to the amounts which would have otherwise come due under Section 2.7, 2.8, or 2.9 ratably, if the Loans had been voluntarily prepaid, third, to the principal balance of the Loans ratably, and fourth, to the ratable payment of other amounts then payable to Lenders under any of the Loan Documents); and Third, to the payment of the surplus, if any, to Borrower, its successors and assigns or to the Person lawfully entitled to receive the same; (dq) After an Event Administrative Agent shall have proceeded to enforce any right under this Agreement or any other of Defaultthe Loan Documents by foreclosure, the Companysale, upon demand entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely, then and in every such case (unless otherwise ordered by the Purchasera court of competent jurisdiction), Administrative Agent shall assemble the Collateral at the Company's cost be restored to its former position and make it available rights hereunder with respect to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company Property subject to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by security interest created under this Section 11Agreement.

Rights on Default. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, upon the occurrence of an Event of Default, Lender shall promptly notify each institution at which any Account, the Approved Operating Account, and the Approved FF&E Account has been established, in writing of such Event of Default and, without notice from Lender or any such institution to Borrower or Operating Lessee, (a) If an Event Borrower and Operating Lessee shall have no rights in respect of Default shall occur(including, without limitation, the Purchaser mayright to instruct any such institution to transfer from) the Accounts, the Approved Operating Account, or the Approved FF&E Account, except that Approved Manager shall be permitted to make withdrawals from the Approved Operating Account and the Approved FF&E Account in accordance with the terms of the Approved Management Agreement, subject to the rights terms of the holders Assignment of Senior Indebtedness,: Management Agreement, (ib) without notice or demand Lender may direct any such institution to liquidate and transfer any amounts then invested in Permitted Investments to the Company declare all obligations Accounts or reinvest such amounts in other Permitted Investments as Lender may determine is necessary to perfect or protect any security interest granted or purported to be granted hereby or pursuant to the other Loan Documents, or to such Eligible Institution, as agent for Lender, or Lender, to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, the Approved Operating Account, or the Approved FF&E Account, except that Approved Manager shall be permitted to make withdrawals from the Approved Operating Account and the Approved FF&E Account in accordance with the terms of the Company Approved Management Agreement, subject to the Purchaser terms of the Assignment of Management Agreement (c) Lender shall have all rights and remedies with respect to be immediately due Account Collateral, the Approved FF&E Account as described in this Agreement and payable; (ii) exercise in the Security Instrument, in addition to all of the rights and remedies accorded available to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of DefaultLender may apply the Account Collateral, and the Company, upon demand by funds in the Purchaser, shall assemble the Collateral at the Company's cost and make it available Approved FF&E Account to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement payment of the UCC that Debt, in such order, manner, amounts, times and priority as Lender in its sole discretion determines (including to the Purchaser give the Company reasonable notice of any proposed sale or disposition payment of the Collateral items for which the Reserve Funds or the Excess Cash Reserve Funds were established, if Lender so elects in its sole discretion), and such reserved rights shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling in addition to all other rights and remedies provided to Lender under this Agreement and the like incurred by the Purchaser other Loan Documents, except that Approved Manager shall be paid by permitted to make withdrawals from the Company Approved Operating Account and the Approved FF&E Account in accordance with the terms of the Approved Management Agreement, subject to the Purchaser and shall include, but not be limited to, reasonable fees terms of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11Assignment of Management Agreement.

Rights on Default. (a) If an Upon the occurrence of any Event of Default shall occurDefault, and after giving effect to any applicable grace period, in addition to and without limiting any rights the Lender may have under any agreement, document or instrument evidencing or representing any obligation of Debtor to the Lender or executed in connection with any such obligation, the Purchaser may, subject Lender is hereby authorized to the rights declare any or all of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser Obligations to be immediately due and payable; (ii) exercise , and the rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action Lender with respect to any Event of Default the Collateral shall affect be as set forth herein, in the right of the Purchaser to take such action at a later timeUCC and as otherwise available under applicable law. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any Lender may, without demand, advertising or notice, all of its rights or remedies after an Event of Default concurrently withwhich Debtor hereby waives (except as the same may be required by law), or independently sell, lease, license, dispose of, deliver and without regard togrant options to a third party to purchase, the provisions lease or otherwise dispose of any other security agreement and all Collateral held by it or for its account at any time or times in one or more public or private sales or other instrument which secures any obligation dispositions, for cash, on credit or otherwise, as such prices and upon such terms as the Lender, in its sole discretion, deems advisable. Without requiring notice to Debtor, all requirements of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral under this section shall be met if such notice is given mailed, postage prepaid, to Debtor at its address set forth herein or such other address as Debtor may have provided to the Lender, in a Record, at least seven ten (710) days before the time of such sale or disposition. (f) . The reasonable expenses Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that the Lender shall provide Debtor with written notice of the time and place of such postponed or adjourned sale. The Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from Debtor to the Lender. Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, holdingrefurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the reasonable fees and the like incurred disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by the Purchaser Lender. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order the Lender may elect, of all Obligations of Debtor. The Lender shall return any excess to Debtor and Debtor shall remain liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent Debtor uses an advance under the Loan Documents to purchase Collateral, Debtor's repayment of such advance shall apply on a "first-in-first-out" basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral. Upon request of the Lender, Debtor will assemble and make the Collateral available to the Lender, at a reasonable place and time designated by the Company Lender. Debtor's failure to take possession of any Collateral at any time and place reasonably specified by the Lender in a Record to the Purchaser and Debtor shall include, but constitute an abandonment of such Property. The Lender shall not be limited toresponsible to Debtor for loss or damage resulting from the Lender's failure to enforce or collect any Collateral or any monies due or to become due under any liability of Debtor to the Lender. After an Event of Default, reasonable fees Debtor (i) will make no change in any Receivable or General Intangible, and (ii) shall receive as the sole property of attorneys the Lender and legal expenses incurred by hold in trust for the Purchaser Lender all monies, checks, notes, drafts, and other property (collectively called "items of payment") representing the payment thereof proceeds of any Collateral. During the existence of an Event of Default, the Lender may but shall be secured by this Section 11under no obligation to: (a) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to the Lender; (b) collect any Receivables or General Intangibles in its or Debtor's name, and apply any such collections against such obligations of Debtor to the Lender as the Lender may select; (c) take control of any cash or non-cash proceeds of any item of the Collateral; (d) compromise, extend or renew any Receivables, General Intangible, or Document, or deal with the same as it may deem advisable; and (e) make exchanges, substitutions or surrender of items comprising the Collateral.

