Common use of Lenders Rights and Remedies Clause in Contracts

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of the CollateralBorrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. Upon an Event of Default, without notice by Lender to or demand by Lender of Borrower, all of Borrower's Liabilities shall be accelerated and shall be due and payable forthwith, and Lender may, in its sole and absolute discretion: (a) Upon the occurrence and continuation exercise any one or more of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower's books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. Interest shall be payable on all of Borrower's Liabilities hereunder from the Lender. The Lender may proceed to sell or otherwise dispose date of the Collateral at public or private sale for cash or credit; provided, however, that Event of Default until the Company shall be credited with proceeds earlier of such sale only when (i) the proceeds are actually date payment in full is received by Lender or (ii) a curable Event of Default has been cured, at one and one-half percent (11/2%) per month or the Lender. The Company agrees that, to the extent notice of sale shall be required highest rate permitted by law, whichever is less. All of Lender's rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies. Lender agrees to give notice of any sale to Borrower at least 10 days’ notice ten days prior to the Company at the time and place of any public sale or at least ten days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may if Lender deems it reasonable, postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation during the continuance of an Event of Default (as defined in the Note)Default, the without notice by Lender may exercise in respect to or demand by Lender of the CollateralBorrower, all of Borrower’s Liabilities shall be accelerated and shall be due and payable forthwith, and Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. Interest shall be payable on all of Borrower’s Liabilities hereunder from the Lender. The Lender may proceed to sell or otherwise dispose date of the Collateral at public or private sale for cash or credit; provided, however, that Event of Default until the Company shall be credited with proceeds of such sale only when the proceeds are actually date payment in full is received by Lender at two percent (2%) per month or the Lender. The Company agrees that, to the extent notice of sale shall be required highest rate permitted by law, whichever is less. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies. Lender agrees to give notice of any sale to Borrower at least 10 days’ notice ten days prior to the Company at the time and place of any public sale or at least ten days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may if Lender deems it reasonable, postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) 11.1. Upon the occurrence of, and continuation during the continuance of an Event of Default by Borrower under this Agreement, Lender may, at its election, without notice of its election and without demand upon Borrower or any guarantor, do any one or more of the following, all of which are authorized by Borrower: (as defined a) Declare any or all of the Obligations, whether evidenced by note(s), or otherwise, immediately due and payable; (b) Terminate this Agreement, but without affecting Lender’s rights and security interests in the NoteCollateral, and the Obligations; (c) Cease making advances to or for benefit of Borrower under the Credit Facility or reduce the Credit Facility; (d) Continue making advances to Borrower in such amounts as Lender may determine, in its sole discretion, without waiving any default by Borrower under this Agreement; (e) Proceed to collect the Accounts, and, in this regard, notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender, and receive, open and distribute all mail addressed to Borrower, retaining all mail relating to Collateral and forwarding all other mail to Borrower; (f) Exercise any and all of the rights accruing to a secured party under the Code and any other applicable law; (g) Require Borrower to assemble the Collateral, hold the same in trust for Lender’s account and, at Borrower’s expense, deliver the same to Lender or to a third party as Lender’s bailee at a place or places to be designated by Lender which is reasonably convenient to the parties, or store the same in a warehouse in Lender’s name and deliver to Lender documents of title representing said Collateral; (h) Enter, with or without process of law, and without further permission of Borrower, upon any premises where the Collateral is or believed by Lender to be located, using all necessary force to accomplish the same without committing a breach of the peace (Borrower hereby waiving all claims for damages or otherwise due to, arising from or connected with such entry and/or seizure), and: (i) take possession of said premises and of the Collateral located therein; (ii) place a custodian in exclusive control of said premises and of any of the Collateral located therein; (iii) remove from the premises the Collateral (and any of Borrower’s Books, materials and supplies) in any way relating to the Collateral or useful by Lender may exercise in respect enforcing its rights hereunder; (iv) remain upon said premises and use the same (together with said Borrower’s Books, materials and supplies) for the purpose of collecting the Collateral and/or preparing the Collateral for disposition and/or disposing of the Collateral, in addition ; (i) Make (without any obligation to do so) any payment and all other rights and remedies provided for herein take such action as Lender considers necessary or otherwise available reasonable to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell protect or preserve the Collateral or its security interest therein, including paying, purchasing, contesting or compromising any part thereof encumbrance, charge or lien which, in the opinion of Lender, interferes with the enforcement of its security interests or the liquidation or disposition of the Collateral; (j) Ship, reclaim, recover, store, finish, maintain, repair and prepare for sale all or any portion of the Collateral; (k) Sell