Rights on Default. (a) If an Event Tenant makes any default in respect to Tenant’s covenants to pay Minimum Rent or taxes; or (b) if Tenant defaults in any other of Default shall occurTenant’s obligations under the Lease, the Purchaser may, subject and if Tenant fails to the rights cure such default within 30 days after written notice of the holders existence of Senior Indebtedness,such default has been given Tenant by the Landlord (time being of the essence of this Article); or (c) if Tenant shall abandon or vacate or fail to operate its business at the Premises before the end of the Term, or (d) if Tenant shall refuse to sign an estoppel certificate or letter, sign a subordination agreement or provide other documentation required by Landlord within 20 days after request therefor; or (e) in the event: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser to be immediately due and payableTenant is adjudicated a bankrupt; (ii) exercise A Receiver or Trustee is appointed for Tenant’s property, and the rights and remedies accorded to a secured party under the UCC appointment of such Receiver is not set aside in 30 days, or other law Tenant requests or under any instrument or document securing the obligations of the Company consents to the Purchaser (including without limitation thereto the right to take immediate possession appointment of the Collateral)a Receiver; (iii) perform any warranty, covenant or agreement which A trustee in reorganization is appointed for Tenant’s property and the Company has failed to perform under this Agreement; andappointment of such Trustee is not set aside within 30 days; (iv) take Tenant files a voluntary petition for reorganization or arrangement, or in bankruptcy; (v) Tenant files an answer admitting bankruptcy or agreeing to a reorganization or arrangement; (vi) Tenant makes an assignment for the benefit of its creditors; or (vii) Tenant permits the leasehold interest of Tenant hereunder to be sold pursuant to execution; or (f) in the event the Premises shall come into the possession of any Trustee or Receiver, in bankruptcy or otherwise (a failure to cure a default under subparagraphs (a)-(f) of this Article or any other action provision of this Lease within the time therein set forth is hereinafter referred to as an “uncured default”) then, and in any such event, Tenant shall be deemed to be in default and, Landlord, besides any other rights or remedies it may have by law or otherwise, shall conclusively be deemed to be the owner of a shopping center for all purposes under the Bankruptcy Code and, in addition, shall without any requirement of prior notice have the immediate right of re-entry and may remove all persons and property from the Premises without court order or approval. Such property may be removed and stored at the cost of and for the account of Tenant. Should Landlord elect to re-enter as herein provided, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may either terminate this Lease or may, from time to time, without terminating this Lease, relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) and at such rent or rents and upon such other terms and conditions as Landlord in the exercise of Landlord’s sole discretion may deem advisable with the right to make alterations and repairs to the Premises. Upon each such reletting (a) Tenant shall be immediately liable to pay to Landlord, in addition to any indebtedness other than rent due hereunder, the cost and expense of such reletting (including reasonable attorneys’ fees) and of such alterations and repairs incurred by Landlord, and the amount if any, by which the Purchaser deems necessary rent reserved in this Lease for the period of such reletting (up to but not beyond the Term) exceeds the amount agreed to be paid as Minimum Rent for the Premises for such period of such reletting; or desirable to protect the Collateral or the security interests granted herein. (b) No course at the option of dealing Landlord rents received by Landlord from such reletting shall be applied first to the payment of any indebtedness other than Minimum Rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting (including reasonable attorneys’ fees) and of such alterations and repairs; third, to the payment of Minimum Rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Minimum Rent as the same may become due and payable hereunder. Should Landlord at any time terminate this Lease for an uncured default, in addition to any other remedy Landlord may have, Tenant shall be liable for (a) all Minimum Rent, additional rent or delay damages due or sustained prior to such termination, the costs and expenses of reletting the Premises (including costs and expenses of alterations and repairs incurred by Landlord), and all reasonable costs, attorneys’ fees and expenses incurred by Landlord in accelerating any obligation pursuit of its remedies hereunder or in renting the Premises to others from time to time (all such Minimum Rent, additional rent, damages, costs, attorneys’ fees and expenses, with compounded interest thereon until date of payment, being herein referred to as “Termination Damages”); and Tenant shall be liable for (b) additional damages (the “Liquidated Damages”) which, at the election of Landlord, shall be either (i) an amount equal to the Minimum Rent which, but for termination of this Lease would have become due during the remainder of the Company Term, less the amount of Minimum Rent, if any, which Landlord shall receive during such period from others to whom the Premises may be rented (other than any additional rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord); or (ii) an amount equal to the Purchaser present worth (as of the date of such termination) of Minimum Rent and additional rent which, but for termination of this Lease, would have become due during the remainder of the Term, less the fair rent value of the Premises, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand and shall bear compounded interest at the lesser of the rate of twelve percent (12%) per annum or the highest rate of interest recoverable in taking the State (hereinafter the “Default Rate”) until paid. For purposes of this clause, “present worth” shall be computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank nearest the Premises. Termination Damages and Liquidated Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease. If this Lease is terminated pursuant to this Article, Landlord may relet the Premises or failing any part thereof, alone or together with other premises, for such term or terms (which may be greater or less than the period which otherwise would have constituted the balance of the Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Premises) as Landlord, in its sole discretion, may determine. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished by reason of, any failure by Landlord to relet the Premises or any failure by Landlord to collect any rent due upon such reletting. If such termination shall take place after the expiration of two or more full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to the average additional rent (other than additional rent received by Landlord as a result of any other action failure of Tenant to perform any of its obligations under this Lease) payable with respect to the full Lease Year immediately preceding the Lease Year in which written notice of such termination was given. If such termination shall take place before the expiration of two full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to 12 times the average monthly payment of additional rent (other than additional rent received by Landlord as a result of any Event failure by Tenant to perform any of Default its obligations under this Lease) payable during the 12 full calendar months immediately preceding the month in which written notice of such termination was given. Landlord shall affect have the right of the Purchaser in Landlord’s sole discretion to take such action at apply any payments received by Landlord following a later time. No waiver as default by Tenant to any one Event indebtedness of Default Tenant under this Lease and no such payment shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions be deemed to constitute a cure of any other security agreement default under this Lease without Landlord’s prior written consent, which consent may be granted or other instrument which secures any obligation of the Company to the Purchaserwithheld by Landlord in Landlord’s sole discretion. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. If Borrower shall fail to meet any payment Obligation or otherwise breaches an Obligation (a) If each, an “Event of Default shall occurDefault”), the Purchaser mayLender shall have the following rights, subject to the rights of the holders of Senior Indebtedness,: (ia) without It may, by notice or demand to Borrower, declare the Company declare all obligations entire amount of the Company Obligations to the Purchaser to be due and payable immediately, and upon any such declaration said amount shall become and be immediately due and payable;. (iib) It shall have and may exercise the all rights and remedies accorded to of a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of DefaultUniform Commercial Code. (c) The Purchaser If any notification of intended disposition of the Collateral is required by law, such notification, if mailed, shall be deemed properly given if mailed at least three days before such disposition in the manner for giving notices hereunder. Any proceeds of any disposition of the Collateral may be applied by the Lender to the payment of expenses of the Lender in connection with the exercise any or all of its rights or remedies after an Event remedies, including reasonable fees and disbursements of Default concurrently with, or independently ofattorneys, and without regard to, any balance of such proceeds may be applied by the provisions of any other security agreement or other instrument which secures any obligation Lender to the payment of the Company to Obligations in accordance with the Purchaserterms of the Notes or in such other order of application as the Lender shall determine. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition It may take possession of the Collateral shall be met if such notice and for the purposes thereof enter the premises at which any Collateral is given located. Borrower acknowledges that the Lender may at least seven (7) days before the time their sole option exercise its rights of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling entry and possession under this and the like incurred by following Section without resort to judicial process. Notwithstanding the Purchaser shall be paid by foregoing, the Company Lender's rights to the Purchaser Collateral are subject to and subordinate to the Senior Indebtedness. Subject to the rights, if any, of the holders of Senior Indebtedness, nothing shall includeimpair, but not be limited to, reasonable fees of attorneys and legal expenses incurred by as between the Purchaser Borrower and the payment thereof Lender, the obligation of the Borrower, subject to the terms and conditions hereof, to pay to the Lender the principal and interest owing to Lender as and when the same becomes due and payable, or shall be secured prevent the Lender, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by this Section 11applicable law.

Rights on Default. If Borrower shall fail to meet any payment Obligation or otherwise breaches an Obligation (each, an "Event of Default"), the Lender shall have the following rights: (a) It may, by notice to Borrower, declare the entire amount of the Obligations to be due and payable immediately, and upon any such declaration said amount shall become and be immediately due and payable. (b) It shall have and may exercise all rights and remedies of a secured party under the Uniform Commercial Code. (c) If an Event any notification of Default intended disposition of the Collateral is required by law, such notification, if mailed, shall occurbe deemed properly given if mailed at least three days before such disposition in the manner for giving notices hereunder. Any proceeds of any disposition of the Collateral may be applied by the Lender to the payment of expenses of the Lender in connection with the exercise of its rights or remedies, including reasonable fees and disbursements of attorneys, and any balance of such proceeds may be applied by the Lender to the payment of the Obligations in accordance with the terms of the Notes or in such other order of application as the Lender shall determine. (d) It may take possession of the Collateral and for the purposes thereof enter the premises at which any Collateral is located. Borrower acknowledges that the Lender may at their sole option exercise its rights of entry and possession under this and the following Section without resort to judicial process. Nothwithstanding the foregoing, the Purchaser may, Lender's rights to the Collateral are subject to and subordinate to the rights Senior Indebtedness. Subject to the rights, if any, of the holders of Senior Indebtedness,: (i) without notice or demand , nothing shall impair, as between the Borrower and the Lender, the obligation of the Borrower, subject to the Company declare all obligations of the Company terms and conditions hereof, to pay to the Purchaser Lender the principal and interest owing to be immediately Lender as and when the same becomes due and payable; (ii) exercise , or shall prevent the rights Lender, upon default hereunder, from exercising all rights, powers and remedies accorded to a secured party under the UCC otherwise provided herein or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted hereinby applicable law. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event of Default occurs, Administrative Agent, on behalf of ▇▇▇▇▇▇▇, shall occurbe entitled to: (a) declare the unpaid balance of the Loans and this Agreement immediately due and payable, whether then due or thereafter arising; (b) modify the Purchaser mayterms and conditions upon which the Lenders may be willing to consider making Loans hereunder or immediately and automatically terminate any further obligations to make Loans under this Agreement; (c) require any Loan Party to, subject and each Loan Party hereby agrees that it will at its expense and upon request of Administrative Agent, assemble the Collateral or any part thereof, as directed by Administrative Agent and make it available to Administrative Agent at a place and time to be designated by Administrative Agent, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent deems commercially reasonable; (d) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Administrative Agent and its agents and any purchasers at or after foreclosure are hereby granted a non-exclusive, irrevocable, perpetual, fully paid, royalty-free license or other right, solely pursuant to the provisions of this Section 7.1, to use, without charge, each Loan Party’s Intellectual Property, including labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any Property of a similar nature, now or at any time hereafter owned or acquired by any Loan Party or in which any Loan Party now or at any time hereafter has any rights; provided that such license shall only be exercisable in connection with the holders disposition of Senior Indebtedness,:Collateral upon Administrative Agent’s exercise of its remedies hereunder; (e) without notice except as specified below, sell, resell, assign and deliver or grant a license to use or otherwise dispose of the Collateral or any part thereof, in one or more parcels at public or private sale, at any place designated by Administrative Agent; (f) occupy any premises owned or leased by any Loan Party where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to any Loan Party in respect of such occupation; (g) commence and prosecute any bankruptcy, insolvency or other similar proceeding or consent to any Loan Party commencing any bankruptcy, insolvency or other similar proceeding; (h) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Account Control Agreement or similar agreements providing control of any Collateral; (i) exercise any and all rights and remedies of any Loan Party under or in connection with the Collateral, or otherwise in respect of the Collateral, including without limitation, (A) any and all rights of any Loan Party to demand or otherwise require payment of any amount under, or performance of any provision of, the accounts receivables and the other Collateral, (B) withdraw, or cause or direct the withdrawal, of all funds with respect to any Deposit Accounts and of all Bitcoin in the Bitcoin Securities Account, (C) exercise all other rights and remedies with respect to the accounts receivables and the other Collateral, including without limitation, those set forth in Section 9-607 of the UCC and (D) exercise any and all voting, consensual and other rights with respect to any Collateral; and (j) exercise all rights and remedies available to Administrative Agent and Lenders under the Loan Documents or at law or equity, including all remedies provided under the UCC (including disposal of the Collateral pursuant to the terms thereof). In addition to the foregoing, in the event the Administrative Agent receives written notice that the Bitcoin Securities Account or the Account Control Agreement for such Bitcoin Securities Account is to be terminated, the Administrative Agent may withdraw, or cause or direct the withdrawal of, all or any portion of the assets and property held in such Bitcoin Securities Account. Each Loan Party agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to 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. At any sale of the Collateral, if permitted by applicable law, the Administrative Agent and Lenders may be the purchaser, licensee, assignee or recipient of the Collateral or any part thereof and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold, assigned or licensed at such sale, to use and apply any of the Obligations as a credit on account of the purchase price of the Collateral or any part thereof payable at such sale. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent and ▇▇▇▇▇▇▇ arising out of the exercise by it of any rights hereunder. Each Loan Party hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. The Administrative Agent and Lenders shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action with regard thereto. The Administrative Agent and Lenders shall not be obligated to make any sale of the Collateral regardless of notice of sale having been given. The Administrative Agent and Lenders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefore, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent and Lenders shall not be obligated to clean-up or otherwise prepare the Collateral for sale. (k) all payments received by any Loan Party in respect of the Collateral shall be received in trust for the benefit of the Administrative Agent and Lenders, shall be segregated from other funds of the Loan Parties and shall be forthwith paid over the Administrative Agent, for the benefit of the Lenders, in the same form as so received (with any necessary endorsement); (l) the Administrative Agent may, without notice to any Loan Party except as required by law and at any time or from time to time, charge, set off and otherwise apply all or part of the Obligations against any funds deposited with it or held by it; (m) upon the written demand of the Administrative Agent, each Loan Party shall execute and deliver to the Company declare Administrative Agent a collateral assignment or assignments of any or all obligations of any Loan Party’s Intellectual Property and such other documents and take such other actions as are necessary or appropriate to carry out the intent and purposes hereof; (n) if any Loan Party fails to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Administrative Agent may do any or all of the Company following: (a) make payment of the same or any part thereof; or (b) obtain and maintain insurance policies of the type discussed in Section 4.2(q) of this Agreement, and take any action with respect to the Purchaser to such policies as Administrative Agent deems prudent. Any amounts paid or deposited by Administrative Agent shall constitute Administrative Agent’s Expenses, shall be immediately due and payable; (ii) exercise , shall bear interest at the rights Default Rate and remedies accorded to a shall be secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of by the Collateral); (iii) perform any warranty, covenant . Any payments made by Administrative Agent shall not constitute an agreement by Administrative Agent to make similar payments in the future or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course a waiver by Administrative Agent of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default under this Agreement. Each Loan Party shall affect pay all reasonable fees and expenses, including Administrative Agent’s Expenses, incurred by Administrative Agent in the right enforcement or attempt to enforce any of the Purchaser to take such action at a later timeObligations hereunder not performed when due; (o) Lenders’ rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Lenders shall have all other rights and remedies not inconsistent herewith as provided under the UCC, by law, or in equity. No exercise by Administrative Agent or any Lender of one right or remedy shall be deemed an election, and no waiver as to by Administrative Agent or any one Lender of any Event of Default on any Loan Party’s part shall affect be deemed a continuing waiver. No delay by Administrative Agent or any Lender shall constitute a waiver, election, or acquiescence by it. The Obligations of each Loan Party to any Lender may be enforced against such Loan Party in accordance with the rights terms of this Agreement and the other Loan Documents and, to the fullest extent permitted by applicable law, it shall not be necessary for any other party to be joined as an additional party in any proceeding to enforce such Obligations; (p) the proceeds and/or avails of the Purchaser upon Collateral, or any part thereof, and the proceeds and the avails of any remedy hereunder (as well as any other Event amounts of Default. (c) The Purchaser may exercise any kind held by Administrative Agent, for the benefit of ▇▇▇▇▇▇▇, at the time of or all received by Administrative Agent after the occurrence of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (dhereunder) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.applied as follows:

Rights on Default. (a) If Upon an occurrence of an Event of Default shall occur(as defined in the Note), the Purchaser mayAgent will have full power to sell, subject to the rights assign and deliver or otherwise dispose of the holders whole or any part of Senior Indebtedness,: the Collateral at any broker's exchange or elsewhere, at public or private sale, at the option of the Agent, and in a commercially reasonable manner, in order to satisfy any part of the obligations of Maker or Newco now existing or hereinafter arising under the Note or under this Pledge Agreement; provided, however, that (i) without at least ten (10) days’ notice or demand to the Company declare all obligations of the Company time and place of any such sale shall be given to the Purchaser to be immediately due Pledgor, and payable; (ii) exercise in the rights and remedies accorded to a secured party under case of any private sale, such notice shall also contain the UCC or other law or under any instrument or document securing the obligations terms of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect proposed sale and Pledgee shall sell the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company proposed to the Purchaser or in taking or failing to take any other action with respect be sold to any Event of Default shall affect the right of the Purchaser purchaser procured by Pledgor who is ready, willing and able to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently ofpurchase, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company who prior to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale tenders the purchase price of, such Collateral on terms more favorable to Pledgee than the terms contained in such notice; provided, further, the Pledgor acknowledges that the Pledgee may be unable to effect a public sale of all or disposition. (f) part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and may be compelled to resort to one or more private sales 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 acknowledges that any such private sale may be at prices and on terms less favorable to the seller than if sold at public sales and that private sales shall be deemed to be made in a commercially reasonable expenses of retaking, holding, preparing for manner notwithstanding that such a private sale may result in a lower sale price. On any such sale, selling the Pledgee or his assigns may purchase all or any part of the Collateral. Pledgor agrees at the request of the Agent, to cooperate with the Agent in connection with the disposition of any and all of the like incurred by Collateral and to execute and deliver any documents which the Purchaser Agent shall be paid by reasonably request to permit disposition of the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11Collateral.

Rights on Default. (a) If Upon the occurrence of any Default or an Event of Default shall occurDefault, the Purchaser mayand after giving effect to any applicable grace period, subject in addition to the and without limiting any rights Lender may have under any agreement, document or instrument evidencing or representing any obligation of Debtor to Lender or executed in connection with any such obligation, Lender is hereby authorized to declare any or all of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser Obligations to be immediately due and payable; (ii) exercise , and the rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action Lender with respect to the Collateral shall be as set forth herein, in the UCC and as otherwise available under applicable law. Lender may, without demand, advertising or notice, all of which Debtor hereby waives (except as the same may be required by law), sell, lease, license, dispose of, deliver and grant options to a third party to purchase, lease or otherwise dispose of any Event of Default shall affect the right and all Collateral held by it or for its account at any time or times in one or more public or private sales or other dispositions, for cash, on credit or otherwise, as such prices and upon such terms as Lender, in its sole discretion, deems advisable. Lender, in its sole discretion, is authorized to disclaim any and all warranties under ss.9-610(d) of the Purchaser UCC. Without requiring notice to take such action at a later time. No waiver as to any one Event Debtor, all requirements of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral under this section shall be met if such notice is given mailed, postage prepaid, to Debtor at its address set forth herein or such other address as Debtor may have provided to Lender, in a Record, at least seven ten (710) days before the time of such sale or disposition. (f) The reasonable expenses . Lender may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that Lender shall provide Debtor with written notice of the time and place of such postponed or adjourned sale. Lender may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from Debtor to Lender. Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, holdingrefurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by Lender. Proceeds from the like incurred by Sale or other disposition or Collateral shall be applied to the Purchaser payment, in whatever order Lender may elect, of all Obligations of Debtor. Lender shall return any excess to Debtor and Debtor shall remain liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent Debtor uses an advance under the Loan Documents to purchase Collateral, Debtor's repayment of such advance shall apply on a "first-in-first-out" basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral. Upon request of Lender, Debtor will assemble and make the Collateral available to Lender, at a reasonable place and time designated by the Company Lender. Debtor's failure to take possession of any Collateral at any time and place reasonably specified by Lender in a Record to the Purchaser and Debtor shall include, but constitute an abandonment of such Property. Lender shall not be limited toresponsible to Debtor for loss or damage resulting from Lender's failure to enforce or collect any Collateral or any monies due or to become due under any liability of Debtor to Lender. After a Default or an Event of Default, reasonable fees Debtor (i) will make no change in any Receivable or General Intangible, and (ii) shall receive as the sole property of attorneys Lender and legal expenses incurred by hold in trust for Lender all monies, checks, notes, drafts, and other property (collectively called "Items of Payment") representing the Purchaser and the payment thereof proceeds of any Collateral. After a Default or an Event of Default, Lender may but shall be secured by this Section 11under no obligation to: (i) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to Lender; (ii) collect any Receivables or General Intangibles in its or Debtor's name, and apply any such collections against such obligations of Debtor to Lender as Lender may select; (iii) take control of any cash or non?cash proceeds of any item of the Collateral; (iv) compromise, extend or renew any Receivables, General Intangible, or document, or deal with the same as it may deem advisable; and (v) make exchanges, substitutions or surrender of items comprising the Collateral.

Rights on Default. (a) If an Upon the occurrence of any Event of Default shall occurDefault, and after giving effect to any applicable grace period, in addition to and without limiting any rights the Trustee may have under any agreement, document or instrument evidencing or representing any obligation of Debtor to the Trustee or executed in connection with any such obligation, the Purchaser may, subject Trustee is hereby authorized to the rights declare any or all of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser Obligations to be immediately due and payable; (ii) exercise , and the rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warranty, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action Trustee with respect to any Event of Default the Collateral shall affect be as set forth herein, in the right of the Purchaser to take such action at a later timeUCC and as otherwise available under applicable law. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any Trustee may, without demand, advertising or notice, all of its rights or remedies after an Event of Default concurrently withwhich Debtor hereby waives (except as the same may be required by law), or independently sell, lease, license, dispose of, deliver and without regard togrant options to a third party to purchase, the provisions lease or otherwise dispose of any other security agreement and all Collateral held by it or for its account at any time or times in one or more public or private sales or other instrument which secures any obligation dispositions, for cash, on credit or otherwise, as such prices and upon such terms as the Trustee, in its sole discretion, deems advisable. Without requiring notice to Debtor, all requirements of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral under this section shall be met if such notice is given mailed, postage prepaid, to Debtor at its address set forth herein or such other address as Debtor may have provided to the Trustee, in a Record, at least seven ten (710) days before the time of such sale or disposition. (f) . The reasonable expenses Trustee may, if it deems it reasonable, postpone or adjourn any sale of any Collateral from time to time by an announcement at the time and place of the sale to be so postponed or adjourned without being required to give a new notice of sale, provided, however, that the Trustee shall provide Debtor with written notice of the time and place of such postponed or adjourned sale. The Trustee may be the purchaser at any such sale, and payment may be made, in whole or in part, in respect of such purchase price by the application of Obligations due from Debtor to the Trustee. Debtor shall be obligated for, and the proceeds of sale shall be applied first to, the costs of retaking, holdingrefurbishing, storing, guarding, insuring, preparing for sale, and selling the Collateral, including the fees and the like incurred disbursements of attorneys, auctioneers, appraisers, consultants and accountants employed by the Purchaser Trustee. Proceeds from the Sale or other disposition or Collateral shall be applied to the payment, in whatever order the Trustee may elect, of all Obligations of Debtor. The Trustee shall return any excess to Debtor and Debtor shall remain liable for any deficiency. Collateral securing purchase money security interests also secures non-purchase money security interests. To the extent Debtor uses an advance under the Secured Notes Documents to purchase Collateral, Debtor's repayment of such advance shall apply on a "first-in-first-out" basis so that the portion of the advance used to purchase a particular item of Collateral shall be paid in the chronological order the Debtor purchased the Collateral. Upon request of the Trustee, Debtor will assemble and make the Collateral available to the Trustee, at a reasonable place and time designated by the Company Trustee. Debtor's failure to take possession of any Collateral at any time and place reasonably specified by the Trustee in a Record to the Purchaser Debtor shall constitute an abandonment of such Property. Notwithstanding the foregoing, the Trustee shall not be required to take possession of the Collateral if and in the event the possession thereof would, in the reasonable judgment of the Trustee, require the Trustee to observe or comply with any federal or state law or regulation relating to the sale or distribution of alcoholic beverages. The Trustee shall includenot be responsible to Debtor for loss or damage resulting from the Trustee's failure to enforce or collect any Collateral or any monies due or to become due under any liability of Debtor to the Trustee. After an Event of Default, Debtor (i) will make no change in any Receivable and (ii) shall receive as the sole property of the Trustee and hold in trust for the Trustee all monies, checks, notes, drafts, and other property (collectively called "items of payment") representing the proceeds of any Collateral. After an Event of Default, the Trustee may but shall be under no obligation to: (a) notify all appropriate parties that the Collateral, or any part thereof, has been assigned to the Trustee; (b) collect any Receivables or General Intangibles in its or Debtor's name, and apply any such collections against such obligations of Debtor to the Trustee as the Trustee may select; (c) take control of any cash or non-cash proceeds of any item of the Collateral; (d) compromise, extend or renew any Receivables, General Intangible, or Document, or deal with the same as it may deem advisable; and (e) make exchanges, substitutions or surrender of items comprising the Collateral. To the full extent not otherwise provided herein, in performing its duties and discharging its obligations under this Agreement, the Trustee shall be entitled to all of the rights, protections and immunities accorded to it as Trustee under the Indenture, including but not be limited to, reasonable fees to the right of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11indemnification.