at one or more parcels at public or private salesales, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell lease or otherwise dispose of the Collateral (regardless whether Lender has taken possession thereof or whether the Collateral is present at public any such sale or private sale disposition) in its then condition, or after further manufacturing, processing or preparation thereof (utilizing, in connection therewith, without charge or liability to Lender therefor, any of Borrower’s assets), by means of one or more contracts or transactions, for cash or crediton terms, in such manner and at such places (including Borrower’s premises) as, in the opinion of Lender, is commercially reasonable; (l) Seek temporary or permanent injunctive relief without the necessity of proving actual damages, as no remedy at law will provide adequate relief to Lender and, in this regard, the bond which Lender may be required to post shall be no more than $500.00; and (m) Require Borrower to pay all Lender’s Costs incurred in connection with Lender’s enforcement and exercise of any of its rights and remedies as herein provided, howeverwhether or not suit is commenced by Lender. 11.2. Any deficiency that exists after disposition of the Collateral as provided herein, that shall be due and payable by Borrower upon demand, with any excess to be paid by Lender to Borrower. 11.3. Lender shall give Borrower such notice of any private or public sale, lease or other disposition as may be required by the Company Code, unless notice has been waived after an Event of Default pursuant to the Code. 11.4. Lender shall have no obligation to clean up or otherwise prepare the Collateral for sale. Lender shall have no obligation to attempt to satisfy the Obligations by collecting them from any other Person liable for them, and Lender may release, modify or waive any of the Collateral provided by any other Person to secure any of the Obligations, all without affecting Lender’s rights against Borrower. Borrower waives any right it may have to require Lender to pursue any third Person for any of the Obligations. Lender has no obligation to marshal any assets in favor of Borrower, or against or in payment of the Obligations or any other obligation owed to Lender by Borrower or any other Person. Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 11.5. Lender may dispose of the Collateral without giving any warranties as to the Collateral. Lender may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. 11.6. If Lender sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Lender and applied to the indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, Lender may resell the Collateral and Borrower shall be credited with the proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by 11.7. In the event Lender as Collateral and all cash proceeds by Lender in respect of purchases any sale of, collection from, other realization upon all or any part of the Collateral maybeing sold, Lender may pay for the Collateral by crediting against the purchase price some or all of the Obligations. 11.8. Lender’s rights and remedies under this Agreement and all other agreements shall be cumulative and may be exercised simultaneously or successively, in the sole such order as Lender shall determine. In addition, Lender shall have all other rights and arbitrary discretion remedies not inconsistent herewith as provided by law or in equity. No exercise by Lender of the Lender, one right or remedy shall be held deemed an election, and no waiver by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the any default on Borrower’s part shall be deemed a continuing waiver. No delay by Lender shall elect. Any surplus of such cash constitute a waiver, election or cash proceeds held acquiescence by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusit. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect of the Collateralaccelerate all Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies of accruing to a secured party on default lender under applicable law, including, but not limited to, the UCC in effect at or other applicable law of the timerelevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default exists, Lender may, in its reasonable discretion, enforce Borrower’s rights against any Account Debtor, secondary obligor or other obligor in respect of any of the LenderAccounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default exists, Lender may, in its reasonable discretion, at such time or times (1) notify Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all Account Debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, all Accounts or other obligations included in the Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other obligors in respect thereof without affecting any Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default exists, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may reasonably require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give written notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default Default, Lender may at its election and without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: (a) Declare the obligations, whether evidenced by installment notes, demand notes or otherwise, immediately due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. (b) Terminate this Agreement as defined to any future liability or obligation of Lender, but without affecting the Obligations or Lender's rights and security interests in the Note)Collateral. (c) Without notice to or demand upon Borrower or any guarantor, make such payments and do such acts as Lender considers necessary or reasonable to protect its security interest in the Collateral. Borrower authorizes Lender may exercise in respect to enter the premises where the Collateral is located, take possession of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof of it, and to pay, purchase, contest or compromise any encumbrance, charge or lien which in one the opinion of Lender appears to be prior or more parcels superior to its security interest and to pay all expenses incurred in connection therewith. (d) Ship reclaim recover, store, finish, maintain and repair the collateral, and prepare the Collateral for sale. (e) Sell the Collateral at either a public or private sale, at any exchangeor both, broker’s board by way of one or at Lender’s principal office more contracts or elsewheretransactions, for cashcash or on terms, on credit or for future delivery, in such manner and at such price or prices and upon such other terms places (including Borrower's premises) as is commercially reasonable in the Lender may deem commercially reasonable. The Lender may require the Company to assemble opinion of Lender, the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell need not be present at any such sale. (f) Purchase all or otherwise dispose any portion of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjournedthereof. (bg) Any cash held by the Lender as Collateral and Require Borrower to take any or all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in following actions: pledge assemble and deliver the sole and arbitrary discretion of the Lender, shall be held by the Inventory to Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled a third party as Lender's bailee; or hold the same in trust for Lender's account; or store the same in a warehouse in Lender's name; or deliver to receive such surplus. (c) All provisions contained herein pertaining Lender documents of title representing said inventory; or evidence Lender's security interest in any other manner acceptable to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and shall have all other rights and remedies provided for herein or otherwise available to it under the Security Agreement, the other Loan Documents and applicable law, all law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Borrower agrees that such rights and remedies of a secured party on default under applicable law, includinginclude, but are not limited to, the UCC in effect at the time, and the right of Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed secured party to sell or otherwise dispose of its collateral after default pursuant to the Collateral UCC. Borrower agrees that Lender shall at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of all times have such sale only when the proceeds are actually received by the Lender. The Company agrees thatroyalty free licenses, to the extent notice of sale permitted by law and Borrower's existing contracts, for any Intellectual Property Collateral that shall be required by law, at least 10 days’ notice reasonably necessary to permit the Company at the time and place exercise of any public sale of Lender's rights or remedies upon or after the time occurrence and during the continuance of an Event of Default and shall additionally, effective upon or after which the occurrence and during the continuance of an Event of Default, have the right to license and/or sublicense any private sale is Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Lender in its discretion shall determine. In addition to be made shall constitute reasonable notification. The and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall not have the right but shall in no way be obligated to make bring suit, or to take such other action as Lender deems necessary or advisable, in the name of the Borrower or Lender, to enforce or protect any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement the Intellectual Property Collateral, in which event the Borrower shall, at the time request of Lender, do any and place fixed therefor all lawful acts and execute any and all documents required by Lender in aid of such saleenforcement. To the extent that Lender shall elect not to bring suit to enforce such Intellectual Property Collateral, without further noticeBorrower agrees to use all reasonable measures and its diligent efforts, may be made at whether by action, suit, proceeding or otherwise, to prevent the time infringement, misappropriation or violations thereof in any material respect by others and place for that purpose agrees diligently to which it was so adjournedmaintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) Any cash held by the Lender as Collateral and all The cash proceeds by Lender actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of any sale of, collection from, other realization upon all or any part the Intellectual Property Collateral the application of the Collateral may, in the sole and arbitrary discretion of the Lenderwhich is not otherwise provided for herein, shall be held by applied as provided in the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusSecurity Agreement. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), the without notice by Lender to, or demand by Lender of, Borrower, all of Borrower's Liabilities shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of the CollateralBorrower's Liabilities and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower's books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower's Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender's request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender's rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities (other than those arising under the Warrants or the Success Fee Agreement) shall be automatically accelerated and shall be due and payable forthwith and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of Borrower’s Liabilities (other than those arising under the CollateralWarrants or the Success Fee Agreement) and same shall be due and payable forthwith and/or Lender may terminate any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies of accruing to a secured party on default Lender under applicable law, including, but not limited to, the UCC in effect at or other applicable law of the timerelevant state or states or other applicable jurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all Account Debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the Account Debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any Account Debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon 13.1 The Lender in its absolute discretion shall decide the occurrence Security Margin of the Securities and continuation of an Event of Default (as defined the Lender’s decision in this regard shall be binding on the Note)Obligors. 