Rights on Default. (a) If an Event Upon the occurrence of Default shall occurany one or more of the events of default enumerated in the foregoing Section 7, and at any time thereafter, then: 8.1 The Lender may declare the Purchaser may, subject Note and any and all other indebtedness of the Borrower to the rights of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser Lender forthwith to be immediately due and payable; (ii) exercise , whether or not the rights indebtedness evidenced by the Note shall be otherwise due and remedies accorded to a secured party under payable and whether or not the UCC Lender shall have initiated any foreclosure or other law action for the enforcement of the Loan Documents, whereupon the Note and any other such indebtedness shall become forthwith due and payable, both as to principal and interest, without presentment, demand, protest or notice of any kind all of which are hereby expressly waived by the Borrower. 8.2 For the purposes of carrying out the provisions and exercising the rights, powers and privileges granted by this Section 8, the Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge and deliver any instruments and do and perform any acts which are referred to in this Section 8, in the name and on behalf of the Borrower. The power vested in said attorney-in- fact is, and shall be deemed to be, coupled with an interest and irrevocable. 8.3 Upon the occurrence of any of said events of default, the rights, powers and privileges provided in this Section 8 and all other remedies available to the Lender under this Agreement or under any instrument or document securing the obligations of the Company to Loan Documents or at law or in equity, may be exercised by the Purchaser (including without limitation thereto Lender, including, but not limited to, the commencement of foreclosure proceedings under the Mortgage, the right to take immediate possession cure Borrower's defaults as more fully set forth in the Mortgage or the commencement of an action seeking specific performance under any Loan Document, whether or not the Collateral); (iii) perform indebtedness evidenced and secured by the Loan Documents otherwise shall be due and payable, and whether or not the Lender shall have instituted any warranty, covenant foreclosure proceedings or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which for the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all enforcement of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of under any other security agreement or other instrument which secures any obligation of the Company to the PurchaserLoan Documents. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event of Default shall occur, In the Purchaser may, subject to the rights event Tenant defaults under this Lease after ------------------ notice and expiration of the holders of Senior Indebtedness,: (i) without notice or demand applicable cure period, in addition to the Company declare all obligations of the Company to the Purchaser to be immediately due and payable; (ii) exercise the rights and remedies accorded of Landlord outlined in Section 12, Landlord, at its option, may elect to recognize any sublease between Tenant and any subtenant, or any agreement by which Tenant has granted any leasehold estate or interest in the Demised Premises, as a secured party under the UCC direct lease or agreement between Landlord and such subtenant or other law grantee, upon written notice to Tenant and such subtenant or other grantee, without releasing or affecting the liability of Tenant to Landlord under this Lease, and Tenant shall be deemed to have assigned its interest in such sublease or other agreement to Landlord (without the need for executing any instrument further documentation evidencing same) and such subtenant or document securing other grantee shall attorn to and recognize the obligations rights of Landlord under such sublease or other agreement, as the case may be. Notwithstanding Tenant's consent or acquiescence in the termination of this Lease and/or Tenant's voluntary surrender of the Company to Demised Premises (or any portion thereof), Landlord may consider any sublease or other agreement transferring a leasehold estate or interest in the Purchaser (including without limitation thereto the Demised Premises, and/or any right to take immediate use or possess the Demised Premises (or any portion thereof) by any subtenant or other grantee, terminated as of the date Landlord terminates this Lease and/or Tenant's right to possession of the Collateral); (iii) perform any warrantyDemised Premises, covenant or agreement which it being the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation intention of the Company parties that any leasehold estate or other interest in the Demised Premises shall be subject to the Purchaser or terms and conditions of this Lease, including all rights and remedies of Landlord outlined herein, notwithstanding anything to the contrary contained in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement sublease or other instrument which secures any obligation of the Company to the Purchaseragreement. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If Upon the occurrence of an Event of Default Default: SVB shall occur, the Purchaser may, subject to the rights of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare have all obligations of the Company to the Purchaser to be immediately due and payable; (ii) exercise the rights and remedies accorded to available under contract or applicable law, which include those of a secured party under the UCC California Uniform Commercial Code, at law, or other law in equity. Under, or under any instrument or document securing in addition to, such remedies SVB shall have the obligations of the Company to the Purchaser (including without limitation thereto following rights: SVB shall have the right to take immediate possession of the Collateral); Collateral (iiiif not then in Bank's possession) perform any warranty, covenant with or agreement which without the Company has failed to perform under this Agreementappointment of a receiver; and (iv) take any other action which the Purchaser deems necessary SVB may collect or desirable to protect the Collateral or the security interests granted herein. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise enforce any or all of its rights the UBOC Loan Documents and any Supporting Obligations and any item of Collateral whether or remedies after an Event not SVB has foreclosed upon such assets; SVB may lease or license any item of Default concurrently withCollateral; SVB may sell and dispose of any item of Collateral, or independently ofany part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery, and without regard to, at such price or prices as SVB may deem satisfactory. SVB may be the provisions purchaser of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition all of the Collateral so sold at any public sale (or, if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Upon any such sale SVB shall have the right to deliver, assign, and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold absolutely, and free from any claim or right of whatsoever kind, including any equity or right of redemption of Pledgor, who or which, to the extent permitted by law, hereby specifically waives any now existing or hereafter acquired rights of redemption, stay or appraisal. SVB shall give Pledgor ten (10) days' written notice of its intention to make any such public or private sale or two (2) days written notice of a sale at a broker's board or on a securities exchange. Such notice, in case of a public sale, shall state the time and place fixed for such sale, and, in case of sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion thereof being so sold, will first be offered for sale at such board or exchange. Any such public sale shall be met if held at such time or times within ordinary business hours and at such place or places as SVB may fix in the notice is given of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as SVB may determine. SVB shall not be obligated to make any such sale pursuant to any such notice. SVB 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 least seven (7) days before the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by SVB until the selling price is paid by the purchaser thereof, but SVB shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. 121 SVB, instead of exercising the power of sale herein conferred upon it, or disposition. (f) in addition thereto may proceed by a suit or suits at law or in equity to foreclose the security interests herein granted and sell the Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Pledgor hereby agrees that any disposition of Collateral by way of a private placement or other method which, in the opinion of SVB, is required or advisable under federal and state securities laws is commercially reasonable. Application of Proceeds. The proceeds or collections or payments on any collateral shall be applied first to the reasonable expenses of retaking, holding, preparing for sale, discharging all liens, selling and the like incurred by the Purchaser shall be paid by the Company like, then to the Purchaser and shall include, but not be limited to, reasonable attorneys' fees of attorneys and legal expenses incurred by SVB, and then to the Purchaser and DCDC Obligations in such order as SVB may determine. Should the payment thereof net proceeds resulting from any such sale or disposition exceed the amount owing to SVB, SVB shall be secured by this Section 11pay such surplus to the person(s) legally entitled thereto.

Rights on Default. (a) If an Event of Default shall occur, the Purchaser may, subject to SBI has all the rights of the holders of Senior Indebtedness,: (i) without notice or demand to the Company declare all obligations a secured creditor under Article 9 of the Company to Uniform Commercial Code of the Purchaser State of New York. It may, without limitation, market, sell, cause to be immediately due sold, etc, in its sole discretion, at any exchange, broker’s board, public auction, private sale, or in other commercially reasonable manner, in any one or more sales, at such prices as the Agent may decide best, for cash, credit, or otherwise, all or part of the said Collateral. Such sale(s) shall be free from any claim, encumbrance, or right of New Pledgor. SBI may, in its own name, or the name of its designee, buy any part of the Collateral. New Pledgor shall be liable for all costs, disbursements, reasonable attorneys’ fees, Court costs, broker’s commissions, referee’s or auctioneer’s fees, advertisement expenses, and payable; any other costs, expenses, etc., in connection therewith. SBI shall have all rights available at law or in equity. These rights and remedies shall be cumulative, and may be exercised singularly or together with other rights and available remedies. New Pledgor appoints SBI, as its Attorney-in Fact, in the event of default, with full authority in the name of New Pledgor or its own name or otherwise, to take any action and to execute any instrument which SBI may deem necessary to accomplish the purposes of this Agreement. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT, DURING THE CONTINUATION OF AN EVENT OF DEFAULT, (i)TITLE TO ALL OF THE SAID SHARES SHALL VEST IN THE NAME OF SBI AS OWNER THEREOF, and (ii) exercise the rights and remedies accorded to a secured party under the UCC or other law or under any instrument or document securing the obligations of the Company to the Purchaser (including without limitation thereto the right to take immediate possession of the Collateral); (iii) perform any warrantyTHE COLLATERAL WILL BE TRANSFERRED TO SBI’S NAME AND SBI MAY EXERCISE ALL RIGHTS OF OWNERSHIP IN THE COLLATERAL, covenant or agreement which the Company has failed to perform under this Agreement; and (iv) take any other action which the Purchaser deems necessary or desirable to protect the Collateral or the security interests granted hereinINCLUDING, WITHOUT LIMITATION, THE RIGHT TO VOTE AND TO RECEIVE ALL DIVIDENDS AND OTHER DISTRIBUTIONS. (b) No course of dealing or delay in accelerating any obligation of the Company to the Purchaser or in taking or failing to take any other action with respect to any Event of Default shall affect the right of the Purchaser to take such action at a later time. No waiver as to any one Event of Default shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions of any other security agreement or other instrument which secures any obligation of the Company to the Purchaser. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.