13.2 Unless otherwise specified, the Lender may exercise in respect shall at all times, have absolute discretion to amend any of the Collateral, in addition to any and all other rights and remedies Loan terms under this Agreement. The Borrower will be provided for herein or otherwise available to it under applicable law, all the rights and remedies a written notice of a secured party on default under applicable law, including, but not limited to7 (seven) Working Days, the UCC in effect at Borrower of its intention to amend the timeterms of the Loan, if the same is not acceptable to Borrower, the Borrower may repay the Loans outstanding along with the interest, costs, fees and other monies due and payable under this Agreement without any prepayment charge or penalty. 13.3 Upon breach by the Obligor of any of the covenants herein, the Lender may also, without shall after giving a reasonable notice except (as specified more particularly set out in Clause 15(a) below, sell ) be entitled to exercise all its rights over the Collateral which shall include i) appropriation of the monies lying in the Bank Account towards the Borrower’s dues to the Lender under the Loan and ii) right to invoke the pledge, sell, dispose of or any part thereof transfer the Securities, wholly or in one or more parcels at public or private salepart, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, to such person(s) and on credit or for future delivery, such terms and at such price or prices and upon such other terms conditions as the Lender may in its sole discretion deem commercially reasonablefit and proper which sale, dispose of or transfer shall then conclusively bind the Borrower and such sale, disposal or transfer shall be at the cost of the Obligors. 13.4 The Borrower agrees and confirms that it is the Borrower’s responsibility to maintain sufficient Drawing Power at all times under this Agreement. The Lender may require Borrower further agree and confirm that in the Company event the Borrower fails to assemble the Collateral and deliver it to a place designated maintain sufficient Drawing Power as required by the LenderLender from time to time then the Lender shall be entitled to exercise all or any of its rights over the Security/Collateral as mentioned herein above. The In such an event the Lender may proceed shall be entitled to exercise such right forthwith after giving a 2 Working Days’ notice to the Obligors. Provided that the Lender shall be entitled to sell or otherwise dispose of the Securities/ Collateral at or any part thereof including by public auction or private sale contract, after giving a written notice of less than 2 (Two) working days to the Obligors, if, in consideration of prevalent market conditions, the Lender deems the same to be suitable, in its sole discretion. 13.5 The Obligors hereby expressly agrees that any of the Lender’s acts for cash the realization of Securities would be sufficient and the consequence thereof would not be called in question by the Obligors. 13.6 In the event of proceeds of sale, disposal or credit; providedtransfer of Securities not being sufficient to recover Borrower’s dues under the Loan, however, that the Company Lender shall be credited with proceeds entitled to proceed against the Obligors for the recovery of Borrower’s dues to the Lender under the Loan remaining outstanding after appropriation of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjournedObligor’s costs. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default Default, the Lender, at its option, may (as defined a) declare the Obligations immediately due and payable, without presentment, notice, protest or demand of any kind for the payment of all or any part of the Obligations (all of which are expressly waived by the Borrowers) and exercise all of its rights and remedies against the Borrowers and any Collateral provided herein, in any other Loan Document, or in any other agreement between any Borrower and the Note)Lender, at law or in equity, and (b) exercise all rights granted to a secured party under the UCC or otherwise. Upon the occurrence of an Event of Default, the Lender may exercise in respect take possession of the Collateral, in addition to or any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the timepart thereof, and the Borrowers hereby grant the Lender may also, without notice except as specified below, sell authority to enter upon any premises on which the Collateral may be situated, and remove the Collateral from such premises or any part thereof in one or more parcels at public or private saleuse such premises together with the Borrowers’ materials, at any exchangesupplies, broker’s board or at books and records, to maintain possession and/or the condition of the Collateral and to prepare the Collateral. The Borrowers shall, upon the Lender’s principal office or elsewheredemand, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver make it to available at a place designated by the Lender. The Lender may proceed which is reasonably convenient to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees thatUnless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, to the extent Lender shall give the Borrowers reasonable notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale thereof or of the time after which any private sale sales or other intended disposition thereof is to be made shall constitute reasonable notificationmade. The Lender shall not requirement of reasonable notice will be obligated met if such notice is mailed, postage prepaid, to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time Borrowers at least ten days prior to time by announcement at the time and place fixed therefor and of such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by sale or disposition. If the Lender as Collateral and all cash proceeds by Lender in respect of sells any sale of, collection from, other realization upon all or any part of the Collateral mayupon credit, in the sole and arbitrary discretion of the Lender, shall Borrowers will be held credited only with payments actually made by the Lender as Collateral forpurchaser, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held peceived by the Lender and remaining after payment in full applied to the Obligations. If the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and the Borrowers will be credited with the proceeds therefrom. Notwithstanding the foregoing, upon the filing by or against any Borrower of any petition under any provision of the Obligations shall be paid over to United States Bankruptcy Code (and in the Company or to whomsoever case of an involuntary action, which remains unvacated for 45 days), the Lender may be lawfully entitled to receive such surplustake the actions described above in clauses (a) and (b). (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and shall have all other rights and remedies provided for herein or otherwise available to it under the Security Agreement, the other Loan Documents and applicable law, all law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Borrower agrees that such rights and remedies of a secured party on default under applicable law, includinginclude, but are not limited to, the UCC in effect at the time, and the right of Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed secured party to sell or otherwise dispose of its collateral after default pursuant to the Collateral UCC. Borrower agrees that Lender shall at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of all times have such sale only when the proceeds are actually received by the Lender. The Company agrees thatroyalty free licenses, to the extent notice of sale permitted by law and Borrower's existing contracts, for any Intellectual Property Collateral that shall be required by law, at least 10 days’ notice reasonably necessary to permit the Company at the time and place exercise of any public sale of Lender's rights or remedies upon or after the time occurrence and during the continuance of an Event of Default and shall additionally, effective upon or after which the occurrence and during the continuance of an Event of Default, have the right to license and/or sublicense any private sale is Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Lender in its discretion shall determine. In addition to be made shall constitute reasonable notification. The and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall not have the right but shall in no way be obligated to make bring suit, or to take such other action as Lender deems necessary or advisable, in the name of Borrower or Lender, to enforce or protect any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement the Intellectual Property Collateral, in which event Borrower shall, at the time request of Lender, do any and place fixed therefor all lawful acts and execute any and all documents required by Lender in aid of such saleenforcement. To the extent that Lender shall elect not to bring suit to enforce such Intellectual Property Collateral, without further noticeBorrower agrees to use all reasonable measures and its diligent efforts, may be made at whether by action, suit, proceeding or otherwise, to prevent the time infringement, misappropriation or violations thereof in any material respect by others and place for that purpose agrees diligently to which it was so adjournedmaintain any action, suit or proceeding against any Person necessary to prevent such infringement, misappropriation or violation. (b) Any cash held by the Lender as Collateral and all The cash proceeds by Lender actually received from the sale or other disposition or collection of Intellectual Property Collateral, and any other amounts received in respect of any sale of, collection from, other realization upon all or any part the Intellectual Property Collateral the application of the Collateral may, in the sole and arbitrary discretion of the Lenderwhich is not otherwise provided for herein, shall be held by applied as provided in the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusSecurity Agreement. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Noteunder Section 8.1(f), without notice by Lender to, or demand by Lender of, Borrower, all of Borrower’s Liabilities shall be automatically accelerated and shall be due and payable forthwith and the Revolving Commitment and any other commitments to provide any financing hereunder shall automatically terminate, and upon any other Event of Default, without notice by Lender, to or demand by Lender of, Borrower, Lender may exercise in respect accelerate all of Borrower’s Liabilities and same shall be due and payable forthwith and/or Lender may terminate the CollateralRevolving Commitment and any other commitments to provide any financing hereunder. Lender may, in addition to its sole and absolute discretion: (a) exercise any and all other rights and remedies provided for herein one or otherwise available to it under applicable law, all more of the rights and remedies accruing to a Lender under the Uniform Commercial Code or other applicable law of a secured party on default under the relevant state or states or other applicable law, including, but not limited to, the UCC in effect at the timejurisdiction, and in equity, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, including under this Loan Agreement and the Other Agreements; (b) enter, with or without process of law and without breach of the peace, any premises where the Collateral or the books and records of Borrower related thereto is or may alsobe located, and without notice except as specified belowcharge or liability to Lender therefor seize and remove the Collateral (and copies of Borrower’s books and records relating to the Collateral) from said premises and/or remain upon said premises and use the same (together with said books and records) for the purpose of collecting, sell preparing and disposing of the Collateral; (c) sell, lease, license or otherwise dispose of the Collateral or any part thereof in by one or more parcels contracts at one or more public or private salesales for cash or credit, at any exchangeprovided, broker’s board or at however, that Borrower shall be credited with the net proceeds of such sale(s) only when such proceeds are actually received by Lender’s principal office or elsewhere, for cash, on credit or for future delivery, ; and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may (d) require the Company Borrower to assemble