Rights on Default. (a) If an Event Tenant makes any default in respect to Tenant's covenants to pay rent; or (b) if Tenant defaults in any other of Default shall occurTenant's obligations under the Lease, the Purchaser may, subject and if Tenant fails to the rights make good such default within fifteen (15) days after written notice of the holders existence of Senior Indebtedness,such default has been given Tenant by the Landlord (time being of the essence of this paragraph 1 of this Article); or (c) if Tenant shall abandon or vacate the Demised Premises before the end of the Demised Term, or (d) in the event: (i) without notice or demand to the Company declare all obligations of the Company to the Purchaser to be immediately due and payableTenant is adjudicated a bankrupt; (ii) exercise A Receiver or Trustee is appointed for Tenant's property, and the rights and remedies accorded to a secured party under the UCC appointment of such Receiver is not set aside in thirty (30) days, or other law Tenant requests or under any instrument or document securing the obligations of the Company consents to the Purchaser (including without limitation thereto the right to take immediate possession appointment of the Collateral)a Receiver; (iii) perform any warranty, covenant or agreement which A trustee in reorganization is appointed for Tenant's property and the Company has failed to perform under this Agreement; andappointment of such Trustee is not set aside within thirty (30) days; (iv) take Tenant files a voluntary petition for reorganization or arrangement, or in bankruptcy; (v) Tenant files an answer admitting bankruptcy or agreeing to a reorganization or arrangement; (vi) Tenant makes an assignment for the benefit of its creditors; or (vii) Tenant permits the leasehold interest of Tenant hereunder to be sold pursuant to execution; or (e) in the event the Demised Premises shall come into the possession of any Trustee or Receiver, in bankruptcy or otherwise, then, and in any such event Tenant shall be deemed to be in default and, Landlord, besides any other action rights or remedies it may have by law or otherwise, shall have the immediate right of re-entry and may remove all persons and property from the Demised Premises. Such property may be removed and stored at the cost of and for the account of Tenant. Should Landlord elect to re-enter as herein provided, or should Landlord take possession pursuant to legal proceedings or pursuant to any notice provided for by law, Landlord may either terminate this Lease or may, from time to time, without terminating this Lease, relet the Demised Premises or any part thereof for such term or terms (which may be for a term extending beyond the Demised Term) and at such rental or rentals and upon such other terms and conditions as Landlord in the exercise of Landlord's sole discretion may deem advisable with the right to make alterations and repairs to the Demised Premises. Upon each such reletting (a) Tenant shall be immediately liable to pay to Landlord, in addition to any indebtedness other than rent due hereunder, the cost and expense of such reletting (including reasonable attorneys' fees) and of such alterations and repairs incurred by Landlord, and the amount if any, by which the Purchaser deems necessary rent reserved in this lease for the period of such reletting (up to but not beyond the Demised Term) exceeds the amount agreed to be paid as rent for the Demised Premises for such period of such reletting; or desirable to protect the Collateral or the security interests granted herein. (b) No course at the option of dealing Landlord rents received by Landlord from such reletting shall be applied first, to the payment of any indebtedness, other than rent due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting (including reasonable attorneys' fees) and of such alterations and repairs; third, to the payment of rent due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. Should Landlord at any time terminate this Lease for any default, in addition to any other remedy Landlord may have, Tenant shall be liable for (a) all rent, additional rent or delay damages due or sustained prior to such termination, the costs and expenses of reletting the Demised Premises (including costs and expenses of alterations and repairs incurred by Landlord) and all reasonable costs, attorneys' fees and expenses incurred by Landlord in accelerating any obligation pursuit of its remedies hereunder or in renting the Demised Premises to others from time to time (all such rent, additional rent, damages, costs, attorneys' fees and expenses being herein referred to as "Termination Damages"); and Tenant shall be liable for (b) additional damages (the "Liquidated Damages") which, at the election of Landlord, shall be either (i) an amount equal to the rent which, but for termination of this Lease would have become due during the remainder of the Company Demised Term, less the amount of rent, if any, which Landlord shall receive during such period from others to whom the Demised Premises may be rented (other than any additional rent received by Landlord as a result of any failure of such other person to perform any of its obligations to Landlord); or (ii) an amount equal to the Purchaser present worth (as of the date of such termination) of rent and additional rent which, but for termination of this Lease, would have become due during the remainder of the Demised Term, less the fair rental value of the Demised Premises, as determined by an independent real estate appraiser named by Landlord, in which case such Liquidated Damages shall be payable to Landlord in one lump sum on demand and shall bear interest at the rate of 14% per annum (hereinafter "the Default Rate") until paid. For purposes of this clause, "present worth" shall be computed by discounting such amount to present worth at a discount rate equal to one percentage point above the discount rate then in effect at the Federal Reserve Bank nearest the Demised Premises. Termination Damages and Liquidation Damages shall be due and payable immediately upon demand by Landlord following any termination of this Lease. If this Lease is terminated pursuant to this Article, Landlord may relet the Demised Premises or any part thereof, alone or together with other premises, for such term or terms (which may be greater or less than the period which otherwise would have constituted the balance of the Demised Term) and on such terms and conditions (which may include concessions or free rent and alterations of the Demised Premises) as Landlord, in taking its sole discretion, may determine. Landlord shall not be liable for, nor shall Tenant's obligations hereunder be diminished by reason of, any failure by Landlord to relet the Demised Premises or failing any failure by Landlord to collect any rent due upon such reletting. If such termination shall take place after the expiration of two (2) or more full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to the average additional rent (other than additional rent received by Landlord as a result of any other action failure of Tenant to perform any of its obligations under this Lease) payable with respect to the full Lease Year immediately preceding the Lease Year in which written notice of such termination was given. If such termination shall take place before the expiration of two (2) full Lease Years, then, for purposes of computing the Liquidated Damages, the annual additional rent shall be conclusively presumed to be an amount equal to twelve (12) times the average monthly payment of additional rent (other than additional rent received by Landlord as a result of any Event failure by Tenant to perform any of Default its obligations under this Lease) payable during the twelve (12) full calendar months immediately preceding the month in which written notice of such termination was given. Landlord shall affect have the right of the Purchaser in Landlord's sole discretion to take such action at apply any payments received by Landlord following a later time. No waiver as default by Tenant to any one Event indebtedness of Default Tenant under this Lease and no such payment shall affect the rights of the Purchaser upon any other Event of Default. (c) The Purchaser may exercise any or all of its rights or remedies after an Event of Default concurrently with, or independently of, and without regard to, the provisions be deemed to constitute a cure of any other security agreement default under this Lease without Landlord's prior written consent, which consent may be granted or other instrument which secures any obligation of the Company to the Purchaserwithheld by Landlord in Landlord's sole discretion. (d) After an Event of Default, the Company, upon demand by the Purchaser, shall assemble the Collateral at the Company's cost and make it available to the Purchaser at a place to be reasonably designated by the Purchaser. (e) The requirement of the UCC that the Purchaser give the Company reasonable notice of any proposed sale or disposition of the Collateral shall be met if such notice is given at least seven (7) days before the time of such sale or disposition. (f) The reasonable expenses of retaking, holding, preparing for sale, selling and the like incurred by the Purchaser shall be paid by the Company to the Purchaser and shall include, but not be limited to, reasonable fees of attorneys and legal expenses incurred by the Purchaser and the payment thereof shall be secured by this Section 11.