the Collateral and deliver make it available to Lender at a place or places to be designated by Lender which is reasonably convenient to Lender and Borrower. In addition, at any time an Event of Default has occurred and is continuing, Lender may, in its discretion, enforce the Lenderrights of Borrower against any Account Debtor, secondary obligor or other obligor in respect of any of the Accounts. The Without limiting the generality of the foregoing, at any time or times that an Event of Default has occurred and is continuing, Lender may, in its discretion, at such time or times (1) notify any or all Account Debtors, secondary obligors or other obligors in respect thereof that the Accounts have been assigned to Lender and that Lender has a security interest therein and Lender may proceed direct any or all accounts debtors, secondary obligors and other obligors to sell make payment of Accounts directly to Lender, (2) extend the time of payment of, compromise, settle or otherwise dispose adjust for cash, credit, return of merchandise or otherwise, and upon any terms or conditions, any and all Accounts or other obligations included in the Collateral and thereby discharge or release the account debtor or any secondary obligors or other obligors in respect thereof without affecting any of Borrower’s Liabilities, (3) demand, collect or enforce payment of any Accounts or such other obligations, but without any duty to do so, and Lender shall not be liable for any failure to collect or enforce the payment thereof nor for the negligence of its agents or attorneys with respect thereto and (4) take whatever other action Lender may deem necessary or desirable for the protection of its interests. At any time that an Event of Default has occurred and is continuing, at public or private sale for cash or credit; providedLender’s request, however, all invoices and statements sent to any account debtor shall state that the Company Accounts and such other obligations have been assigned to Lender and are payable directly and only to Lender and Borrower shall deliver to Lender such originals of documents evidencing the sale and delivery of goods or the performance of services giving rise to any Accounts as Lender may require. All of Lender’s rights and remedies under this Loan Agreement and the Other Agreements are cumulative and non-exclusive. Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be credited with proceeds deemed an election, nor bar Lender from subsequent exercise or partial exercise of such sale only when the proceeds are actually received by the Lenderany other rights or remedies. The Company Lender agrees that, to the extent give notice of any sale shall be required by law, to Borrower at least 10 days’ notice ten (10) days prior to the Company at the time and place of any public sale or at least ten (10) days before the time after which any private sale is to may be made shall constitute reasonable notificationheld. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Borrower agrees that Lender may purchase any such Collateral (including by way of credit bid), and may postpone or adjourn any public or private such sale from time to time by an announcement at the time and place of sale or by announcement at the time and place fixed therefor and of such postponed or adjourned sale, without further notice, may be made at the time and place being required to which it was so adjourned. (b) Any cash held by the give a new notice of sale. Borrower agrees that Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs has no obligation to exercise by the Lender of its preserve rights hereunder, and against prior parties to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplusCollateral. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

Lenders Rights and Remedies. (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and shall have all other rights and remedies provided for herein or otherwise available to it under the Security Agreement, the other Loan Documents and applicable law, all law with respect to the security interests in any of the Intellectual Property Collateral or any other collateral. Borrower agrees that such rights and remedies of a secured party on default under applicable law, includinginclude, but are not limited to, the UCC in effect at the time, and the right of Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed secured party to sell or otherwise dispose of its collateral after default pursuant to the Collateral UCC. Borrower agrees that Lender shall at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of all times have such sale only when the proceeds are actually received by the Lender. The Company agrees thatroyalty free licenses, to the extent notice of sale permitted by law and Borrower's existing contracts, for any Intellectual Property Collateral that shall be required by law, at least 10 days’ notice reasonably necessary to permit the Company at the time and place exercise of any public sale of Lender's rights or remedies upon or after the time occurrence of an Event of Default and shall additionally, effective upon or after which the occurrence of an Event of Default, have the right to license and/or sublicense any private sale is Intellectual Property Collateral, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any of the Intellectual Property Collateral, throughout the world for such term or terms, on such conditions, and in such manner, as Lender in its discretion shall determine. In addition to be made shall constitute reasonable notification. The and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, Lender shall not have the right but shall in no way be obligated to make any sale of Collateral regardless of any notice of sale having been given. The bring suit, or to take such other action as Lender may adjourn any public deems necessary or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral mayadvisable, in the sole and arbitrary discretion name of the Borrower or Lender, shall be held by the Lender as Collateral for, and/or then to enforce or at protect any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunderIntellectual Property Collateral, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.which event the